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HomeMy WebLinkAboutNational Trust for Historic Preservation in the United States 2022-10-111 2022 MEMBERSHIP AGREEMENT HISTORIC ARTISTS’ HOMES AND STUDIOS The National Trust for Historic Preservation in the United States, a nonprofit corporation chartered by Congress, with headquarters located at The Watergate Office Building, 2600 Virginia Avenue NW, Suite 1000, Washington, DC, 20037, (hereinafter the "National Trust"), and the City of Ukiah, Department of Community Services, a nonprofit organization or federal, state, local government agency with its principal place of business located at 431 South Main Street, Ukiah, CA, 95482 on behalf of the historic place known as The Grace Hudson Museum & Sun House (hereinafter "Member") enter into this Agreement effective this October 1, 2022, on behalf of Historic Artists’ Homes and Studios, a program of the National Trust for Historic Preservation. Purpose Historic Artists’ Homes and Studios is dedicated to helping American art-related sites to preserve, document, and interpret their collections and buildings. It provides technical and preservation information to a national network of historic artists’ sites in order to encourage professional development, and creates opportunities for networking and collaboration among these sites. 1.Member: Member enters into this Agreement on behalf of the specific historic place named in the preamble to this Agreement which Member owns and/or manages and which is listed on, or eligible for, the National Register of Historic Places. If the Member does not own the historic place, confirmation that Member has the authority to enter into this agreement must be provided and attached. Member historic place will be included in the Historic Artists’ Homes and Studios program. 2.Term: The term of this Agreement will be from the effective date as specified above and will terminate on June 30, 2023. The next full membership term will be from July 1, 2023 through June 30, 2024. One month after the conclusion of the membership term, members who will be invited to renew will receive a Membership Renewal Amendment, to be signed and returned with Annual Membership Dues by the Member. Upon execution of the signed Membership Renewal Amendment, membership will continue for an additional year starting one year after the commencement date of the initial term. 3.Technical Information: In supporting the operational quality and professionalism of the Member as a historic site that is open to the public for education and interpretation, the National Trust agrees: COU No. 2223-124 2 a. to invite Member to attend National Trust Historic Sites stewardship workshops, traditionally accessible only to the National Trust’s collection of Historic Sites (due to limited space, access to the workshop will be on a first-come, first-served basis). b. to invite Member to any Historic Artists’ Homes and Studios-related events or meetings at the National Preservation Conference, Past/Forward. c. to provide the opportunity for peer-to-peer dialogue and response to questions through Google HAHS list and the HAHS website. d. to provide web space on www.SavingPlaces.org for the HAHS program and hotlink to HAHS website as part of the Historic Artists’ Homes and Studios program as well as a Historic Artists’ Homes and Studios Facebook page and newsletter. e. to provide periodic notification of grant announcements and pertinent information of interest to members via email and update mailings. f. to provide full individual National Trust membership including receipt of Preservation magazine to the primary representative of each Member. 4. Standards: Member agrees to comply with the following minimum standards of the Historic Artists’ Homes and Studios program at the National Trust: a. The site is listed on, or determined eligible for, the National Register of Historic Places; or recognized by a local or state government as being historically or architecturally significant. Loss of designation may result in expulsion from Historic Artists’ Homes and Studios. b. The site is owned by a non-profit organization or federal/state/local government agency. c. The site is stewarded by at least one full-time professional staff member, or professional volunteer and/or board equivalents. d. The site maintains appropriate standards of quality for the visitor experience. e. The site is open to the public on a sufficiently regular basis or by appointment. f. The site maintains, conserves and administers the historic place so as to protect and preserve the historical integrity of features, materials, appearance, workmanship, and environment, and consistently strives to meet the Secretary of the Interior’s Standards for the Treatment of Historic Properties, as currently in effect. 3 g. The site maintains appropriate standards for conservation of its museum collection. The Member agrees that it will continue to maintain, preserve and administer the historic place so as to protect and conserve the related collections in its ownership, possession or control, in an appropriate manner. h. The site demonstrates commitment to education and interpretation and interprets the historic place to a broad and diverse audience, so as to accurately and honestly interpret the history of the site in the context of larger themes of American history and culture. 5. Inspection: If necessary, Member agrees to allow the National Trust and its duly authorized representatives to inspect the member historic place for compliance with the standards of Historic Artists’ Homes and Studios. Member agrees to provide such access and information to the National Trust as may be reasonably needed to assess Member's compliance with the standards. 6. Promotional Information: To promote the Member as a place of historical significance and integrity, the National Trust agrees: a. to include the HAHS program on the National Trust website and link to Member’s website through the HAHS website. b. to promote the activities of the Historic Artists’ Homes and Studios program on the Chesterwood website, Facebook and newsletter. 7. Publicity: The National Trust hereby grants Member the nonexclusive right to use the following statement on materials for the benefit of Member Historic Place, to indicate membership in Historic Artists’ Homes and Studios: “Grace Hudson Museum & Sun House is a member of Historic Artists’ Homes and Studios, a program of the National Trust for Historic Preservation.” Should the Member want to use any other statement, the Member must seek approval from the National Trust in writing 30 days prior to such use to determine mutually satisfactory ways to publicly acknowledge the relationship. However, any publicity other than that stated above, issued by one party relating to the other party shall be approved by the other party prior to release. All parties agree that they will not use the name, logo or trademarks of the other party without receiving prior approval for any such use. Member hereby acknowledges the National Trust's exclusive ownership of its own logo, name, and other trademarks. Member agrees to forward to the representative of the National Trust a copy of each document distributed to the public, which uses the authorized statement. Upon the termination of this Agreement, Member agrees to discontinue the use of the statement and trademarks of the National Trust. 4 Member agrees to display HAHS logo on their site’s public website, using the official logo, designating the site as a member of HAHS, and provided by HAHS. No other representation/image of a HAHS logo, other than that distributed through HAHS may be used. 8. Member Information: Upon request, Member agrees to provide the National Trust with marketing materials such as current and historical photographs, historical information, and a narrative description of the historic place. Member agrees to provide the National Trust with logistical information, such as hours open to the public and such other information as may be relevant, and to update such information as necessary. Member agrees to license the National Trust for Historic Preservation to use Member's name, logo, photographs, and other relevant information in marketing materials including press releases, advertisements, editorials, computerized information systems, and such other marketing material as may be developed for Historic Artists’ Homes and Studios. Any other use shall require the prior approval of Member. The National Trust acknow- ledges Member’s ownership of its trademarks. 9. Cooperative Marketing: a. Advertising. The National Trust may develop marketing and promotional initiatives for all members of the Historic Artists’ Homes and Studios program or other sites affiliated with it from time to time. The National Trust agrees to give Member the opportunity to participate in such marketing and promotional initiatives. Additional fees may apply. b. Cross-Promotional Activities. The National Trust may develop cooperative cross- promotional initiatives for members of the Historic Artists’ Homes and Studios program from time to time. Such initiatives may include programs with Historic Hotels of America, other National Trust Historic Sites, Study Tours and other National Trust programs. The National Trust will give Member an opportunity to participate in such initiatives. 10. Membership Fees: Annual Membership Dues. Member agrees to pay the National Trust a membership fee based on the following categories of membership, based on a site’s annual operating budget: Up to $499,999: $500 $500,000 to $749,999: $750 $750,000 to $999,999: $1,000 Above $1,000,000: $1,250 Annual dues are for the administrative costs to operate the Historic Artists’ Homes and Studios program and provide the above Technical and Promotional Information. 5 b. Optional Additional Services. Optional promotional and technical services may be offered on a fee-for-services basis. Member will have the option of taking advantage of these services, as they become available, for a set fee in addition to Annual Membership Dues. c. Payment Schedule. Annual Membership Dues above, payable to Chesterwood, administrator of NTHP Historic Artists’ Homes and Studios, will be due on July 30, 2022. The invoice for these dues will be mailed in July 2022. You may pay by check or credit card. Credit card numbers can be processed by Chesterwood staff member, Caren Kinne, at 413-298-2036. Please email ckinne@chesterwood.org to arrange a phone appointment. If paying by check, please write your check out to “Chesterwood,” and then put “Historic Artists’ Homes and Studios dues” in the memo line. Checks should be mailed to: Historic Artists’ Homes and Studios, c/o Chesterwood, P.O. Box 827, Stockbridge, MA 01262. d. Renewing Members. For historic places renewing membership, dues are payable on July 1, 2022 and thereafter one year from the above date. 11. Indemnification and Hold Harmless: Member agrees to defend, indemnify, save and hold harmless the National Trust, its officers, trustees, members, agents, employees, and invitees and each of them, from and against any and all claims, costs and expenses, including reasonable attorney's fees and expenses, demands, actions and liability of every kind and character whatsoever arising from any act or omission of Member, its officers, directors, members, agents and employees. The National Trust agrees to defend, indemnify, save and hold harmless the Member, its officers, directors, members, agents, employees, and invitees, and each of them, from and against any and all claims, costs and expenses including reasonable attorney's fees and expenses, demands, actions and liability of every kind and character whatsoever arising from any act or omission of the National Trust, its officers, trustees, members, agents and employees. This paragraph 11 shall survive termination of this Agreement. 12. Termination: This Agreement will terminate according to its terms as indicated in paragraph 2, or: a. upon Member's resignation or termination from Historic Artists’ Homes and Studios for failure to meet the standards established in this document. 6 b. if the National Trust determines that Member has failed to comply with the terms of membership, the National Trust will give written notice to Member of the specific areas in which Member is not in compliance. Member will be given thirty (30) days in which to correct the noncompliance. Member agrees to provide access and/or information to the National Trust for the purpose of assessing whether the noncompliance has been cured. If the noncompliance has not been cured within thirty (30) days, this Agreement will terminate. c. if Member is adjudicated as bankrupt or a receiver is appointed to take over Member's business, or Member elects to liquidate its business, or Member is unable to pay its debts as they mature, or Member acts or fails to act in such a manner as to cause harm to the reputation, membership marks, trade names or trademarks of Historic Artists’ Homes and Studios, then the National Trust will have the right, at the sole discretion of the National Trust, and upon notice to Member, to terminate this Agreement immediately and without liability on the part of the National Trust. d. if Member fails to perform any of its obligations hereunder so as to cause a material breach of this Agreement, the National Trust may terminate this Agreement upon thirty (30) days written notice to Member. Member's resignation or termination in Historic Artists’ Homes and Studios does not entitle Member to any rebate of fees or payments already paid. Member shall remain liable for all fees and payments remaining for the term of the current membership year. 13. Independent Contractors: The relationship between the parties to this Agreement, in the performance of this Agreement, is that of two independent contractors and nothing contained herein will be construed to mean that either of the parties is acting as an employee, employer, partner or joint venturer of or with the other party. All persons performing services which are to be performed by one party will at all times be under the exclusive direction and control of that party and will be employees or agents of that party and not employees or agents of the other party. 14. Notices: All notices, materials, payments and written communications will be sent to the designated representatives of the National Trust and Member at their respective addresses stated herein or at such other address as later specified by written notice. 15. Governing Law: This Agreement will be governed by the law of the District of Columbia regardless of the place of its execution. 16. Assignment: Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. 17. Successors: This Agreement will be fully binding and effective against any and all successors or assigns of either party. 7 18. Representatives: The representative of the National Trust for the purposes of this Agreement is Valerie Balint, Director, Historic Artists’ Homes and Studios. The representative of Member for the purposes of this Agreement is Sage Sangiocomo, City Manager, Department of Community Service, City of Ukiah. Day-to-day communications may be directed to David Burton, Director of Grace Hudson Museum & Sun House, and Valerie Balint, Director, vbalint@savingplaces.org or 413-298-2033. 19. Authority: The parties hereto declare and warrant hereto that they and/or their signing representatives have the full right and authority to execute this Agreement. 20. Sole Agreement: This Agreement constitutes the sole agreement between the parties hereto, and no amendment, modification or waiver of any of the terms and conditions hereof will be valid unless in writing and signed by the parties hereto. 21. Severability: In the event that a court of competent jurisdiction deems any part of this Agreement unenforceable, said unenforceability will not affect any other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereunto have set their duly authorized hand NATIONAL TRUST FOR HISTORIC PRESERVATION IN THE UNITED STATES __________________________________________ Date: ___10/3/2022____ Valerie Balint Director Historic Artists’ Homes and Studios ______________________________________________ Date:________________ David Burton Director Grace Hudson Museum & Sun House ______________________________________________ Date:________________ Sage Sangiocomo City Manager, Department of Community Service, City of Ukiah Grace Hudson Museum & Sun House Oct 7, 2022 Oct 11, 2022