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CITY OF WEST CHICAGO
PUBLIC AFFAIRS COMMITTEE
AGENDA ITEM SUMMARY
ITEM TITLE:
AGENDA ITEM NUMBER: eciar
A Resolution to approve a contract with Phalen Consult-
ing Inc. for City Museum management services begin- FILE NUMBER:
ning January 1, 2019.
COMMITTEE AGENDA DATE: January 28, 2019
Resolution 2019-R-0008 COUNCIL AGENDA DATE:
STAFF REVIEW: Tom Dabareiner, AICP SIGNATURE Fd ED
APPROVED BY CITY ADMINISTRATOR: Michael SIGNATURE
Guttman
ITEM SUMMARY:
The contract with Phalen Consulting, which supplies City Museum management services, is two-years old. The
contract contains a provision that would allow it to remain valid until terminated, unless a request from either
party comes forward to renegotiate. Phalen Consulting requested a fee increase and that opened up the con-
tract for discussion.
As proposed, the annual fee would increase 5% to $88,200. Other components of the contract were tweaked to
improve reporting procedures, meet current insurance requirements, and update the Museum Director's goals.
Also, the Collections Policy (Attachment D) was updated to reflect that there are no City staff members em-
ployed in directly managing or working for the City Museum and to define the Museum loan process.
Phalen Consulting has been managing the City Museum since 2012.
A copy of the contract is attached to the Draft Resolution.
UPDATE: At its November 29, 2018, meeting, the Committee recommended by a vote of 4-2 to approve the
Resolution for a contract with Phalen Consulting Inc. for City Museum management services beginning January
1, 2019. City Council sent it back to Public Affairs Committee for additional discussion.
In response to one question received by staff, the following table shows the history of contract amounts under
Phalen Consulting.
Year Amount
2012 | $70,200
2014 $73,500
2016 $84,000
Also, on January 18, 2019, Ms. Phalen sent the attached letter. It provides more detail on her role, museum op-
erations and fee increases.
ACTIONS PROPOSED:
Recommend approval of the contract with Phalen Consulting, Inc. for City Museum management services for a
period retroactive to January 1, 2019.

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| COMMITTEE RECOMMENDATION:
Attachments:
Resolution 2019-R-0008 with Contract
Letter from Sara Phalen

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Dear Tom,
In anticipation of the January 28, 2019, Public Affairs Committee meeting, | wanted to provide you with
the following information based on questions and concerns raised by previous discussions.
Phalen Consulting was contracted for part-time museum operations starting in 2013. Each two year
contract period, Phalen Consulting has requested a 5% cost of living increase to cover the two year
period. In 2016 a larger increase was asked as after four years of operations under the new museum
arrangement, it was assessed that more staff was needed to maintain the growing attendance through
walk-in visitation, programming and making the CB&Q 1860s Depot assessable to guests throughout the
summer months (a request that was made by the public). The increase was also applied to additional
costs for outdoor signage being installed to help support the attractiveness of downtown West Chicago.
As the museum director, through Phalen Consulting, | work an average of 25 hours a week on West
Chicago Museum duties as detailed in the contract with the city. Any other employment that | hold or
volunteer responsibilities that | have with community groups is done outside of that time. Although |
average 25 hours a week, | am on call 24 hours a day for any issues that may arise at any of the four
locations controlled by the City Museum. As a part-time employee, | also have no paid time off included
in any of the hourly figures that | submit quarterly to the city and in my annual report. My part-time
staff is contracted to assist me in the many duties that include staffing the museum during open times,
developing and implementing programs, developing and installing exhibits, processing and cataloging
our museum collection, fielding research requests, and holding museum educational programs in the
schools and at various other locations in the community outside of museum open hours.
Although some cuts were made when the museum staff was cut to part-time, and we transitioned from
being open 24 hours a week to 16 hours a week, visitation and program attendance has continued to
rise each year. We have successfully and creatively re-envisioned the way that we interacted with the
public. Social media and a large web-presence through the Friends of the West Chicago City Museum
site has also allowed us reach those interested in West Chicago’s community history throughout the
country. Our engagement on social media platforms grows each month, and our posts are utilized by
city staff to complement city events and publicity. Each year our program offerings have grown and we
continue to be a leading small, local history museum in the region and country, on the forefront of the
developments that the entire museum industry is undertaking as it works to better respond to changing
public demand.
| look forward to answering any other questions in person at the Public Affairs Committee meeting, but
please let me know if there is anything you need from me prior to January 28th.
Thank you,
Sara Phalen

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RESOLUTION NO. 2019-R-0008
A RESOLUTION AUTORIZING THE MAYOR TO EXECUTE A CERTAIN CONTRACT
BETWEEN THE CITY OF WEST CHICAGO AND
PHALEN CONSULTING INC.
FOR CITY MUSEUM MANAGEMENT SERVICES
BE IT RESOLVED by the City Council of the City of West Chicago, in regular session
assembled, that the Mayor and City Clerk are hereby authorized to execute and the City Clerk is
authorized to attest a certain Contract between the City of West Chicago and Phalen Conulting,
Inc. for museum management services for a two year period not to exceed $88,400 annually, in
substantially the form attached hereto and incorporated herein as Exhibit “A”.
APPROVED this day of , 2019.
AYES:
NAYS:
ABSTAIN:
ABSENT:
Mayor Ruben Pineda
ATTEST:
City Clerk Nancy M. Smith

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AGREEMENT BETWEEN THE CITY OF WEST CHICAGO AND PHALEN
CONSULTING FOR THE OPERATION OF THE WEST CHICAGO CITY MUSEUM
This Agreement (hereinafter “AGREEMENT”) is entered into this___ day of December,
2018 between the City of West Chicago, an Illinois Municipal Corporation, (hereinafter "CITY")
with offices located at 475 Main Street, West Chicago, Illinois 60185, and Phalen Consulting,
Inc. (hereinafter, “PHALEN”) with offices located at 787 Hickory Lane, West Chicago, Illinois
60185.
RECITALS
WHEREAS, the CITY owns and operates the West Chicago City Museum and its ancillary
buildings (hereinafter “MUSEUM”), where a collection of West Chicago historical artifacts and
exhibits are housed and or displayed; and
WHEREAS, Sara Phalen, sole shareholder of PHALEN, has been affiliated with the MUSEUM,
either as an employee or an independent contractor, since 2006, and has worked extensively in all
areas of the institution and is educated and professionally trained in the management, oversight,
operation and direction of museums and non-profit entities; and
WHEREAS, the CITY desires to have PHALEN provide professional consulting services in the
operation of the MUSEUM and employ its expertise in operating educational facilities and
programming to create new and exciting ways to present the history and culture of the CITY and to
preserve and care for the approximately 34,000 item collection which the CITY holds in public
trust; and
WHEREAS, PHALEN desires to provide professional consulting services for the operation of the
MUSEUM; and
WHEREAS, the parties desire to enter into this AGREEMENT in order to provide a full statement
of their respective obligations in connection with PHALEN’S exclusive, non-transferable license to
operate, occupy and utilize the MUSEUM.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein, and other
good and valuable consideration acknowledged by the parties, the parties agree as follows:
ARTICLE I. SPACE, STAFF, EQUIPMENT, AND MISCELLANEOUS ITEMS
| Description of Space and Use: The physical premises to be operated by PHALEN
shall include the four facilities listed in Attachment “A” attached hereto and made a
part hereof, which facilities constitute the physical premises of the MUSEUM.
1.1.1 PHALEN agrees to operate the MUSEUM and its buildings in compliance
with the mission of the MUSEUM, as follows: “The West Chicago City
Museum is a dynamic history and art center that inspires and involves the

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1.2
1.3
1.4
1.5
community through research, programs and exhibits”.
Staffing: PHALEN shall provide all staff necessary to support the operation of the
MUSEUM in a manner that is consistent with the ethics, standards and professional
practices of the American Alliance of Museums (www.aam-us.org) which are
incorporated herein by reference.
1.2.1 PHALEN shall serve as the Director/Curator of the MUSEUM, and shall
be responsible for fulfilling the goals and responsibilities described in
Attachment B, attached hereto and made a part hereof.
1.2.2 PHALEN may employ or contract with support staff for educational and
collection management purposes at its sole cost and expense. Support staff
employed or contracted by PHALEN shall not be considered employees of
the CITY. PHALEN shall be responsible for complying with all existing
federal, state and local employment laws.
1.2.3 The CITY shall, at its sole cost and expense, conduct criminal background
checks for any PHALEN personnel and volunteers prior to their starting
their assignment at the MUSEUM and annually thereafter. All PHALEN
personnel must execute a waiver allowing the City to conduct said
background check and must successfully pass their background checks, as
determined by the CITY, in order to be assigned to or perform services at
the MUSEUM.
Hours of Operation: PHALEN agrees that the MUSEUM shall be open to the
public not less than twelve (12) hours per week, except that the MUSEUM will be
closed for all holidays recognized by the CITY. The hours the MUSEUM shall be
open to the public are specified in Attachment B, and they shall be expanded for
special events and to accommodate increased visitation during the summer, to
include at least four (4) hours on Saturdays. MUSEUM hours shall be posted for the
public on the MUSEUM’S entrance and on the MUSEUM portion of the City
website.
Museum Entrance Fees and Donations: PHALEN agrees that no fee will be charged
as an entrance or other user fees to the MUSEUM. Any monetary donations
accepted by PHALEN, as the Director/Curator of the MUSEUM, shall be deposited
into the Museum Trust Account as managed by the Friends of the West Chicago
City Museum (hereinafter “FRIENDS”), a 501(c)(3) organization, whose sole
purpose is to support the MUSEUM and its mission through fundraising.
Furnishings and Equipment: For the purposes of operating the MUSEUM and
otherwise carrying out its responsibilities under this AGREEMENT, PHALEN may
utilize CITY’S existing furniture (e.g., desks, chairs, tables, etc.) and equipment (e.g.
computer hardware, copier, fax, microfilm, scanner, software, telephones, etc.)
presently at the MUSEUM. PHALEN shall exercise reasonable care and shall be

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1.6
1.7
responsible for protecting and presenting said furniture and equipment. CITY shall
be responsible for the maintenance agreements for all equipment (e.g. copier, two
computers, microfilm reader and software). CITY shall be responsible for the
replacement of said furniture and equipment when needed as solely determined by
the CITY. Requests for furniture and equipment replacement, and for any software
additions or upgrades, must be made in writing by PHALEN by October 1" of each
year for purchase in the subsequent fiscal year, notwithstanding an emergency, and
approved by the CITY in writing prior to the purchase.
1.5.1 CITY shall continue to maintain MUSEUM computer files on a server and
provide technical support, to the extent maintenance and support is currently
provided.
1.5.2 PHALEN shall promptly report in writing to the Director of Community
Development and the current City staff member as applicable, any problems
with the condition and/or operation of any furniture or furnishings.
PHALEN shall promptly report in writing to the Director of Community
Development, the Director of Administrative Services and the IT Manager,
any problems with the condition and/or operation of equipment, which
should include all requests for equipment maintenance or repair.
1.5.3 PHALEN shall not add any software products, upgrades, applications or
make any other changes to computer equipment without prior written
authorization of the CITY.
Operating Supplies: PHALEN shall provide, at its own cost and expense, all
necessary office and museum-related supplies needed in order to provide the
required services under the AGREEMENT.
Custodial Services, Facility Maintenance, Security and Utilities: CITY shall
continue to provide custodial services, building maintenance, ordinary utilities,
security services and capital improvements as needed and as determined by the
CITY for all four buildings comprising the MUSEUM.
1.7.1 PHALEN shall notify the CITY of any building maintenance issues that
arise. CITY shall use its best efforts to timely notify PHALEN of any work
that is done to remedy any building maintenance issues.
1.7.2 City, or PHALEN if designated in writing and with at least seven (7) days
notice, shall be responsible for the completion of the monthly maintenance
and safety checks as required by the CITY by the 5" of each month and shall
immediately thereafter transmit the required documentation to the Facilities
Management Superintendent. Any and all issues that arise out of these
checks must be reported to PHALEN within five (5) business days of
completion. PHALEN shall have five (5) business days to remedy any
violations.

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1.8
19
1.10
1.11
1.12
Other City Services: The CITY shall allow PHALEN, for purposes of operating the
MUSEUM and otherwise carrying out its responsibilities under this AGREEMENT,
to have MUSEUM information uploaded to the CITY website; to use the GIS; and
to provide the CITY marketing materials and information to publicize the
MUSEUM. PHALEN may also use certain equipment at City Hall including the
copier, postage meter and folding machine. Any additional requests for CITY
services or to use CITY equipment shall be made in writing to the CITY. PHALEN
shall not use said outlets for any use not approved by the CITY.
Additional Alterations: PHALEN shall not, without the prior written consent of the
CITY, make any alterations, improvements or additions to the MUSEUM buildings.
Such alterations shall be requested by PHALEN in writing. The CITY’S refusal to
give said consent shall be conclusive. The CITY has the sole authority to give
consent to any non-structural changes, including, but not limited to installation of
shelving units and modification existing fixtures. It shall be PHALEN’S
responsibility to provide assurance that all improvements are consistent with the
MUSEUM building’s status on the National Register of Historic Places.
1.9.1 With prior written approval of the CITY, PHALEN may make agreed upon
alterations using volunteer or paid labor of choice. The CITY is not
responsible for any costs associated with PHALEN’s election to do so and
the alterations, improvements or additions done to the MUSEUM buildings.
Right of Access: CITY shall be entitled to access to the MUSEUM twenty-four (24)
hours a day, without prior notice. CITY staff and agents will record all after-hours
building entries by electronic access reporting or on a sign-in tracker at MUSEUM
backdoor.
Right of Use: CITY shall be entitled to use MUSEUM facilities for other CITY uses
provided twenty-four (24) hours’ written notice has been provided to and
acknowledged by PHALEN, except in the case of emergencies. PHALEN shall
retain the right to object to any Right of Use request by CITY solely for conflicts
arising from scheduling or concurrent programming, except in the case of
emergencies. Such objection shall not be unreasonably given. CITY shall retain the
final say in Right of Use.
Fundraising Board: CITY and PHALEN hereby acknowledge that the FRIENDS
was established in 2005 to support the MUSEUM through fundraising efforts. The
FRIENDS is not a third-party beneficiary to this AGREEMENT.
1.12.1 CITY and PHALEN acknowledge that the purpose of the FRIENDS is
fundraising for the MUSEUM. CITY and PHALEN agree that it is neither
the intent of this AGREEMENT to grant the FRIENDS any authority over
PHALEN as it relates to the MUSEUM’S operations and staff, nor any
ability to direct or decide the programming or operations of the MUSEUM,

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which shall be at the sole discretion of PHALEN and consistent with this
AGREEMENT.
1.12.2 CITY and PHALEN acknowledge that the FRIENDS is a 501(c)3 not-for-
profit corporation and operates independently through its bylaws.
1.12.3 CITY and PHALEN acknowledge that the FRIENDS holds monies that are
generated through its own activities and that the MUSEUM, CITY and
PHALEN have no control over such monies.
1.12.4 CITY and PHALEN acknowledge that the FRIENDS holds monies that are
raised through MUSEUM activities and are held in trust for the MUSEUM
and its operations in an account separate from the account described in
1.12.3. The MUSEUM, under PHALEN’S direction, shall account to the
FRIENDS and the CITY (the latter only as it relates to monies spent on
facility improvements) how these monies are utilized.
ARTICLE I. OPERATING FEE AND REPORTING
2A
22
License Granted: CITY agrees to provide PHALEN an exclusive, non-transferable
license to occupy and utilize the space of the MUSEUM, as set forth in this
AGREEMENT, at no cost.
Operating Fee: For a period of two (2) years beginning January 1, 2017, the CITY
shall compensate PHALEN with an annual Operating Fee of eighty eight thousand
two hundred and 00/100 dollars ($88,200.00) for operating the MUSEUM and
otherwise carrying out its responsibilities under this AGREEMENT. CITY agrees
to pay PHALEN in twelve (12) equal monthly installments of seven thousand
three hundred fifty dollars ($7,350.00). For purposes of payment, PHALEN shall
submit to the CITY an invoice that shall be e-mailed to the CITY no later than six
(6) business days prior to the date of the first City Council meeting of each month.
Payment to PHALEN shall be made following approval by the City Council.
PHALEN agrees to timely deposit, within thirty (30) days of check issue date, all
checks issued by the City that are made payable to PHALEN or to People Made
Visible. PHALEN agrees to reimburse the CITY for any and all bank fees that
are associated with the replacement of lost or stale-dated checks as a result of
PHALEN’S failure to timely deposit such checks.
2.2.1 Should one of the parties wish to create a successor agreement, including
altering the amount of the operating fee, written notice must be provided to
the other party at least ninety (90) days prior to the expiration of the then
current term.
2.2.2 Should the agreement be terminated early, CITY shall not be obligated for
any further payments (for the remainder of the contract) to PHALEN.

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2.3. PHALEN shall provide quarterly reports, for each calendar year quarter, to the
CITY or before the last day of January, April, July and October, beginning in
January 2019. The format of said reports shall be as may be mutually agreed upon
by CITY and PHALEN the content shall include, but is not limited to, the following:
2.3.1 PHALEN shall provide reports to CITY regarding the number of visitors to
MUSEUM exhibits, participants in educational programs, and attendance at
events as well as its progress toward achieving the Goals detailed in
Attachment B.
2.3.2 PHALEN shall provide reports to CITY regarding revenues from donations,
educational programs and events.
2.3.3. PHALEN shall provide reports to CITY detailing all expenditures made
from the Operating Fee set forth in Paragraph 2.2, correlating to the
suggested budget set forth in Attachment C, which is incorporated into this
AGREEMENT by reference.
2.4 | PHALEN shall annually make a presentation to the applicable Standing Committee
of the City Council during the first calendar quarter of each year, reporting on the
operations from the past year.
2.5 The Director of Community Development will be responsible for AGREEMENT
oversight, receiving the quarterly reports from PHALEN, and serving as the primary
CITY contact for PHALEN.
ARTICLE III. COLLECTIONS
3.1 Collection Ownership: CITY shall retain its ownership of the Museum Collection as the
holder of the historic collection in the public trust.
3.2 Collection Use: PHALEN shall be given use of the Museum Collection to fulfill its
obligations under this AGREEMENT. PHALEN shall act within the current policies of
the MUSEUM, as enumerated in the MUSEUM’S Collection Policy set forth in
Attachment D, which is incorporated into this AGREEMENT by reference. PHALEN
shall utilize the Museum Collection to generate revenues through programming,
research fees and other activities that further the mission of the MUSEUM. Fees
generated will be held in the MUSEUM trust account supervised by the FRIENDS.
Revenues collected shall be included in reporting as stated in Paragraph 2.3.2.
3.3 Collection Care: CITY shall have the following responsibilities in connection with the
maintenance of the Museum Collection:
3.3.1 CITY shall continue to insure the Museum Collection against loss or
damage. PHALEN shall assist the CITY in all ways needed to comply with

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insurance requirements.
3.3.2 CITY shall provide adequate space for the storage and care of the Museum
Collection, currently accomplished through the Museum Off-Site Storage
facility located at 126 McConnell Street. CITY shall provide PHALEN with
one-hundred twenty (120) days notice of any changes to be made in off-site
storage of the Museum Collection and a proposed plan for adequate
replacement of Collection storage that is consistent with the policies and
guidelines of the American Alliance of Museums (www.aam-us.org).
ARTICLE IV. LIABILITY AND RISK MANAGEMENT
4.1
42
4.3
4.4
Indemnification /Hold Harmless Provision: To the fullest extent permitted by law,
PHALEN hereby agrees to defend, indemnify and hold harmless the CITY, its
officials, agents and employees, against all injuries, deaths, loss, damages, claims,
patent claims, suits, liabilities, judgments, costs and expenses (including attorneys
fees), which may in anywise accrue against the CITY, its officials, agents and
employees, arising in whole or in part or in consequence of the performance of this
work by PHALEN, its employees, subcontractors or volunteers, or which may in
anywise result therefore, except that arising out of the sole legal cause of the CITY,
its employees or agents, PHALEN shall at its own expense, appear, defend and pay
all charges of attorneys and all costs and other expenses arising therefore or
incurred in connections therewith, and, if any judgment shall be rendered against
the CITY, its officials, employees and agents, in any such action, PHALEN shall,
at its own expense, satisfy and discharge the same.
Exceptions to Indemnification: CITY shall maintain, hold and be obligated to hold
Comprehensive General Liability Insurance on the MUSEUM, its guests, visitors,
volunteers and program participants. PHALEN shall provide the City with a list of
active volunteers by the fifth day of each month, and PHALEN shall be responsible
for obtaining executed hold harmless waivers for all volunteers that comply with
current CITY policy. Prior to the performance of service by volunteers, PHALEN
shall provide hold harmless waivers to CITY for any and all active volunteers.
Survival of Indemnification: The indemnification described above shall not be
limited by reason of the enumeration of any insurance coverage herein provided, and
it shall survive the termination of this AGREEMENT.
Default: A Party shall be in default if that party breaches a material term of this
Agreement. However, no party shall be in default of its performance of its
obligations under this Agreement unless it shall have been provided thirty (30)
days’ written notice specifically setting forth the alleged default and an opportunity
to cure the same. Defaults shall be cured within seven (7) calendar days of receipt
of said notice. In the event of default, either party may pursue such remedies as a
result thereof as are available at law or equity.

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4.5 Insurance: PHALEN shall provide the CITY with an original Certificate of
Insurance for the term of this Agreement for General Liability: $1,000,000
combined single limit per occurrence for bodily injury and property damage and
$1,000,000 per occurrence for personal injury. The general aggregate shall be
twice the required occurrence limit. Minimum General Aggregate shall be no less
than $2,000,000, or a project/contract specific aggregate of $1,000,000.
Policy is to contain: the CITY, its officials, employees, agents and volunteers
covered as additional insured’s as respects to liability arising out of PHALEN’S
work including activities performed by or on behalf of PHALEN. The coverage
shall contain no special limitations on the scope of protection afforded to the City,
its officials, employees, agents and volunteers. PHALEN’S coverage shall be
primary and non-contributory as respects the CITY, its officials, agents, employees
and volunteers. Any insurance or self-insurance maintained by the City, its officials,
employees, agents and volunteers shall be in excess of PHALEN’S insurance and
shall not contribute with it. The Certificate shall also list the CITY as loss payee with
CITY named as cancellation notice recipient.
PHALEN shall furnish the City with an original certificate of insurance naming the
City, its officials, employees, agents and volunteers as additional insureds, and with
original endorsements affecting coverage required by this clause. The certificate and
endorsements for each insurance policy are to be signed by a person authorized by
that insurer to bind coverage on its behalf. If applicable, PHALEN shall include all
subcontractors as insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all of the requirements stated herein.
Business Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
PHALEN shall also provide Workers’ Compensation coverage with statutory limits
and Employers’ Liability limits of $500,000 per accident should PHALEN have any
employees. If PHALEN should have any employees, PHALEN shall agree to waive
all rights of subrogation against the City, its officials, employees, agents and
volunteers for losses arising from work performed by PHALEN for the City.
4.6 Reporting Requirements: PHALEN shall follow policies and requirements of the
CITY and IRMA regarding reporting of accidents or other incidents associated with
potential liability at the MUSEUM, and shall report accidents and/or injuries to the
Director of Community Development within twenty-four (24) hours of the incident.
ARTICLE V. TERM AND TERMINATION OF AGREEMENT
5.1 Term. This AGREEMENT shall become effective on January 1, 2019 and may be
terminated with cause upon immediate notice or without cause, upon ninety (90) days

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prior written notice to the other party.
5.2 Suitable Replacement: If PHALEN elects to terminate this AGREEMENT, PHALEN
shall be responsible for selecting and recommending a suitable replacement candidate.
This recommendation shall not be binding in any way on the CITY.
5.3 Automatic Renewal: Beginning on January 1, 2021 and the annual anniversary
thereafter, unless either party elects to terminate this AGREEMENT as defined in
Paragraph 5.1 or provides notice to renegotiate as defined in Paragraph 2.2.1, this
AGREEMENT shall automatically renew for an additional one (1) year.
5.4 Surrender of Possession: Upon the expiration of the Term or upon the termination of
PHALEN’S right of possession, PHALEN shall forthwith surrender the premises of the
MUSEUM, as described in Article I, to the CITY in good order, repair and condition,
ordinary wear and tear excepted. Any interest of PHALEN in the alterations,
improvements, and additions to the MUSEUM (including without limitation all
carpeting or floor covering) made or paid for by CITY or PHALEN, excluding any of
the PHALEN’S personal property, shall, without compensation to PHALEN, become
CITY’S property at the termination of this AGREEMENT by lapse of time or otherwise,
and such alterations, improvements and additions if they are to be relinquished shall be
relinquished to CITY in good condition, ordinary wear and tear excepted. If PHALEN
holds over after said date, it shall be liable to the CITY in the amount of two hundred
dollars ($200.00) per day for every day or portion thereof that remains.
5.5 Surrender of Funds: If this AGREEMENT is terminated early by either party or at the
end of the AGREEMENT term, PHALEN shall provide an accounting of any monies
provided by the CITY but not yet expended. PHALEN shall remit these funds, less all
encumbrances including PHALEN’S fees, within thirty (30) days of the termination date
of this AGREEMENT. If PHALEN holds over after said date, it shall be liable to the
CITY in the amount of two hundred dollars ($200.00) per day or portion thereof that
remains.
ARTICLE VI. GENERAL PROVISIONS
6.1 Independent Contractors: The provisions of this AGREEMENT are neither intended to
create nor shall any be deemed or to be construed by the parties to create any
relationship between the parties hereto other than that of independent entities contracting
with each other solely for the purpose of effecting the provisions of this AGREEMENT.
6.1.1 PHALEN shall not be entitled to participate in any plans, arrangements, or
distributions by the CITY pertaining to or in connection with any pension,
insurance, or similar benefits for CITY employees. In addition, the CITY
shall have no responsibility for withholding income tax, social security
tax, or unemployment insurance from the compensation paid to PHALEN.
PHALEN’S compensation shall be reported on IRS Form 1099, or such

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6.2
6.3
6.4
6.5
6.6
successor and/or additional forms as may be required from time to time by
the United States Internal Revenue Service.
6.1.2 PHALEN is retained by the CITY only for the purpose and to the extent
set forth in this AGREEMENT, and its relation to the CITY during the
period or periods of this AGREEMENT and services hereunder, shall be
that of an independent contractor, and it shall not be authorized to act as
agent, employee, servant or officer of the CITY. Sara A. Phalen, sole
shareholder of PHALEN, shall be free to dispose of such portion of her
time, energy, and skill during such hours as she is not performing services
for the CITY in such manner as she sees fit and to such persons, firms and
corporations as she sees advisable.
6.1.3. PHALEN shall provide a W-9 form to the City as required for independent
contractors.
Entire Agreement: Modification: | This AGREEMENT contains the entire
understanding of the parties with respect to the subject matter hereof and supersedes
all prior agreements, oral or written, and all other communications between the
parties relating to such subject matter. This AGREEMENT may not be amended or
modified except by mutual written agreement.
Compliance with Applicable Law: Each party agrees to comply with all applicable
local, state and federal law.
Governing Law and Jurisdiction: This AGREEMENT shall be construed in
accordance with the laws of the State of Illinois. The parties agree that the exclusive
venue for resolving any disputes arising from or under the terms of this
AGREEMENT shall be in the 18" Judicial Circuit Court of DuPage County, Illinois.
Partial Invalidity: If any provision of this AGREEMENT is prohibited by any
applicable law or court decree, said prohibition shall not invalidate or affect the
remaining provisions of this Agreement.
Notices: All notices hereunder by either party to the other shall be in writing,
delivered personally, by certified or registered mail, return receipt requested, or by
Federal Express or Express Mail, and shall be deemed to have been duly given when
delivered personally as follows:
If to PHALEN:
Phalen Consulting, INC
c/o Sara A. Phalen
787 Hickory Lane
West Chicago, Illinois 60185
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If to the CITY:
City of West Chicago
475 Main Street
West Chicago, Illinois 60185
Attention: Michael Guttman, City Administrator
or to such other persons or places as either party may from time to time designate by
written notice to the other.
6.7. Waiver: A waiver by either party of a breach or failure to perform hereunder shall
not constitute a waiver of any subsequent breach or failure.
6.8 Captions: The captions contained herein are used solely for convenience and shall
not be deemed to define or limit the provisions of this AGREEMENT.
6.9 Assignment: Binding Effect: CITY shall not assign or transfer, in whole or in part,
this AGREEMENT or any of CITY’S rights, duties or obligations under this
AGREEMENT without the prior written consent of PHALEN, and any assignment
or transfer by CITY without such consent shall be null and void. This
AGREEMENT shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, representatives, successors and permitted assigns.
6.9.1. PHALEN shall not assign or transfer, in whole or in part, this
AGREEMENT or any of PHALEN’S rights, duties or obligations under this
AGREEMENT without the prior written consent of the CITY, and any
assignment or transfer by PHALEN without such consent shall be null and
void. This AGREEMENT shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, representatives, successors and
permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the day and
year first written above.
For:
For:
i Phalen Consulting, Inc.
City of We:
£~*
Ruben Pineda, Mayor Sara A. Phalen
Date Date
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Attachment A
Buildings Comprising the Museum
The following four buildings, collectively described as “MUSEUM,” will be governed under this
AGREEMENT. All of the following addresses are located in West Chicago, Illinois.
1.) West Chicago City Museum, 132 Main Street - utilized as a public gallery space, limited
MUSEUM Collection storage, and offices;
2.) Museum Off-site Storage Facility 126 McConnell Street - utilized as a storage facility for
the MUSEUM Collection;
3.) CB&Q Depot, 134 Turner Court - building of historic significance being utilized for
educational programming; and
4.) Sesquicentennial Display Building, 424 Main Street - display building showcasing railroad
engine model.
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Attachment B
Responsibilities of Director/Curator and Institutional Goals
Director/Curator will oversee the management of the museum collection, archival materials and
objects, including acquisition, preservation and exhibition of items. Provide leadership,
coordination and supervision for support staff and volunteers. Average 25 hours of work a week.
Education- Responsible for the development, planning, coordination, presentation, and
scheduling of historical education programs which would include:
e Create materials and workshops for teachers to use as learning aids
e Teach lessons to students at schools
e Conduct field trips
e Work with school teachers, scout leaders, and other community resources
to develop, implement, and evaluate existing and new programs which
meet each group’s specific needs
— Annual Goal: 6 in school programs during school year; 4 in museum group
tours
Organize the Summer Passport Program
e Prepare Passport page for museum and additional advertising page for
Depot open days and other events and distribute Passport
e Prepare Passport worksheet for visitors to use in museum
e Collect passports turned in and provide certificates
—Goal: Attract 75 additional visitors to the museum and community through the
program, the majority of which from out of town
Exhibits/Displays
e Present and exhibit variety of collection for the public to readily view in
the museum and in at least two community locations annually
e Research and create new displays
e Enhance current displays
— Annual Goal: Present at least one new large exhibit
—Annual Goal: Enhance the exhibit in the CB&Q Depot which is open to the
public twelve Saturdays during the summer months.
—Annual Goal: During FY2019 and FY2020 design and erect two outdoor sign
boards to attract historic tourism
— Accessibility: Maintain museum open gallery hours 12 hours a week during the
winter- Thursdays, Fridays from 12-4pm January-February; 16 hours a week
during the remainder of the year- Saturdays from 12-4 March — December
Volunteers
e Recruit, train, and schedule
—Monthly goal: utilize volunteers in a variety of areas of the museum for 30
hours a month
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Building Maintenance
Work with the CITY on buildings’ maintenance, upgrades and repairs
—Annual 2019 goal: Work with Public Works Department and
Community Development Department on assessing building repairs,
including but not limited to the roof of the museum.
Collection
Maintain records and accession all new artifact donations
Maintain collection database
Properly store or display new artifacts
Continue progress on full museum collection inventory
Work towards digitization of museum collection
— Annual goal: utilize support staff to reduce backlog of artifact accessioning by
50% each year, with the long-term goal of resolving backlog over the next two
years
—Annual goal: processing at least 75% of the temporary receipts received for
item donations
— Annual goal: digitizing 10% of the collection during inventory process
Collections Policy
e Update Collections Policy (Attachment D) to identify operation of the City
Museum by an independent contractor and not by City employees. This
includes eliminating references to “registrar”, “employees”, “staff” and other
terms referring to City employment in Attachment D, which is a policy
previously approved by the CITY.
e Annual Goal: Update Collections Policy (attachment D) to provide for
collection donations that are “born digitally’ and donated to the City
Museum in digital formats. A plan for proper digital storage shall be drafted
by PHALEN for CITY review.
Research Library
e Maintain the Research Library
e Assist visitors researching topics and supervise researchers using museum
materials
—Monthly goal: Serve 10 researchers a month requesting various local history
and genealogical information
— Annual goal: process new items into research library
Communications
e Assist in preparing annual budget and project cost estimates concerning
the museum and informing CITY as to amounts that should be included in
the upcoming budget.
e Participate in the newsletter advisory group, providing written material on
MUSEUM activities.
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e Send press releases to newspapers, media, etc. to announce new exhibits
and programs
e Establish communications and good public relations within the
community.
e Engage with the community through the Friends of the Museum’s social
media channels and website
Grant Writing for Additional Funding
e Work to secure financial support for preservation efforts and museum
services
e Seek out, apply for, and manage grant funding for educational programs.
Programs
e Create or schedule programs of a historical nature to attract more visitors
e Advertise the programs
— Annual goal: 12 programs open to the public
Conferences and Workshops
e Attend conferences and workshops to stay current on collection
preservation and museum best practices
e Network with other museum personnel
e Attend regional and local meetings
Community Events
e Participate in city-wide event committees
e Participate in city-wide events including, but not limited to, Blooming
Fest, Mexican Independence Day, Downtown Trick or Treat, Frosty Fest
e Have a physical presence at community gatherings
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Attachment C
Working Budget
The Working Budget outlines the funds to be utilized by PHALEN in the fulfillment of the
AGREEMENT. The Working Budget shall not bind expenditures. PHALEN shall have the
discretion to utilize the full budgeted amount for MUSEUM’S purposes with the Working
Budget as a guide.
Description
Contractual director $33,500, Other contract support staff
(educational coordinator, collections assistant) $23,500
Training and | $1,000 Additional education, conferences
Amount
$60,000
Catego
Staff
tuition
Membership $1,500 Membership and dues in _ professional associations,
dues/Subscriptions subscription to professional association publications
Printing and | $1,100 Printing costs
binding
Advertising $300 Additional advertising
Other contractual | $2,000 Consultant fees.
services
Computer/office | $1,000 General day to day supplies
supplies
Tools & | $300 Everyday maintenance equipment
equipment
Educational $12,200 Exhibit costs
exhibitions
Educational $4,800 Programming costs
programming
Miscellaneous $1,000 Miscellaneous costs to recognize superior volunteers, exterior
commodities decorations (open sign, flower, etc.)
Collection $2,000 Archival materials and other collection care items
maintenance
Additional —_ arts | $1,000 Continue museum participation and support in artXposium and
programming the West Chicago Artist-in-Residency Program
Total $88,200
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Attachment D
Collections Policy
I. Statement of Mission and Purpose
The West Chicago City Museum was established by Ordinance No. 1265 on April 7, 1975 and is
a division of the City of West Chicago under the Community Development Department. Our
Mission: The West Chicago City Museum is a dynamic history and art center that inspires and
involves the community through research, programs and exhibits.
The West Chicago City Museum holds its collection in the public trust and exists for the public’s
informational and educational benefit. The West Chicago City Museum maintains professional
standards as set forth by the American Alliance of Museums (AAM) and plans for the growth,
development, care and use of its collections. While the collections are accessible to the public,
limitations on use may be made to insure preservation of the collection.
Where in Attachment D reference is made to Museum Director, it shall also mean Museum
employees and volunteers, except where otherwise noted or where the meaning is limited to the role
of the Museum Director.
II. Scope of Collection
The primary focus of the Museum’s collection is the growth and development of the West Chicago
community, from pre-settlement (before 1830) continuing to the present. The predominant ethnic
groups and their patterns of immigration will be actively collected.
Railroad history as it relates to the settlement and growth of West Chicago will be a secondary
collection. The Museum will collect materials relating directly to the past and present network of
railroads passing through West Chicago. Due to storage constraints, railroad equipment will be
collected only if in good or excellent condition.
Materials representative of nineteenth and twentieth century rural and community life in northern
Illinois will be selectively collected.
The Collections Plan, incorporated by reference, will direct which items will be considered for the
permanent collection based on criteria determined through the study of objects already in the
collection and identified collection gaps.
III. Collection Objectives
The Museum will collect materials which support its purpose, and enhance the present collections.
Materials collected will be for use in exhibition, education or research. There are 2 types of
collections as well as reference materials.
A. Permanent Collections: primary collection comprised of original or unique artifacts
or documents of high quality. These are to be accessioned (described, assigned and
marked with a unique number) into the permanent Museum holdings.
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B. Education Collection: Non-accessioned items which may be reproductions or
originals of lower quality, or any expendable material intended for use in educational
programs or used to support exhibits. These items are to be tracked through object
numbering but are not accessioned.
IV. Acquisition
A. Definition: Acquisition is the process of obtaining complete and total ownership
and physical possession of object(s). Each acquisition places demands on the
Museum’s resources.
B. Criteria: Materials must meet the following criteria before being acquired by the
Museum.
1) Items shall be relevant to and consistent with the purpose and activities of the
Museum.
2) The Museum shall be able to care for items according to professionally accepted
museum standards, and make them accessible as preservation considerations permit.
For example, the special storage requirements of items of excessive size must be
considered.
3) Title to all objects acquired shall be free and clear, without restriction to use or
future disposition.
4) Materials must, if possible, have provenance documented.
5) All moral, legal and ethical implications shall be considered.
Any exceptions to the above criteria must have City’s written approval.
C. Procedure for Acquisition: The Museum has the authority to acquire materials for
the collection within the limits of the approved budget. The Museum director has
the authority to accept property for the collections. A bill of sale or similar record
will be kept to document new acquisitions obtained by purchase.
The formal process of accepting materials into the permanent collection is known as
accessioning. A deed of gift must be signed to document the transfer of ownership
of objects acquired by gift or exchange. All donations to the Museum are tax
deductible to the full extent of the law. Gifts to the Museum will be acknowledged
by letter in a prompt manner by the Museum Director.
Permanent records shall be maintained for all Museum acquisitions in accordance
with professional museum standards. All accession records and files will be stored
and handled with proper care. Permanent registration records will be on acid-free
paper and a duplicate set will be maintained off-site.
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In compliance with current federal income tax regulations, the Museum Director is
prohibited from providing the donor with appraisal services. The Museum Director
may, however, recommend qualified appraisers.
The Museum Director may attempt to identify an item brought in by the public and
deposited no longer than 30 days. After notification items left longer than 30 days
will be considered abandoned property, and as such are subject to state law (Public
Act 90-0604, http://www. ilga.gov/legislation/publicacts/pubact90/acts/90-
0604.html).
D. Means of Acquisition: Materials shall be acquired by purchase, commission, bequest, gift,
exchange, field collection, abandonment, or any other transaction whereby title to the object passes
to the Museum and the object becomes part of its collections. No materials or objects shall be
acquired which are known to have been illegally collected in the U. S. contrary to state law, federal
law, regulation or treaty.
V. Deaccession
A. Definition: Deaccession is the process of removing accessioned material from the
Museum Collection permanently. The deaccession process will be carried out in a
conscientious manner, with the Museum Director exercising care and thorough
deliberation.
B. Criteria: Museum materials considered for deaccession must meet at least one of the
following criteria.
1) The material is not within the scope of the Museum’s acquisition policy.
2) The material is a duplicate.
3) The material lacks physical integrity.
4) The material is in a state of deterioration so as to be useless.
5) The material can no longer be preserved or properly stored by the Museum.
6) The material has failed to retain its identity or authenticity, or has been lost or
stolen, and remains lost for longer than 5 years.
7) The material is no longer useable for Museum purposes, or has inadvertently been
accessioned twice.
C. Procedure for Deaccession: The Museum Director may recommend material for
deaccession if one or more criteria for deaccession have been met. All materials
proposed for deaccession will undergo a careful inspection of the provenance of the
material, considering its source, reasons for deaccession, and recommended means of
disposal. The Museum Director will recommend or disapprove the deaccession, and
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VI. Loans
will in writing designate the means of disposal. After presentation of the proposed
deaccession(s) by the Museum Director to the Public Affairs Committee, the
Committee shall either reject the proposed deaccession(s) or recommend the
deaccession(s) to the City Council. The City Council shall, with that advice and
consent, approve or disapprove of the deaccessioned materials.
Means of Disposal:
1) Priority will be given to placing deaccessioned material of a research nature in an
institution where it will be accessible to researchers.
2) Materials may be sold at a public or private auction or directly to a private party.
3) Materials may be exchanged for other materials needed by the Museum for its
collections, if they are within the scope of the Museum’s acquisition policy.
4) Discard
5) Transfer to the Museum’s non-accessioned collection.
Ethics: There will be no sale, gift or transfer of materials to the Museum Director or
employees, City of West Chicago employees, City Council members or their
immediate family or representatives (unless those materials were available through a
disposal process totally public in nature.)
Proceeds: All proceeds obtained from the deaccession of Museum materials will be
used towards collection acquisitions or collection conservation.
Public Disclosure: All materials subject to written donor restrictions that have been
agreed upon by the Museum and the donor shall not be deaccessioned until the
Museum Director has made an effort to comply with the restrictions.
A complete record of deaccessions will be maintained.
A. Definition: A loan is the temporary transfer of objects from one institution or
individual to another without transfer of ownership. Loans to the Museum and from the
Museum are made by means of a loan agreement.
B.
Period of Loan: Both incoming and outgoing loans will be made for a specified
period, no longer than 12 months. Loans may be renewed for an additional specified
period. No indefinite or long term loans are to be made.
Outgoing Loans: Loans are made to other museums, historical societies, libraries or
other organizations, which meet all conditions of the loan agreement by approval of
the Museum Director. Loans are made only for educational, cultural or scholarly
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purposes, not for private profit-making interests. Loans are to be tracked on the
Outgoing Loan Application Form and updated on the City’s shared computer drive.
D. Incoming Loans: Items may be borrowed from any appropriate owner by approval of
the Museum Director. Lenders will be acknowledged with proper credit. Borrowed
items may be photographed or reproduced for exhibit publicity. Loans are to be
tracked on the Incoming Loan Application Form and updated on the City’s shared
computer drive.
E. Unclaimed Loans: Loans to the Museum that are unclaimed sixty days after the
expiration of the loan period and proper notification to lender, shall be considered
abandoned property and as such subject to state law (Public Act 90-0604). The
museum may begin procedures to accession or dispose of the objects.
F. Care: It is expected that the level of care given to objects on loan to the Museum will
be the same or greater than that given to objects within its collections. A condition
report will be made by Museum Director for each item borrowed or loaned and noted
on the applicable Loan Application. This report will be made at the beginning and
end of the loan period.
VIL. Ethics
A. Standards: The Museum Director, staff and volunteers shall conduct themselves in a
professional manner in accordance with the standards set forth in the AAM’s Museum
Ethics.
B. Collecting: From the time of employment, Museum staff and volunteers may not
privately collect objects which fall within the Museum collecting scope, thereby
competing with the Museum. Should the employee or volunteer purchase an item of
potential interest to the Museum, the employee or volunteer must bring it to the
attention of the Museum Director. The Museum will have thirty days to purchase the
item at the price paid by the employee or volunteer or shall forfeit the right to
purchase.
C. Deaccession: Objects deaccessioned from the collection shall not be sold, given or
transferred to the Museum Director, employees or volunteers, City staff, City Council
members or their immediate families or representatives unless disposed of in an
entirely public manner.
D. Use of Collection: The Museum collection shall not be used for a non-Museum
related purpose.
E. Personal Gain: The Museum Director shall not use their position with the Museum as
a means of obtaining personal gain, unless in an approved manner, for example,
performing consultant work for a fee.
VIII. Access and Security
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The Museum Director will aim to provide maximum access to the collection for
scholarly and educational uses, while considering the security and conservation of the
materials to be used.
A. Security: Security of the collection will be a priority of the Museum Director. At
least one member of the Museum work force will be present in unsecured exhibit
areas of the Museum when visitors are present.
B. Research Use: Appointments are required to access materials within the collections.
Researchers must utilize collection materials in the presence of Museum Director
during regular hours of work.
Researchers will follow handling instructions and care guidelines given by the
Museum Director, and will complete a Record of Research form.
C. Reproduction: Reproduction of Museum materials for profit-making ventures may
be considered. The Museum Director must obtain written approval from the City in
advance. A licensing agreement must be made with the Museum, and all copyright
restrictions must be followed.
22