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HomeMy WebLinkAboutContracts & Agreements_83-2024MEMORANDUM OF' UNDERSTANDING This Memorandum of Understanding ("Agreement") is made and entered into this 7s' day of May, 2024 ("Effective Date"), by and between the CITY OF REDLANDS, a California municipal corporation and general law city ("City"), and the REDLANDS HISTORICAL MUSEUM ASSOCIATION, a California nonprofit public benefit corporation ("Museum"). City and Museum are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, the Museum is the owner of that certain property located at 700 Brookside Ave., Redlands, California (the "Property"), upon which the Museum is constructing the proposed "Museum of Redlands;" WHEREAS, the State of California has authorized a grant in the amount of Two Million Dollars ($2,000,000) (the "Grant Funds") to the City to provide funding for the completion of certain improvements associated with the construction of the proposed "Museum of Redlands;" WHEREAS, the City is expected to enter into a Grant Agreement with the State of California Natural Resources Agency which will contain the terms and conditions of the grant to the City for the construction of certain improvements relating to the proposed "Museum of Redlands" (the "Grant Agreement"); WHEREAS, the Museum has requested that the City advance funds in an amount equal to the Grant Funds to the Museum, and that the City obtain reimbursement for such advance from the Grant Funds; WHEREAS, the City has found and determined that the advancing of funds to the Museum for the improvements to the "Museum of Redlands" serves a public purpose for the reason that the funds will facilitate the opening of a historical museum that will provide cultural enrichment to the Redlands community and contribute to the City's goals of enhancing tourism and economic development; and NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT Section 1. Advance of Grant Funds. Subject to the City's entering into a fully executed Grant Agreement, in a form and substance satisfactory to City, in City's sole discretion, which provides for a grant to the City in the amount of the Grant Funds, City shall advance to Museum the sum of Two Million Dollars ($2,000,000) (the "Advance") within ten (10) business days of the execution of the Grant Agreement. The Advance shall be evidenced by that certain Promissory Note dated as of the date hereof, in the form attached hereto as Exhibit "A" and incorporated herein by this reference (the "Advance Note"). The terms of the Advance, including the interest rate, the terms of repayment, and the maturity date, shall be as set forth in the Note. 1 Section 2. Restrictions on Use of Advance Funds. Museum warrants and represents that the Advance shall not be used for any activity that would violate City, state, or federal statutory or decisional law, and shall be expended solely for the purpose of completion of certain construction relating to the "Museum of Redlands" as will be more particularly described in the Grant Agreement (the "Improvement Work"). In addition, funds shall only be expended during the performance period set forth in the Grant Agreement. Any funds spent prior to and/or after the performance period will be deemed ineligible uses of funds, and Museum shall not use any of the Advance funds for such ineligible uses. Museum shall furnish City with such information regarding the project scope and activities, project schedule and project budget as may be necessary to permit the completion of the Grant Agreement. Section 3. Completion of Construction. Museum shall use commercially reasonable efforts to complete the Improvement Work in accordance with the project schedule and project budget as set forth in the Grant Agreement. Museum shall submit to City on a monthly basis, by not later than the last day of each month with respect to the preceding month, a detailed report, in form and substance satisfactory to City, of: (a) all Improvement Work performed during such preceding month; (b) copies of all invoices for the Improvement Work received during such preceding month; and (c) evidence of all payments for the Improvement Work paid during such preceding month. In addition to the foregoing, Museum shall promptly (and in any event within ten (10) business days) furnish to the City all other information as may be reasonably requested from time to time by City to permit City to seek reimbursement under the terms of the Grant Agreement. Museum shall pay all invoices for Improvement Work within thirty (30) days of receipt, unless such invoice is being contested in good faith. Museum shall obtain lien releases in connection with payments for the Improvement Work, and shall keep the Property free and clear of all liens and encumbrances, including, but not limited to, all mechanics' liens. Section 4. Reimbursement From Grant Funds. City shall use reasonable efforts to submit from time to time for reimbursement from Grant Funds the costs relating to the Improvement Work in accordance with the Grant Agreement. Museum shall promptly take any and all actions as may be required or reasonably requested by City to permit the City to obtain the receipt of, or reimbursement from, the Grant Funds, including, but not limited to, providing any invoices, financial records, progress reports, or other documentation or information relating to the Improvement Work as may be required to obtain the Grant Funds pursuant to the Grant Agreement, but not less often than quarterly. Museum acknowledges and agrees that any payment of Grant Funds received by the City shall be applied to repay the Advance. In consideration of the receipt of the Advance, Museum assigns any right to receive Grant Funds to the City, and, in the event the Museum receives any Grant Funds, the Museum shall promptly deliver such Grant Funds to the City to be applied to the repayment of the Advance. Section 5. Repayment of Advance. In the event that by March 1, 2027 (a) Museum fails to expend all of the Advance on the Improvement Work, (b) Museum fails to provide City with sufficient documentation in a timely manner to permit the City to obtain reimbursement from Grant Funds under the Grant Agreement, or (c) despite reasonable efforts on the party of City, City is unable to obtain receipt or reimbursement of the full amount of the Grant Funds under the Grant Agreement, Museum shall, upon written demand from City, immediately repay the entire amount of the Advance, less any receipt or reimbursements from Grant Funds actually received by City. 2 Section 6. Transfer of Property to City; Operation of Museum. A. City and Museum acknowledge and reaffirm that, as set forth in the City's Resolution No. 7445 (adopted by the City Council on September 16, 2014) ("Resolution No. 7445"), the Museum will deed the Property to the City. City and Museum further acknowledge that a Memorandum of Understanding/Division of Responsibilities dated April 19, 2022, was previously entered between the Museum and the Board of Trustees of the A.K. Smiley Public Library (the "Library Board"), a copy of which is attached hereto as Exhibit B (the "2022 MOU"), which 2022 MOU further recites that the Museum will deed the Property to the City. City and Museum further acknowledge that Resolution No. 7445 affirms that the Library Board has been designated by the City to be the administrator of the Museum of Redlands. B. The City reaffirms that, as set forth in Resolution No. 7445, (i) upon the Museum's occupancy of the building on the Property for museum purposes, the City shall be responsible for funding the costs of providing utilities including all water, sewer, gas, light, power, and landscape irrigation and maintenance, reasonably required or necessary for the Property; provided the City shall have no other responsibility or liability for the Property; and (ii) from and after the City obtaining title to the Property, the City shall be responsible for funding the costs of providing utilities including all water, gas, light, power, telephone, interne access, and landscape irrigation and maintenance, and janitorial services, reasonably required or necessary for the operation of the Museum of Redlands. C. City agrees to use reasonable efforts to perform, or cause the Library Board to perform, and the Museum agrees to use reasonable efforts to perform, their respective responsibilities as set forth in the 2022 MOU. The City and the Museum further acknowledge that matters relating to the operation and administration of the Museum of Redlands may arise that were not fully contemplated or delineated in the 2022 MOU. In the event any such matters arise, the City and the Museum agree to mutually cooperate with each other, and in coordination with the Library Board, to reach an agreement satisfactory to the City, the Library Board and the Museum as to the resolution of such matters, consistent whenever reasonably possible with the delineation of responsibilities as set forth in the 2022 MOU (to the extent such matters were generally contemplated by the 2022 MOU). Upon the parties' reaching any agreement(s) relating to the resolution of any matters relating to the operation and administration of the Museum of Redlands, such agreement shall be memorialized in writing through an amendment to the 2022 MOU or such other agreement that amends, restates, supplements or supersedes the 2022 MOU. D. In the event the Property has not been deeded or otherwise conveyed by the Museum to the City by the six month anniversary of the issuance of the certificate of occupancy with respect to the Property, including the completion of the Improvement Work constructed thereon, the Museum and the City agree to promptly meet and develop a mutually acceptable plan which will result in the transfer of the Property to the City within a reasonable time period. Each Party agrees to cooperate and act in good faith to develop said plan of transfer. E. Notwithstanding anything herein to the contrary, pursuant to the requirements of the Grant Agreement, for a period of not less than twenty-five (25) years from the completion of the Improvement Work (or until such time as the Museum transfers the Property to the City), the Museum shall own and operate the Museum of Redlands as a museum for the benefit of the public. From the date of this Agreement until the Property is transferred to the City, the Museum shall not 3 execute or otherwise permit a mortgage or deed of trust to be recorded or remain as a lien against all or any portion of the Property (including the Improvement Work). Pursuant to the requirements of the Grant Agreement, after the transfer of the Property to the City, the City agrees to operate the Museum of Redlands as a museum for the benefit of the public for a period of not less than 25 years from the completion of the Improvement Work. Section 7. Representations and Warranties. As an inducement to City to execute this Agreement and to disburse the proceeds of the Advance, Museum represents and warrants to City that the following statements set forth in this Section 7 are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects until the Advance is paid in full: (a) Museum is a nonprofit public benefit corporation, duly organized and validly existing under the laws of the State of California, and is qualified to transact business in the State of California and in each jurisdiction where it is required to conduct its operations, and is in good standing in the State of California; (b) Museum is an organization exemption from taxation under Section 501(c)(3) of the Internal Revenue Code; (c) The execution, delivery and performance of this Agreement, the Note and any other documents entered into in connection with the Advance (collectively, the "Advance Documents") by Museum are within the Museum's powers and have been duly authorized by all necessary action by Museum; (d) The Advance Documents have been duly executed by Museum, and are legally valid and binding obligations of Museum, enforceable against Museum in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity; and (e) The execution, delivery and performance of the Advance Documents by Museum will not violate (i) Museum's articles of incorporation or bylaws; (ii) any legal requirement affecting Museum or any of its properties; or (iii) any agreement to which Museum is bound or to which it is a party and will not result in or require the creation (except as provided in or contemplated by any of the Advance Documents) of any lien upon any of such properties. Section 8. Compliance with California Labor Code. In performing the Improvement Work, Museum shall comply with all applicable federal, state, and local laws, including, but not limited to, Section 1771.5 of the California Labor Code and any other applicable provisions of the California Labor Code. Museum acknowledges that the Improvement Work constitutes a "Public Work" as that term is defined by California Labor Code section 1720. Museum shall defend, indemnify, and hold harmless City and its elected and appointed officials, officers, and employees from and against any and all losses, damages, costs, claims, causes of action and liability based upon the assertion that City or Museum has failed to comply with any applicable provision of the California Labor Code in connection with Museum's undertaking of the Improvement Work. 4 Section 9. Compliance with Grant Agreement. All Improvement Work shall comply with the terms and conditions of the Grant Agreement, and shall be performed in such manner to ensure City's compliance with the Grant Agreement. Museum shall comply with the nondiscrimination provisions of the Grant Agreement in the manner that would be applicable to Museum if the Museum was the grantee under the Grant Agreement. Section 10. Reporting and Accounting Requirements. A Museum shall maintain true, proper, and complete books, records and accounts (collectively, "Books and Records") in which shall be entered fully and accurately all transactions taken with respect to the Improvement Work and the expenditure of the Advance. Museum shall maintain the Books and Records in accordance with Generally Accepted Accounting Principles. Additionally, Museum shall submit to the City quarterly progress reports on a template provided by the City no later than twenty (20) calendar days after the end of each quarter until final reimbursement of the Advance is received by the City. B. City reserves the right to designate its employee representatives, or its contracted representatives with a Certified Public Accounting firm, who shall have the right to audit Museum's Books and Records as they relate to the Advance, and to examine any cost, revenue, payment, claim or other records or supporting documentation relating to Museum's use and expenditure of the Advance. Any such audit shall be undertaken by City or its representatives at mutually agreed upon reasonable times, and in conformance with generally accepted auditing standards. Museum agrees to fully cooperate with any such audit. C. City's right to audit shall extend for a period of four (4) years following the date of City's fmal payment pursuant to the Grant Agreement. If any audit relating to the Grant Funds by the State of California is started before the expiration of the four (4) year period, the City's right to audit shall extend until all audit findings, if any, have been resolved and final action taken. Museum agrees to retain all records and documentation relating to the Improvement Work and the Museum's expenditure of the Advance for such period. Museum agrees to fully cooperate with any such audit by the State of California. Section 11. Event of Default. The occurrence of any of the following shall be deemed to be a default hereunder (each an "Event of Default"): (a) failure by Museum to pay any monetary amount when due under the Note or any other Advance Document; (b) use of funds provided under this Agreement for any purpose other than the Improvement Work; (c) failure to submit any necessary documentation or information requested by the City to obtain reimbursement of funds from the State of California pursuant to the Grant Agreement; and (d) any other default or breach of any of the terms, provisions, and obligations of the Museum or any guarantor pursuant to any Advance Document, and such default or breach is not cured by Museum within thirty (30) days from the receipt of written notice thereof from City. 5 Section 12. Remedies. Notwithstanding any provision to the contrary herein or any of the other Advance Documents, during a continuance of any Event of Default under this Agreement or any of the other Advance Documents, then City shall, at its option, have the remedies provided in the Advance Document breached by Museum, including, without limitation, the option to declare the outstanding balance of the Advance to be immediately due and payable without presentment, demand, protest or notice of any kind, and City may exercise all rights and remedies available to it under any or all of the Advance Documents or under applicable law. Section 13. Indemnification. To the fullest extent permitted by law, Museum shall indemnify, defend and hold harmless City, and its elected and appointed officials, officers, employees and agents, (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgements, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a "Claim;" collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to this Agreement, the Museum's undertaking of the Improvement Work (including the negligent and/or willful acts, error and/or omission of Museum, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them), the Museum's failure to comply with the Grant Agreement, and the Museum's acts or omissions which cause City to fail to comply with the Grant Agreement. Notwithstanding the foregoing, nothing herein shall be construed to require Museum to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Museum. Section 14. Museum Independence. In the performance of this Agreement, Museum, and the employees and agents of Museum, shall act in an independent capacity and are not officers, employees, or agents of City. The manner and means of performing the Improvement Work are under the control of Museum, except to the extent they are limited by statute, role, or regulation. Nothing in this Agreement shall be deemed to constitute approval for Museum, or any of Museum's employees or agents, to be the employees or agents of City. City shall not be liable to any contractor, subcontractor, supplier, laborer, architect, engineer or any other party for services performed or materials supplied in connection with the Improvement Work. City shall not be liable for any debts or claims accruing in favor of any such parties against Museum or others or against the Improvement Work or the premises where any such Improvement Work is performed. Museum is not and shall not be an agent of City for any purpose. City is not a joint venture partner with Museum or with any person having an ownership or other interest in Museum in any manner whatsoever. Section 15. Assignment. Museum shall not assign or transfer this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of City. Any attempt to do so without such written consent of City shall be null and void. Section 16. Notices. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) four (4) days after deposit in first class registered mail, with 6 return receipt requested; or (iii) on the actual delivery date if deposited with an overnight courier; or such other address as a Party may provide notice in accordance with this section: CITY OF REDLANDS City Manager City of Redlands 300 East State Street, Suite 690 P.O. Box 3005 (mailing) Redlands, CA 92373 Section 17. General Considerations. REDLANDS HISTORICAL MUSEUM ASSOCIATION c/o Mundell, Odium & Haws, LLP 650 E. Hospitality Lane, Suite 470 San Bernardino, California 92408 A Waiver. A waiver by either Party of any breach, or of any term, covenant, or condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. B. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties with respect to its subject matter, and all preliminary negotiations and agreements of whatsoever kind or nature relating to the same are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. C. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of the Agreement or any other rule of improvements which might otherwise apply. D. Amendment. This Agreement may be modified or amended only by a written document executed by both Museum and City. E. Severability. If any term or provision of this Agreement is held to be invalid, illegal., or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. F. Controlling Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. G. Equal Opportunity Employment. Museum represents that it is an equal opportunity employer, and it shall not discriminate against any contractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or on any other basis prohibited by law. 7 H. Attorney's Fees. In the event any action is commenced to enforce or interpret any term or provision of this Agreement, the prevailing Party in such action, in addition to costs and any other relief, shall be entitled to the recovery of its reasonable attorneys' fees, including fees for a Party's use of in-house counsel. [Signatures on Following Page] 8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of its Effective Date. CITY OF REDLANDS REDLANDS HISTORICAL MUSEUM ASSOCIATION By: .4 By. Eddie Tejeda, Mayo ATTEST anne Donaldson, City Clerk By: 'a.4c( .f VI beIt ,, d375 4_44 Secretary 9 EXHIBIT A FORM OF PROMISSORY NOTE 10 PROMISSORY NOTE $2,000,000.00 N4y , 2024 FOR VALUE RECEIVED, REDLANDS HISTORICAL MUSEUM ASSOCIATION, a California nonprofit public benefit corporation (the "Museum") promises to pay to the order of the CITY OF REDLANDS, a California municipal corporation and general law city (the "City") in lawful money of the United States of America at its offices located at 300 East State Street, Suite 690, P.O. Box 3005 (mailing), Redlands, CA 92373, or at such other location as the City may designate from time to time, the principal sum of Two Million Dollars ($2,000,000.00) (the "Advance"), together with interest accruing on the unpaid principal balance at a rate of zero percent (0%) per annum from the date hereof, all as provided below. 1. MEMORANDUM OF UNDERSTANDING. This Note is delivered in connection with that certain Memorandum of Understanding (the "Agreement") dated as of the date hereof between City and Museum. 2. PAYMENTS. The full balance of this Note, including all principal, accrued interest and late fees, is due and payable on the earlier of (i) fifteen (15) days following the City's receipt of the final payment of Grant Funds pursuant to the Grant Agreement (as such terms are defined in the Agreement), or (ii) May 1, 2027, hereinafter known as the "Maturity Date." Subject to Section 3 hereof, the Advance shall be due and payable in one (1) lump sum to be made in full, principal and interest (if any) included, by the Maturity Date; provided that the outstanding amount of the Advance may become due immediately in accordance with Section 12 of the Agreement. 3. PAYMENTS UPON REIMBURSEMENT FROM GRANT FUNDS. All Grant Funds (as defined in the Agreement) received pursuant to the Grant Agreement (as defined in the Agreement) by the City, or by the Museum and delivered to the City, shall be applied as a credit or deemed payment against the Advance. 4. LATE FEE. If the Museum fails to pay all principal, interest or other amounts coming due pursuant to the provisions of this Note on or before the Maturity Date, the Museum also shall pay to City a late payment fee of $10,000.00, together with the default interest due as described in Section 5. 5. INTEREST DUE IN THE EVENT OF DEFAULT. In the event the Museum fails to pay this Note in full on or before the Maturity Date, the unpaid principal shall accrue interest at the maximum rate allowed by law until this Note has been paid in full. 6. ALLOCATION OF PAYMENTS. Payments shall be first credited to any late fees due, then to interest due, and any remainder will be credited to principal. 7. PREPAYMENT. Museum may prepay this Note, in whole or in part, without penalty. In no event shall Museum be entitled to re -borrow any amounts prepaid. Page 1 of 3 8. EVENT OF DEFAULT. The occurrence of any of the following shall be deemed to be a default hereunder: (a) failure by Museum to pay any monetary amount when due under this Note; (b) use of funds provided under the Agreement for any purpose other than the Improvement Work (as defined in the Agreement); (c) failure to submit any necessary documentation or information requested by the City to obtain reimbursement of funds from the State of California pursuant to the Grant Agreement; and (d) an Event of Default as such term is defined in the Agreement. 9. ACCELERATION. If the Museum is in default under this Note, then City may, at its option, declare all outstanding sums owed on this Note to be immediately due and payable. 10. ATTORNEYS' FEES AND COSTS. Museum shall pay all costs incurred by City in collecting sums due under this Note after a default, including reasonable attorneys' fees. If City or Museum sues to enforce this Note or obtains a declaration of its rights hereunder, the prevailing party in any such proceeding shall be entitled to recover its reasonable attomeys' fees and costs incurred in the proceeding (including those incurred in any bankruptcy proceeding or appeal) from the non -prevailing party. 11. WAIVERS. Museum hereby waives diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note or the Advance Agreement, if any). Museum waives to the full extent permitted by law, the right to plead any and all statutes of limitations and/or any defenses relating to marshaling of assets as a defense. 12. NON -WAIVER. No failure or delay by City in exercising City's rights under this Note shall be considered a waiver of such rights. 13. SEVERABILITY. In the event that any provision herein is determined to be void or unenforceable for any reason, such determination shall not affect the validity or enforceability of any other provision, all of which shall remain in full force and effect. 14. INTEGRATION. There are no verbal or other agreements which modify or affect the terms of this Note. This Note may not be modified or amended except by written agreement signed by Museum and City. 15. CONFLICTING TERMS. The terms of this Note shall control over any conflicting terms in any referenced agreement or document. Page 2 of 3 16. TIME IS OF THE ESSENCE. Time is of the essence with regard to each provision of this Note as to which time is a factor. 17. NOTICE. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be made to the parties at the following addresses: City of Redlands, Attn: City Manager 300 East State Street, Suite 690 P.O. Box 3005 (mailing) Redlands, California 92373 Redlands Historical Museum Association, c/o Mundell, Odium & Haws, LLP 650 E. Hospitality Lane, Suite 470 San Bernardino, California 92408 18. EXECUTION. The Museum executes this Note as a principal and not as a surety. 19. GOVERNING LAW. This Note shall be governed under the laws in the State of California. REDLANDS HISTORICAL MUSEUM ASSOCIATION, a California nonprofit public benefit corporation By: me - Tit e: President By: 11 7 Name:E(1 j,r - IA- 4Get Title: Secretary Page 3 of 3 EXHIBIT B COPY OF 2022 MOU 11 Memorandum of Understanding/Division of Responsibilities This Memorandum of Understanding/Division of Responsibilities (herein "Agreement) by and between the Board of Trustees of the A.K. Smiley Public Library (henceforward "the Library Board") and the Redlands Historical Museum Association, Inc., a California public benefit nonprofit corporation (RHMA), is dated this 19th day of April, 2022. Recitals A. RHMA currently owns the building located at 700 Brookside Avenue, Redlands, California ("Museum Property"). RHMA purchased the Museum Property for the purpose of renovating the building located thereon to house the Museum of Redlands (MOR) which will include but not be limited to promoting the public understanding of the history, the community and the people of Redlands. B. Pursuant to City of Redlands Resolution No. 7445 (adopted by the City Council on September 14, 2014), RHMA will eventually deed the Museum Property to City. In addition, Resolution 7445 provides that the Library Board will be the administrator of MOR and the A.K. Smiley Public Library ("AKSPL") will be the repository of donated items to MOR. C. The purpose of the Agreement is to clarify the rights and responsibilities of the Library Board and RHMA regarding the operation of MOR. OPERATIVE PROVISIONS: 1. Aareed Mission Statement of MOR RHMA is organized to promote public understanding of the history, the community and the people of the Redlands, California area and to help establish and support the Museum of Redlands. 2. Administration of MOR 2.1 The Library Board shall have governing authority as well as legal and fiduciary responsibility for MOR. MOR is hereby made a Special Service of the Library. MOR shall be administered by the Library Director and staff whose duties include employing, training and supervising MOR personnel and the development of its continuing programs. These duties include responsibility for recruiting, hiring, discipline, firing and administering all employees, volunteers and docents necessary for the operation of MOR. The Library Board shall determine hours of operation, acquisition policy and all other necessary details associated with operating MOR. The Library Board shall also have the responsibility for stewardship and oversight of the operations of MOR and its historical collections. 2.2 The Library Director and board member(s) shall meet periodically (but in any event at least annually) with RHMA representatives to discuss with them the programs, operations and development of MOR. 3. Maintenance gf MOR uildiinn City shall be responsible for maintenance of MOR property and building, including responsibility for all landscaping, maintenance and other utilities necessary to operate MOR. 4. Ownership of Historical Materials Any material, artifacts, documents, artwork, etc. acquired by RHMA becomes the property and responsibility of the Library Board as soon as it is acquired/acquisitioned/transferred to/accepted for inclusion into the Library's holdings. 5. Role of RHMA 5.1 The Library Board acknowledges that RHMA is responsible for the purchase and renovation of MOR. Accordingly, there is a special relationship between the Library Board and RHMA with respect to administration of MOR. RHMA will play a role in providing input to the Library Board regarding the operations of MOR. 5.2 RHMA is a 501(c)(3) organization formed for the purpose of supplementing the mission of MOR by helping establish, support and assist in the operation of MOR. In support of its mission, RHMA will: (a) Promote public understanding of the history, the community and the people of the Redlands, California area and to help establish, support and assist in the operation of MOR. (b) Help recruit volunteers and docents who will work under the direction of the staff of the AKSPL. (c) Stimulate public interest in the museum by soliciting contributions to RHMA operating and endowment funds, either through current gifts or by bequests in wills. (d) Pursuant to its mission, RHMA will continue to raise funds for support of MOR. (e) Assist with staffing to operate the museum store and the operation of event spaces for potential rental revenue. 5.3 RHMA will report regularly to the Library Board on RHMA activities. 6. Coordination for Community Use of MOR 6.1 The Library Board acknowledges that the intent is for MOR to be a shared community asset utilized by various groups and organizations within the Redlands Community. 6.2 The Library Board will collaborate with RHMA in fulfilling RHMA's mission. 6.3 Library Board will oversee scheduling for and collaborate with other community ea\ organizations to utilize museum space as appropriate. 7. Compliance with Donation Agreements and Commitments The Library Board acknowledges that, in fundraising for the purchase and renovation of MOR, RHMA made certain commitments to donors which must be followed in connection with the ownership and operation of MOR. Those commitments include naming rights (plaques). RHMA will provide a memorandum to the Library Board which sets forth in detail the commitments made to donors. The Library Board and successors agree to honor such donor commitments. Commitments are shown in "Exhibit A." 8. MOR Revenues. 8.1 All revenues generated from events and activities at MOR property including but not limited to Museum Store sales and rental of event spaces shall be administered as part of the fiduciary responsibility of the Library Board. Net revenues from MOR shall be utilized exclusively to support MOR. 8.2 The Library Board will provide oversight and direction for all collaborative efforts including but not limited to RHMA for the operation of the Museum Store and rental of event spaces. Library Board Board of Trustees of the A. K. Smiley Library By: RHMA Redlands Historical Museum Association By:FrA 3 Date: (ZeZZ,4;S. Date: 'M' Z02.Z.