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HomeMy WebLinkAbout22-78 Resolution No. 22-78 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SERVICES AGREEMENT WITH ELGIN PUBLIC MUSEUM INCORPORATED TO PROVIDE SERVICES TO MAINTAIN PUBLIC PROPERTY EXHIBITS AND PROVIDE EDUCATIONAL PROGRAMMING BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase of Services Agreement on behalf of the City of Elgin with Elgin Public Museum Incorporated, to provide services to maintain public property exhibits and provide educational programming, a copy of which is attached hereto and made a part hereof by reference. _s/David J. Kaptain David J. Kaptain, Mayor Presented: May 11, 2022 Adopted: May 11, 2022 Omnibus Vote: Yeas: 8 Nays: 0 Abstain: 1 Attest: _ s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE OF SERVICES AGREEMENT THIS AGREEMENT is hereby made and entered into this 11 day of May 2022,by and between the CITY OF ELGIN,an Illinois municipal corporation(hereinafter referred to as "City") and ELGIN PUBLIC MUSEUM INCORPORATED, an Illinois not-for-profit corporation, (hereinafter referred to as"EPM"). WITNESSETH WHEREAS,the City owns the property commonly known as 225 Grand Boulevard,Elgin, Cook County,Illinois 60120(hereinafter referred to as the"Subject Property"), on which is located a structure being operated as a museum and containing many items and exhibits of natural history (hereinafter referred to as the"Museum"); and WHEREAS,the structure located on the Subject Property was constructed in 1907 to house the natural history collection of Mr. and Mrs. G.P. Lord;and WHEREAS,the Museum opened on November 12, 1920 as the Elgin Audubon Museum under the operation of the Audubon Society pursuant to an agreement with the City first entered into in 1917; and WHEREAS,in 1961 the Audubon Society disbanded and the City was then responsible for the operation of the Museum; and WHEREAS,in 1975 the name of the Museum was changed to the Elgin Public Museum; and WHEREAS,in 1982 EPM was incorporated as an Illinois not-for-profit corporation,which has, as part of its stated purpose,the purpose "to administer and operate the Elgin Public Museum and to promote the development of the Elgin Public Museum's collection and service"; and WHEREAS, in 1983 the City first entered into an agreement with EPM providing for EPM's operation of the Museum; and WHEREAS,in 1992 the Museum was designated a historic landmark by the City of Elgin; and WHEREAS,in 1998 construction began on the east wing of the structure, and in 2000 the Museum reopened with a handicapped accessible north entrance, an elevator, and public restrooms; and WHEREAS, the City and EPM have determined that the Museum is of great historical significance to the City of Elgin, and that the Museum should continue to operate under EPM; and WHEREAS,the City and EPM have determined that it is necessary and desirable to enter into this Agreement whereby EPM will continue to provide services to the City relating the operation of the Museum, the maintenance of the exhibits, and the provision of educational programs to the community at the Museum. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. Services. City shall purchase, and EPM shall provide all of the services at the prices, dates and times, locations, and terms described by Exhibit A, attached hereto and made a part hereof (the "Subject Services"). EPM represents and warrants that it has the skills and knowledge necessary to conduct the Subject Services that are provided for in Exhibit A. In the event of any conflict between the terms and provisions of this Agreement and Exhibit A hereto, the terms and provisions of this Agreement shall control. 2. Term. This Agreement shall commence on the date of the execution hereof and shall terminate on December 31, 2022. 3. Compensation. In consideration of the rendering of services by EPM under this Agreement, the City agrees to pay EPM the lump sum amount of sixty thousand dollars($60,000), which shall be paid by the City to EPM within thirty(30)days of the execution of this Agreement. 4. Records and Reports. EPM shall complete, maintain, and submit to the City any and all records,reports, and forms relating to the Subject Services in this agreement as requested by the City. Without limiting the foregoing,the parties further agree as follows: A. EPM shall provide to the City Manager or his/her designee a quarterly financial report, which shall include but not be limited to general financial information from the prior quarter detailing income and/or receipts from the Museum and the disbursements of the monies paid to EPM by the City pursuant to this Agreement. B. The City has the right to review all accounting records of EPM related to the use of the monies paid or to be paid by the City to EPM pursuant to this Agreement upon ten(10) business days advance notice from the City to EPM. C. EPM shall maintain records showing actual time devoted and costs incurred pursuant to this Agreement. EPM shall permit an authorized representative of the City to inspect and audit all data and records of EPM for work done under this Agreement. EPM shall make these records available at reasonable times during the term of this Agreement and for one year after any termination or expiration of this Agreement. 5. EPM Board of Directors. In the event that EPM has not already done so, within ninety (90) days of the commencement of this Agreement, EPM shall amend its corporate By- Laws relating to the composition of EPM's Board of Directors to expressly provide as follows: One (1) director shall be a staff representative of the City of Elgin, to be appointed by the City Manager in his or her sole discretion. 6. Manner of Operation. 2 A. Museum policy shall be the joint responsibility of the City and EPM. Upon the execution of this Agreement, the parties shall jointly prepare a statement of Museum policy detailing the type of collection, manner of display, and other items and activities of the Museum. EPM may develop and seek to amend this statement of Museum policy, provided,however,that any amendment to the policy statement shall be subject to the written consent and approval of the City. EPM shall maintain and operate the Museum in compliance with the policy statement. B. EPM shall perform its obligations under this Agreement in a professional manner and in conformance with the terms of this Agreement, its articles of incorporation and the most recently published American Alliance of Museums Code of Ethics for Museums. 7. Maintenance and Care of Facilities. In connection with the Subject Services, EPM warrants and agrees to maintain all facilities, vehicles, and equipment used in the performing of the Subject Services in a clean, sanitary and safe condition and free from defects of every kind whatsoever. EPM agrees and warrants that EPM will periodically inspect all of such facilities, vehicles, and equipment for such purposes. EPM also warrants that EPM and EPM's facilities, vehicles, equipment used in the performing ofthe Subject Services are not now,nor shall be during the term of this Agreement in violation of any health, building, fire, zoning, or vehicle code or regulation or other applicable requirements of law. In connection with the Subject Services on properties owned or controlled by the City,EPM agrees and warrants to use, and to cause persons participating in the Subject Services to use, through proper supervision and control, all facilities with due care, and to report all defects in or damage to any such facilities, and the cause thereof, if known,immediately to the City Manager of the City. 8. Maintenance of Building. The City agrees to undertake the following maintenance responsibilities under this Agreement; provided, however, that the performance, timing, and method of performing any repairs and/or maintenance under this section shall be in the sole discretion of the City. EPM shall promptly notify the City in writing of any necessary or recommended repairs as they become known to EPM. A. Except as otherwise provided herein, the City shall be responsible for the repair and maintenance of the Museum structure, including the roof and ceiling, walls, staircases and railings, balcony railing, doors and thresholds, flooring,windows,window casing, glass (not including display case glass), locks, interior and exterior painting, tuckpointing,brick maintenance, eaves, vents, and fire extinguishers. B. The City shall timely pay the following Museum utility bills: gas, electricity, telephone (local only), water, and sewer. C. The City shall maintain and repair as necessary the Museum alarm system so that it is in good working order. D. The City shall maintain the Museum grounds in a clean, safe, and attractive condition. E. The City shall provide for regular garbage removal from the Museum. 3 F. The City shall maintain and repair as necessary the plumbing, sewer, heating, and electrical systems of the Museum in good working order. G. The City may make capital improvements to the Museum when determined to be necessary or desirable by the City and adequate funds are available and appropriated by the City for such purposes. 9. Compliance with Law. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, EPM shall comply with all applicable federal,state,city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, EPM hereby certifies, represents and warrants to the City that all of EPM's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. EPM shall also, at its expense, secure all pemrits and licenses, pay all charges and fees,and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. The City shall have the right to audit any records in the possession or control of EPM to determine EPM'S compliance with the provisions of this section. In the event the City proceeds with such an audit, EPM shall make available to the City EPM'S relevant records at no cost to the City. EPM shall pay any and all costs associated with any such audit. 10. Breach and Default. If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default,and the other party has the right to seek administrative contractual or legal remedies as may be suitable to the violation or breach; and,in addition,if either party by reason of any default,fails to within fifteen(15) days afternotice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. In addition to any other remedies, in the event the City terminates this Agreement as a result of a breach or default by EPM under this section, EPM shall refund to the City on a pro rata basis the funds paid to EPM hereunder for remaining term of this Agreement. Notwithstanding the foregoing, or anything else to the contrary in this Agreement, with the sole exception of an action to recover the monies the City has agreed to pay EPM pursuant to section 3 of this Agreement, no action shall be commenced by EPM against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of EPM in this Agreement and the City is the prevailing party in such action,the City shall also be entitled to recover from EPM reasonable interest and reasonable attorney's fees. I t. Termination. Notwithstanding any other provision hereof, the City, in its sole discretion,may terminate this Agreement at any time for convenience or any other reason without penalty upon thirty(30)days written notice to EPM. In the event this Agreement is so terminated, EPM shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that such payment shall not in any event exceed the total amount set forth undersection 3 above. Additionally,in the event this Agreement is so terminated,EPM shall immediately cease any further work and/or expenditures under this Agreement upon its receipt of a notice of termination, and shall refund to the City any unearned or unexpended funds that it has received from the City under this Agreement. 4 12. Limitation of Liability. In no event shall City be liable for any monetary damages in excess of the amount of monies to be paid by the City to EPM pursuant to section 3 of this Agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. Waiver of Claims. EPM hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law,including, but not limited to,pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 14. Indemnification. To the fullest extent permitted by law, EPM shall indemnify, defend and hold harmless the City, its officers, employees, agents,boards and commissions from and against any and all claims, suits, judgments, costs, attorney s fees, damages or other relief, including but not limited to worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of EPM in connection herewith, including negligence or omissions or agents of EPM arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 15. Insurance. EPM agrees to obtain, furnish, and maintain in full force and effect during the entire tern of this Agreement, at its sole cost, the insurance coverages outlined herein. A. Comprehensive Liability. EPM shall provide, pay for and maintain in effect,during the tern of this Agreement, a policy of comprehensive general liability insurance with limits of at least $1,000,000 aggregate for bodily injury and$1,000,000 aggregate for property damage. EPM shall deliver to the City a Certificate of Insurance naming the City as additional insured. The policy shall not be modified or terminated without thirty (30) days prior written notice to the City. The Certificate of Insurance shall include the contractual obligations assumed by EPM under section 14 herein entitled "Indemnification" shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively, if the insurance states that it is excess or prorated,it shall be endorsed to be primary with respect to the City. B. Comprehensive Automobile Liability. EPM shall carry Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles with limits of not less than$500,000 per occurrence for damage to property. C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence subject to $1,000,000 aggregate. 5 D. Worker's Compensation. EPM shall provide worker's compensation coverage covering all persons employed by EPM in accordance with the requirements of Illinois law. E. Professional Liability. EPM shall carry, when applicable, Professional Liability Insurance covering claims resulting from error, omissions, or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance shall be submitted to the City as evidence of insurance protection. The policy shall not be modified or terminated without thirty(30) days prior written notice to the City. 16. No Personal Liability. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. City Ownership, No Liens or Encumbrances. It is agreed and understood that the City owns, and shall continue to own, all right, title, and interest to the Subject Property and the Museum, including but not limited to the real estate and building improvements thereon, and all personal property and the collection located therein, and nothing herein nor any of the services to be provided by EPM is intended to or shall be construed to provide EPM with any rights thereto, with any and all such ownership and rights remaining with the City. EPM shall not indirectly or directly create, incur, or suffer to exist any mortgage, pledge,charge, lien, encumbrance, or claim on, or with respect to,the Subject Property without the prior written consent of the City, in its sole discretion. 18. Funding Opportunities. It is recognized by the parties that EPM may wish to access certain grant funding pools whereby the City must act as a"pass through"or coordinating agency. In such cases, the City Manager is authorized to execute, administer, and manage such grants on behalf of the City and EPM,provided that any such grant does not necessitate an appropriation of funds by the City. 19. Nondiscrimination. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age,race, color, creed,national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to,but not be limited to,the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the City. 20. Sexual Harassment Policies. As a condition of this Agreement, EPM shall have written sexual harassment policies that include, at a minimum, the following information: 6 A. The illegality of sexual harassment; B. The definition of sexual harassment under state law; C. A description of sexual harassment, utilizing examples; D. EPM's internal complaint process including penalties; E. The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. Directions on how to contact the department and commission; G. Protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by EPM to the Department of Human Rights upon request (775 ILCS 5/2-105). 21. Substance Abuse Program. As a condition of this Agreement, EPM shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City Manager prior to the entry into and execution of this Agreement. 22. Severability. The terms of this Agreement shall be severable. The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 23. Modification or Amendment. This Agreement and its exhibits constitutes the entire agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 24. Applicable Law and Venue. This Agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be the Circuit Court of Kane County, Illinois. EPM hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof; and EPM agrees that service by first class U.S. mail to Elgin Public Museum, 225 Grand Boulevard, Elgin, Illinois, 60120, shall constitute effective service for all purposes. Both parties hereto waive any rights to a jury. 25. Notices. All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: 7 As to the City: As to EPM: City Manager President City of Elgin Elgin Public Museum 150 Dexter Court 225 Grand Boulevard Elgin, IL 60120-5555 Elgin, IL 60120 With a copy to: Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120-5555 26. No Partnership or Agency. This Agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. EPM understands and agrees that the relationship of EPM to the City arising out of this Agreement shall be that of an independent contractor. It is expressly agreed and understood that EPM and EPM's officers, employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 27. Joint Work Product. This Agreement is and shall be deemed to construe to be a joint and collective work product of the City and EPM and,as such, this Agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 28. Successors and Assigns. This Agreement and each and every portion thereof shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement and the obligations herein may not be assigned by EPM without the prior express written consent of the City,which consent may be withheld in the sole discretion of the City. 29. Delegations and Subcontractors. Any assignment, delegation,or subcontracting of any of the obligations under this Agreement shall be subject to all of the terms, conditions and of this Agreement, and EPM shall remain liable to the City with respect to each and every item, condition,and other provision hereof to the same extent that EPM would have been obligated if it had done the work itself and no assignment, delegation, or subcontract had been made. No assignment, delegation, or subcontracting of this Agreement may be made by EPM without the prior express written consent of the City,which consent may be withheld in the sole discretion of the City. 30. Headings. The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference, and in no way are they intended to define,limit, or describe the scope or intent of any provision of this Agreement,nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 8 31. Execution. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this Agreement, any signed copy of this Agreement transmitted by fax machine or e- mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by fax machine or email shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this Agreement shall be re-executed by the parties in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this Agreement and shall forever waive such defense. SIGNATURE PAGE FOLLOWS 9 IN WITNESS WHEREOF,the undersigned have entered into executed this Agreement on the date and year first written above. CITY OF ELGIN,an Illinois municipal ELGIN PUBLIC MUSEUM corporation INCORPORATED,an Illinois not-for-profit corporation By: By: City Manager Att st: Si' ure City Clerk Title Legal Dept\AgreementTlginPublic MuseumAgr-2022-Clean 4-2 1-??.docx 10 EXHIBIT A Elgin Public Museum Scope of Services —2022 Purchase of Services Agreement In providing the services under this Agreement, EPM shall seek to promote a comprehension and appreciation of both our natural world and of other cultures, both past and present, and to increase the public's awareness of the decisions human cultures have made through time. EPM shall accomplish this through the Museum exhibits, programs, interactive experiences,and other services provided for under this Agreement. I. General Operations of Museum. A. EPM shall be primarily responsible for the day-to-day operation of the Museum. EPM shall cause the Museum to be opened to the general public not less than five hundred twenty (520)hours per calendar year unless the Museum is unable to be opened for an extended period of time due to destruction of the Museum or some other cause beyond the reasonable control of the parties including, floods, storm, fire, strikes, war, interruption of power,pandemic or disease,or by any law or regulation. B. EPM shall staff the Museum with any personnel necessary for EPM's operation of the Museum under the Agreement. Any such personnel shall be considered agents or employees solely of EPM, and not of the City. EPM shall be solely responsible for any acts or omissions or its employees or agents. C. EPM shall provide forthe Museum's administrative needs,printing,and photocopying D. EPM shall maintain the Museum in a clean and attractive condition,including but not limited to regular dusting, sweeping,washing walls and windows,etc. E. EPM shall maintain and endeavor to improve Museum services,satellite exhibits,and participation in community events. II. Maintenance of Records. A. EPM shall maintain and update Museum records as required. Such records shall be available to the City for inspection and/or copying at all reasonable times, and shall include,but are not limited to, the accession log, inventory,object catalog, condition, treatment,repairs,original data,and all other documentation and files of the Museum. B. EPM shall maintain accurate records detailing all receipts and expenditures of EPM with respect to its operation of the Museum pursuant to this Agreement. Such records shall include but not be limited to any donations to the Museum and receipts from the Museum gift shop,and such records shall be available to the City for inspection and/or copying at all reasonable times. III. Donations. 11 EPM shall use reasonable efforts to solicit donations to be applied toward the operation of the Museum,in accordance with the terms of this Agreement and the statement of Museum policy. Funds obtained by donations shall be used to maintain and improve the Museum's operations and collections. Donations may also be used to maintain and improve the Museum building, subject to the prior approval of the City. EPM shall maintain records showing the source any donation received,the amount of the donation,and the use of the donated funds. IV. Collection. A. EPM shall maintain,repair, and display the collection as provided in this Agreement and herein. Items in the collection shall be maintained in a clean and attractive manner. A proper environment for the care and preservation of the collection,including but not limited to a proper standards of temperature, relative humidity, lighting, and other environmental factors within the control of EPM, shall be maintained within the Museum facility. B. EPM shall maintain and repair display cases, open display areas, display tables and panels,and Museum furnishings(i.e., desks,chairs,etc.). C. Collection items shall be altered or disposed of by EPM only as provided herein. From time-to-time, EPM shall review and determine whether any items of the collection that should be considered for alteration or disposal. Prior to any actual alteration or disposal,EPM shall notify the City of the proposed alteration or disposal for the City's review. No item or part of any collection shall be altered or disposed of without the prior written consent of the City, in its sole discretion;provided,however,that in the case of an item,specimen,or part of a collection that has been determined to be infested or otherwise poses a health or safety risk to the Museum,the collection, or the public, EPM shall immediately remove and/or isolate any such items and immediately notify the City of the same. Any disposal or alteration of any items by EPM following approval by the City shall be performed in accordance with common and acceptable museum industry standards. V. Gift Shop. EPM shall maintain and operate the gift shop within the Museum. Items sold at the gift shop shall be consistent with the character and decorum of the Museum. Any profits from the operation of the gift shop shall be used solely to support the Museum's operation. As part of its obligations under this Agreement, EPM shall maintain accurate records showing any receipts from the gift shop,costs from the operation of the gift shop,including the costs of goods,and a statement of profits/losses. VI. Other Duties and Services. A. EPM shall provide qualified and competent staff of the coordination of all museum functions and services. B. EPM shall be responsible for the operation of the programs carried out under the terms of this Agreement. EPM's board president or the president's designee(s) shall be 12 responsible for the day-to-day operations of the Museum and the general supervision and management of the business affairs of the Museum under this Agreement. C. EPM shall provide and be responsible for any office space, general office supplies, office equipment, auto, rent, accounting and legal services, insurance,payroll taxes, general postage, communications,and other technology necessary for carrying out the terms of this Agreement; provided,however, that the City may provide the Museum with computers, software,or other similar equipment or items when determined to be necessary or desirable by the City and adequate funds are available and appropriated by the City for such purposes. D. EPM shall operate the programs contemplated in this Agreement for the public good and for promotion of the City as the"City of Choice". E. EPM shall, in collaboration with the City, provide an ongoing strategy for Museum programming based upon current initiatives. F. EPM shall make its books, financial records, and other documents concerning the operation of the Museum and/or the funds expended under this Agreement available to the City for inspections,copying, review, and audit at no expense to the City. EPM shall provide an annual report and accounting of expenditures of the funds covered by this Agreement at no expense to the City. G. EPM will use reasonable efforts to utilize and engage business,community,and civic volunteers to help implement key initiatives. H. EPM shall cooperate with any other museum-related boards and agencies as designated by the City, including but not limited to the Elgin Historical Society and Elgin Friends of Lord's Park Zoo, or with any museum-related board, agency, or professional performing work associated with this Agreement. I. EPM shall cooperate with any consultants or other third parties retained by the City with respect to any work associated with this Agreement. VII. Deliverables. During the term of this Agreement, EPM will further provide to the City and/or perfonn the following objectives: A. Develop a balanced budget for the operation of the Museum that will stabilize the Museum's annual budget through specific initiatives or actions, including but not limited to the diversification of revenue streams, reviewing programs, and reducing overhead. B. Use reasonable efforts to increase the Museum's volunteer base,board participation, membership,and general attendance by twenty percent(20%). C. Establish organizational partners and cultivate relationships with the community to share resources and develop cross-promotion opportunities. 13 D. Develop a five-year strategic plan that identifies new exhibits, a unique niche for the Museum, and rebranding efforts. 14