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00-0104_CAPISTRANO CORNERSTONE_Curator Agreement P. t 0 CURATOR AGREEMENT THIS AGREEMENT is made and entered into this /* day of , 1999, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Capistrano Cornerstone, Inc. (hereinafter referred to as "Curator"). RECITALS: WHEREAS, City desires to retain the services of Curator to act as an independent contractor for the purpose of operating and maintaining the Montanez Adobe property owned by City; and WHEREAS, Curator is qualified by virtue of unique experience, training, education and expertise to perform this obligation; and WHEREAS, the Montanez Adobe is an historic property requiring sensitive care and treatment; WHEREAS, the City previously entered into an MOU with David Whittington and Rita Tanner-Propersi, as individuals, to provide for curation of the adobe; and WHEREAS, David Whittington and Rita Tanner-Propersi have requested to be relieved of the Curator duties as individuals and desire to see the curator duties performed by a non-profit successor agency, Capistrano Cornerstone, Inc. NOW, THEREFORE, City and Curator mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Curator shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. Curator warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. 0 This Agreement shall be for a term of three (3) years, to and including September 21, 2002. Section 3. Compensation. V 9 q Cornerstone shall receive no compensation from the City for services. The City shall, however, pay reasonable costs associated with securing the necessary insurance provisions required in Section 14 below. The City will reimburse Cornerstone for actual c:\wpwin60\wpdocs\agree\montanez.agr -1- 09/13/99 costs for improvements for which the City has granted prior written approval. Section 4. Independent Contractor. It is agreed that Curator shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Curator are a substantial inducement for City to enter into this Agreement. Curator shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Curator is permitted to subcontract any part of this Agreement by City, Curator shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Curator. City will deal directly with and will make all payments to Curator. Section 6. Changes to Scope of Work. In the event that either Party prepares a change in the Scope of Work, the Parties hereto shall execute an addendum to this Agreement detailing the change in the Scope of Work. Section 7. City Responsibilities. A. The City shall continue to provide regular landscape maintenance limited to care of the front lawn, trimming of hedges, and trimming of shrubs and trees. B. The City shall coordinate maintenance of the adobe structure including periodic reapplication of adobe mud and whitewashing. Cornerstone will be invited to work with the City on maintenance. C. The City shall maintain the electrical system serving the structure and the building alarm system. D. The City shall provide telephone service to the adobe and will pay the monthly costs for basic phone service up to Twenty-Five Dollars ($25.00) per month. Cornerstone shall be responsible for all usage charges in excess of this amount. Cornerstone may request enhanced phone services such as call waiting or message service. The cost for the enhanced services shall be borne by Cornerstone. The City shall invoice Cornerstone c:\wpwin601wpdocslagreeWontanez.agr -2- 09/13/99 on a monthly basis for all usage charges and any enhanced services they elect. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Curator shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Curator covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Curator. Section 11. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Curator in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Curator agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Curator's professional services. Section 12. Indemnity. Curator agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Curator arising out of or in connection with the work, operation or activities of Curator, its agents, employees and subcontractors in carrying out its obligations under this Agreement. 13. Insurance Requirements The following shall be required of Capistrano Cornerstone Inc. and of any subcontractor employed by Capistrano Cornerstone to perform services under this Agreement. Capistrano Cornerstone shall supply evidence of valid, current coverage in all specified areas for all services covered by this Agreement, whether performed by Board Members, Officers or subcontractors or volunteers. c:\wpwin60\wpdocs\agree\montanez.agr -3- 09/13/99 A. Comprehensive General Liability. Capistrano Cornerstone shall maintain in full force and effect comprehensive general liability coverage, including premises operations, broad form property damage, and blanket contractual liability in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/ not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. Cornerstone shall provide an endorsement to the City establishing that the City has been legally added as an additional insured to the insurance policies required under this Agreement. B. Worker's Compensation. If Cornerstone employs employees or uses volunteer services to perform services under this Agreement, Cornerstone shall obtain and maintain, during the life of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. This policy/policies shall not terminate, nor shall they be canceled, nor the coverage reduced until after 30 days' written notice is given to the City. Section 14. Termination. A. Without Cause. City and Curator shall have the right to terminate this Agreement without cause by giving ninety (90) days' advance written notice of termination to the other party B. For Breach. In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 15. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto c:\wpwin60\wpdocs\agree\montanez.agr -4- 09/13/99 San Juan Capistrano, CA 92675 Attn: Director of Administrative Services To Curator: Capistrano Cornerstone, Inc. Rita Propersi, President 26505 Calle Lorenzo San Juan Capistrano, CA 92675 Section 16. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 17. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY F AN J CAPISTRANO By: CAPI "RANOONERS O NC. BA) ATTEST: Cheryl John n, ity Clerk APPROVED A TO FORM: — q John R. h , City Attorney cAwpwin60\wpdocs\agree\montanez.agr -5- 09/13/99 i EXHIBIT "A" I. Services to be Rendered As curators, Cornerstone agrees to do the following: A. Open the building and grounds to the public on a set schedule. The schedule has been determined to be 10:00 a.m. to 2:00 p.m., Wednesday through Sunday. Cornerstone will, at their discretion, extend the hours as volunteers are available. The building will be closed to the public on Monday and Tuesday. A sign shall be placed, indicating the days and hours of operation. B. Make available a pamphlet to visitors conveying historic information about the adobe. C. Provide educational programs and activities to promote an understanding of the adobe's history. D. Provide routine upkeep of the interior of the adobe by removing cobwebs and dusting furnishings and display pieces. E. Provide routine upkeep of the exterior of the structure by sweeping leaves and removing cobwebs from under the building's eaves. F. Provide routine maintenance of the grounds by picking up trash, removing weeds, and by cleaning up fallen leaves and other yard debris. G. Develop additional freestanding interpretive displays of artifacts which reflect any period of the Adobe's history. H. Provide quarterly reports to the City Manager on April 15, July 15, October 15 and January 15 describing the activities of the previous three month time period. The report shall be provided in the format shown as Attachment 1. H. Prohibited Actions A. Cornerstone shall not make or allow to be made structural modifications of any kind to the Montanez Adobe without prior written approval of the City. B. Cornerstone shall not allow nails, tacks or other sharp objects to be placed in the walls, roof or ceiling of the structure.All parties acknowledge that there are pre-existing nails, nail holes and other marks on the walls of the adobe. c:\wpwin60\wpdocs\agree\montanez.agr -6- 09/13/99 • 7 C. Cornerstone shall not allow holes to be drilled into the structure for any purpose. D. Cornerstone shall not allow any modifications to be made to existing sprinkler system without prior written approval of the City. E. Cornerstone acknowledges that the Montanez Adobe is located in a residential neighborhood. Cornerstone Board Members or volunteers shall not occupy or allow visitors to occupy the Adobe and grounds before 7:00 a.m. each day and after 9:00 p.m. each day. For special activities at the Adobe, Cornerstone may request permission to be on the premises to allow for event set up or take down, as needed, which may extend into these restricted hours. Cornerstone shall submit any such requests in writing to the City's designated representative, at least one week in advance of the activity. F. Cornerstone shall not allow any scheduled activities or events to spill out onto surrounding properties on in the public street in any manner which may preclude the safe passage of vehicles and pedestrian traffic on Los Rios street or into or from adjacent driveways. G. Alcoholic beverages shall not be consumed or made available on the premises. Cornerstone may request permission to serve alcoholic beverages in conjunction with a specially scheduled event or activity. Cornerstone will complete a City Alcoholic Beverage Permit form and submit it to the City for consideration no less than two weeks prior to the proposed event or activity. H. One parking space is provided on the south side of the property for use by Cornerstone. Parking in this space is prohibited between the hours of 9:00 p.m. to 7:00 a.m. Vehicles parked in this space during prohibited hours are subject to citation or tow away. I. Outside storage of materials which may be considered trash and debris are prohibited, subject to the determination of the City's designated representative. III. Modifications Requiring Prior City Approval A. No modifications to the site will be made without prior approval of the City. This includes modifications proposed to construct storage facilities, fencing, arbors, garden shelters, restrooms, educational seating areas, or any other structure. B. No modifications of the current front or rear yard landscaping plan will be made without prior approval of the City. Any proposed landscaping changes must be submitted to the City as a landscaping plan. The report "Condition Assessment of the Montanez Adobe" by Gilbert A. Sanchez, Inc., shall be used as a guide in considering any proposed landscape alterations. Additionally, the recommended plant list developed by the Los Rios Review Committee shall also be used as a guide. c:\wpwin60\wpdocs\agree\montanez.agr -7- 09/13/99 y s 0 C. No modifications to the doors of the adobe will be made without prior approval by the City. Scaled drawings depicting proposed changes to the doors will be submitted for City review and approval. D. Cornerstone shall make no permanent alterations to the floor of the adobe. This does not preclude the application of temporary floor treatments to provide for dust control. Any temporary floor treatments must be non-permanent and reversible. The report, "Condition Assessment of the Montanez Adobe" by Gilbert A. Sanchez, Inc. shall be used as a guide in considering any proposed alterations. E. No trees shall be removed without receiving prior approval from the City. An Application for tree removal will be required to be submitted for consideration. F. Cornerstone has undertaken a fundraising campaign to create commemorative tiles, to be used in a decorative pathway called " Polonia's Pathway". The design of the pathway will be submitted to the City for approval prior to the installation of commemorative tiles. G. The City may require review of proposed plans identified in A, B, C, D and F, above, by the appropriate City Commissions as determined by the City Manager. IV. Miscellaneous Provisions A. A Board member of Cornerstone, or a volunteer representative, shall remain on site at all times the building and grounds are open to the public. B. The San Juan Historical Society Walking Tour Guides desire to continue to feature the adobe as part of their tours. The Walking Tour Guides will have unrestricted access during regular hours when the Adobe is open to the general public. C. All furniture, photographs and other items in the adobe shall remain in the adobe. Nothing shall be removed without prior City approval. All furniture and artifacts provided by the San Juan Capistrano Walking Tour Guides may be removed at their discretion. D. Any artifactual items recovered or found on the site are City property and shall remain at the Montanez Adobe. City Staff shall be notified of any finds so that materials can be catalogued and inventoried. The City reserves the right to remove artifactual items from the property as determined by the City Manager. E. All provisions of the City's Municipal Code are to be followed. If the Municipal Code is inadvertently violated, Cornerstone shall be notified and given a reasonable opportunity to cure the violation before default or "cause" is established. F. Cornerstone recognizes that, as a historic residential neighborhood, the Los Rios Historic District has challenges in handling large numbers of cars or vehicles. The City seeks to prevent adverse traffic and pedestrian impacts to the neighborhood. Cornerstone c:\wpwin60\wpdocs\agree\montanez.agr -8- 09/13/99 * 0 0 will provide advance, written notice to the City's designated representative of any events, tours or site visits of groups likely to exceed 40 visitors at one time. Cornerstone agrees that in all literature, flyers and information it provides it will indicate that tours of the adobe are available to groups of Less than 40, due to site constraints. G. Cornerstone shall provide to the City a list of holders of keys received from the City to the adobe. All parties acknowledge that other persons have keys to the adobe. H. On an annual basis, Cornerstone shall provide the City with a written list of the names and addresses of all members of the Board of Directors and officers. The list shall be provided to the City's designated representative in July of each year the agreement is in effect. Cornerstone will provide written notification to the City in the event Board membership changes. I. On a quarterly basis, the City's designated representative shall meet on site with Cornerstone representatives for a walk through of the property. A schedule for these walk through visits will be mutually determined by the City and Cornerstone. The purpose of these visits is to provide an opportunity to discuss activities and events to be held at the adobe, to review its overall condition, and to discuss any pending requests for modifications to the property. J. On February 15 of each year, Cornerstone will submit to the City a written request for maintenance or structural items needed for the property. The City will consider this information during its annual budgetary preparation process. The City's designated representative will provide Cornerstone with information about the status of each request after the City Council has approved the annual budget. K. Due to the likely presence of children visiting the Adobe and grounds, all Cornerstone Board Members on the premises at any time shall have completed a security back ground check by the City of San Juan Capistrano. All Cornerstone volunteers on the premises at any time shall have completed a security background check by the City of San Juan Capistrano. No Board Member or volunteer shall begin work at the Adobe without successful completion of the background check, to be conducted by the Orange County Sheriffs Department. The City reserves the right to preclude any Board Members and/or volunteers from working on the premises. L. Cornerstone shall maintain all requirements necessary to retain its status as a non-profit public benefit corporation. c:\wpwin60\wpdocs\agree\montanez.agr -9- 09/13/99 ATTACHMENT "1" MONTANEZ ADOBE QUARTERLY REPORT Information for the period of: Description of activities and events during the quarter: Status of work in approved improvement projects: Summary of any donations received or fundraising activities: Grant funds: Private Donations: Other: Number of visitors during the quarter: Number of volunteer hours worked during the quarter: Proposed activities for the upcoming quarter: Submitted by: Date: c:\wpwin60\wpdocs\agree\montanez.agr -10- 09/13/99