===== PDF PAGE 47 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO PUBLIC AFFAIRS COMMITTEE AGENDA ITEM SUMMARY ITEM TITLE: AGENDA ITEM NUMBER: q. A. 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: February 4, 2019 STAFF REVIEW: Tom Dabareiner, AICP SIGNATURE ZS 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. ===== PDF PAGE 48 ===== [Extraction: OCR (rendered-page OCR)] COMMITTEE RECOMMENDATION: At its meeting on January 28, 2019, The Public Affairs Committee voted 6-1 in favor of the Resolution support- ing the new contract. Attachments: Resolution 2019-R-0008 with Contract Letter from Sara Phalen ===== PDF PAGE 49 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 2019-R-0008 A RESOLUTION AUTHORIZING 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 Consulting, 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 ===== PDF PAGE 50 ===== [Extraction: OCR (rendered-page OCR)] 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 1.1 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 ===== PDF PAGE 51 ===== [Extraction: OCR (rendered-page OCR)] ies 1.3 1.4 15 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 ===== PDF PAGE 52 ===== [Extraction: OCR (rendered-page OCR)] 1.6 Ld 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. ===== PDF PAGE 53 ===== [Extraction: OCR (rendered-page OCR)] 1.8 1,9 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, ===== PDF PAGE 54 ===== [Extraction: OCR (rendered-page OCR)] 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 II. OPERATING FEE AND REPORTING oak 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. ===== PDF PAGE 55 ===== [Extraction: OCR (rendered-page OCR)] 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 ===== PDF PAGE 56 ===== [Extraction: OCR (rendered-page OCR)] 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 4.2 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. ===== PDF PAGE 57 ===== [Extraction: OCR (rendered-page OCR)] 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 ===== PDF PAGE 58 ===== [Extraction: OCR (rendered-page OCR)] 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 ===== PDF PAGE 59 ===== [Extraction: OCR (rendered-page OCR)] 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 10 ===== PDF PAGE 60 ===== [Extraction: OCR (rendered-page OCR)] 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: City of West Chicago Phalen Consulting, Inc. Ruben Pineda, Mayor Sara A. Phalen Date Date 11 ===== PDF PAGE 61 ===== [Extraction: OCR (rendered-page OCR)] 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. 12 ===== PDF PAGE 62 ===== [Extraction: OCR (rendered-page OCR)] 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 ¢ 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 13 ===== PDF PAGE 63 ===== [Extraction: OCR (rendered-page OCR)] 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 e 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 —