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Resolution 2994 - Authorizes Acceptance of Conrad MansionRESOLUTION NO. 2994 A RESOLUTION TO AUTHORIZE ACCEPTANCE OF THE CONRAD MANSION BY THE CITY OF KALISPELL AND AGREE TO OPERATION AGREEMENT. BE IT RESOLVED BY THE CITY COUNCIL that the City does accept the property known as the Conrad Mansion, more particularly described as Lots 1, 2, 3, 4, 5, and 6 of Block 195, Kalispell Townsite Company's Addition No. 2 to Kalispell, Montana, according to the map or plat on file and of record in the office of the Clerk and Recorder, Flathead County, Montana, under the terms of the Agree- ment as proposed to the City by Mrs. Alicia Conrad Campbell attached hereto as Exhibit "I" and by this reference made a part hereof. " The Mayor is hereby authorized to forthwith execute said Agreement on behalf of the City. The Mayor is further authorized and directed to perform those acts necessary to carry out the City's obligations under said Agreement. PASSED AND ADOPTED BY THE CITY OF KALISPELL THIS llth DAY OF Laurence G. Bjorn y, Mayor "EXHIBIT A" Lots 1 to 6 inclusive of Block 195 of Kalispell Addition No. 2, according to the map or plat thereof, on file and of record in the office of the Clerk and Recorder, Flathead County, Montana. (Legal descripti9dof Mansion 1, the undersigned, City Clerk of the Cit, 'f Kalispell, 1.hereby�ejht!fy that the fore• going Is a true and correct copy of the ,,resqlution duly. passed I city council of the City of Kalispell, Montana, at a rp'. to December 11, 1974 gu 0 meeting onh ty AGREEMENT THIS AGREEMENT, made and entered into this � day of l)z1 /� illl° 4t 1r1 V 1974, by and between the CITY OF KALISPELL, Montana, a 111unicsipal cor.[,oration, hereinafter referred to as "CITY", and ALICIA CONRAD CAMPBELL of Missoula, Montana, hereinafter referred to as "MRS. CAMPBELL'.', W I T N E S S E T H: WHEREAS, MRS. CAMPBELL is the owner of the real property described in Exhibit "A" attached hereto and by this reference made a part of this Agreement, and commonly referred to as "THE CONRAD MANSION"; and, WHEREAS, the Conrad Mansion possesses great historical signific- ance to the residents of the City of Kalispell, Flathead County, the State of Montana, and the nation, and is one of the few remaining homes that depicts the way of life that existed for one .strata of Montana society'at the turn of the century; and, WHEREAS, the Conrad Mansion is a home of unique beauty and worthy of preservation for the edification and education of the young people of this nation; and, WHEREAS, MRS. CAMPBELL has dreamed of establishing the Mansion Is a memorial to her parents to pay tribute to their efforts and `oresight in converting a raw westtr� ttlement info a(community if physical beauty and cultural advantag i 4ar above the normal; and, WHEREAS, by a letter of intent dated November'16, 1973, a copy of which is attached hereto as Exhibit "D", MRS. CAMPBELL signified her intention to give said Mansion to the CITY as a memorial to her parents; and thereafter, and in reliance upon such letter of intention, the CITY did, make certain improvements on said premises and its contents and expend thereon for such purposes the sum of approximately $15,000.00; and WHEREAS, after continued negotiations, the parties have now agreed upon the terms of such gift for preserving this historical property for the benefit of coming generations, which terms are' embodied -in this Agreement, NOW THEREFORE, in consideration of the mutual covenants herein contained, it is hereby agreed between the parties as fo]lowst t. MRS. CAMPBLI.i. hereby agrees to give and donat-o to the CITY, in memory of her parents, Charles Edward Conrad and Alicia Davenport Conrad, the real property described in Exhibit "A" attached hereto M and by this. reference made a part of this Agreement, and CITY agrees to accept said gift on the terms and conditions hereinafter set forth. 2. The CITY agrees to take and hold title to said property in the name of the CITY for the public uses and purposes herein stated. 3. The CITY agrees that said property shall be used only as a public museum and that the repair and restoration, maintenance and operation thereof will be supervised and governed by a board, to be known as "The Conrad Mansion Directors", hereinafter called "BOARD". The members thereof are to be named and appointed and to operate the Mansion as hereinafter stated. The CITY Further agrees that MRS. CAMPBELL, for the period of her lifetime, may occupy, for her personal use, an apartment consisting of two (2) rooms, bath and kitchenette, in the northwest corner of the ground floor of the Conrad Mansion. Except for restoration of plaster and floors, which would have to be done in any case, MRS. CAMPBELL shall pay all costs of restoration, renovation and remodeling for said apartment, title to which shall vast in the CITY upon the death of MRS. CAMPBELL. 4. The CITY agrees that it.will provide the sum of Thirty -Five Thousand Dollars (635,000.00), which sum shall be placed in a special fund with the City Treasurer to be disbursed and spent only in the following_ manners At such time, and from time to time, as the BOARD shall, by its own efforts, raise money for said museum, the CITY at the request of the BOARD, shall disburse from said special fund amounts equal to the amounts raised by the BOARD, all of which City funds and matching monies shall be spent only for capital repairs and improvements to the Mansion. The CITY agrees that if all of said sum has not been used in the taxable year in which it was r.tised, that it will carry said funds forward to the following taxable year or years for use for.the same purposes and in the same manner. - 2 - 5. It is agreed that, after making provision for said sum of Thirty -Five Thousand Dollars ($35,000.00) above mention:d, the w CITY will have no further obligation for the capital repair and improvements or.restoration, maintenance and operation of said property as a museum or in any other use, but that such further repair., restoration, maintenance and operation shall be the obliga- tion of the BOARD with funding provided by the BOARD. It is further agreed that all donations for the benefit of .the Mansion shall be taken in the name of the CITY and placed in a special fund available for use for any and all purposes of the repair, restoration, main- tenance, operation and furnishing of the Mansion. The CITY agrees that it will disburse such funds for any and all of such purposes upon the request and direction of the BOARD, which disbursements shall be made within ten days after receipt by the CITY of written request from the BOARD for such disbursement. 6. The CITY agrees that any donations, gifts, grants, bequests or endowments from any pource which accrue to the mentioned museum project shall be deemed to be funds raised by the BOARD and shall not be considered as "City Funds" in the matching funds agreement above. .7. The CITY agrees to use said property solely as a public museum. In the event that the Conrad Mansion is destroyed by fire or other natural catastrophe, or future events render it unfeasible to use said property as a museum, or if MRS. CAMPBELL shall fail to give to the CITY the furniture as herein agreed upon, then the BOARD, with 'the consent of the CITY, may devote such property to same other public service or use. But if the BOARD and the CITY are unzblr to agree upon such another use, then all of said property Khall be sold at public auction, or be sold in a manner approved by the then Judge of Department One of the Eleventh Judicial District of: the state of Montana, in and for the County of Flathead, and the proceeds of such sale, after deducting all costs and the payment of ull. obligations, shall be used for the benefit of the children of the City of Kalispell, by the construction of some permanent recrea- mm tional facility dedicated to the memory of Charles Edward Conrad and Alicia Davenport Conrad. S. MRS. CAMPBELL agrees to give to the CITY for use in the museum the furniture listed on Exhibit "B", hereto attached and 4 by this reference made a part hereof, upon the express condition that the real property described herein is used for an operational public museum within a period of five (5) years from the date hereof. In the event said property is not operated as a museum within said five (5) year period, or ceases to be so operated within fifteen (15) Years from the date hereof, the personal property described in exhibit "B" shall revert to MRS. CAMPBELL, her heirs or assigns. The furnishings and furniture shall be insured by the CITY in an amount reasonably agreeable with the value thereof. 9. In addition to the property herein described on Exhibit "A", MRS. CAMPBELL owns land directly across woodland Avenue described on Exhibit "C" hereto attached. If said property is sold, the CITY shall have the first right to `purchase said property at the same price and conditions of any bona fide offer. The exercise of this right shall be by written notice to MRS. CAMPBELL , or the executor or administrator of the estate of MRS. CAMPBELL, within thirty (30) days after the CITY has received written notice of such offer. Within thirty (30) days following notification of MRS. CAMPBELL by the CITY that it intrnds to purchase the property, MRS. CAMPBELL or the executor or administrator of the estate of MRS. CAMPBELL shall cause to be delivered to the CITY a title insurance polciy commitment showing good and merchantable title to said property to be vested in MRS. CAMPBELL or the estate of MRS. CAMPBELL. If said title is merchantable, then MRS. CAMPBELL or her executor or administrator and the CITY shall take such steps as may be necessary to have the salo accomplished or to have the sale approved by the Coart in which the estate of MRS. CAMPBELL is being probated. - 4 - 10. MRS. CAMPBELL agrees that, if in the opinion of the BOARD and the CITY, it becomes more feasible and convenient to operate the property as a museum under the ownership of Flathead County, Montana, or the State of Montana or the United States, then a at the request of the BOARD,,the CITY shall transfer title to the whole of said property to Flathead County, or the State of Montana or the United States, as the case may be,'but only upon the con- -- dition that it be ,operated and disposed of within the terms of this Agreement. ll. 'It is agreed that the museum shall be known as "THE C014RAD MANSION HISTORIC SITE" and its restoration and operation will be governed solely by a board of directors consisting of nine peroons Lo be known as "T1JE CONRAD MANSION DIRECTORS". All board members, except the initial board, shall serve a term of four years from the date of their appointment. Four members of the BOARD shall be appointed by the Mayor,of the City of Kalispell with the advise and consent of the Kalispell City Council, or, if title to the Mansion is later vested in another entity as provided in Paragraph 10 hereof, then thereafter such other entity shall apoint two members of the BOARD and the Mayor of the City of Kalispell shall therafter appoint only two members to the BOARD; one board member shall be :appointed by the President of the Flathead Valley Community College; ones board member shall be appointed by the President of the University of Montana; two board members shall be appointed by the Board of County Commissioners of Flathead County,.ktontana. In order to stagger u expiration dates of the appointments to be made and so that all .>f the directors' terms will not expire in any one year, the first tern of one of the directors appointed by- tho CITY shall expire four vt,ars from the date of appointment; the first term of one of the -•ctors appointed by the CITY shall expire three years from the of appointment; the first term of one of tho directors appointed he CITY shall expire two years from the date of appointment; first term of one of the directors appointed by the CITY shall - 5 - expire ono year from the data of appointment. Tho first term of the director appointed by the President of Flathead Valley Community College shall expire one year from the date of appointment. The first termoof the director appointed by the President of the Univ- ersity of Montana shall expire four years from the date of appoint- ment. The first term.of one of the directors appointed by said Board of County Commissioners shall expire four_years from the date of appointment and the first term of one of the directors appointed by said Board of County Commissioners shall expire one year from the date of appointment. The remaining board member known as "The Family Member" shall be appointed by MRS. CAMPBELL and said Family Member shall serve until replaced by MRS. CAMPBELL or, upon her death, until his death or resignation. Said member, or his personal representative, after the death of MRS. CAMPBELL, may appoint his own successor Family Member. In the event MRS. CAMPBELL, or said Family Member, as the case may be, fails to appoint a successor Family Member within six (6) months of his resignation or his death, the Kalispell City Council or.entity holding title, shall appoint such Family Member. It is further agreed that any blood relative of MRS. CAMPBELL may attend meetings of the BOARD at any time as an ex officio member without vote. 12. Members of the BOARD shall be appointed by the respective appointing authorities within sixty (6'0) days after the date of this Agreement and each appointing authority shall be mailed a copy of this Agreement within five (5) days after its execution. Replace- ment board members shall be appointed by such respective authorities within sixty (60) days of tho death or resignation or expiration' of the term of office of a board member. - 6 - 13. It is understood and agreed that so long as the museum is operated as a public museum to the memory of the parents of MRS. CAMPBELL, that its basic design shall not be changed. 14. The BOARD, within ten (10) days after its appointment, shall organize and elect its officers. The BOARD also shall adopt By -Laws for the operation of the museum and may incorporate as a private corporation, foundation or in such other manner as the BOARD shall determine to be most efficient. 15. It is agreed that tho rock -wall presently surrounding the mansion shall not be removed, altered, or destroyed, EXCEPT, it is agreed that maintenance work may be performed upon the structure. 16. This Agreement may be amended by the mutual consent of the entity holding title, acting by and through its duly authorized officers, and the Family Member of the board of directors, or, in the event there ceases to be a "Family Member" on the board of directors, this Agreement shall not be subject to further amendment. IN NESS W EREOF, the ties hereto have set their hands and se s the day d year rst her inabove written. ATT?ST __.._.._.� ALICIA CONRAD CAMPBELL WITNESS: - 7 - EXHIBIT "V` November ;16, ' 1973 635 Woodford missoula, Mofitana ,5.9801 T©•''The City,: of Kal�.spell =' r and t s TO ; The Honorable... L urence G.' Bjornieby ' and TO The city; Council of - the `City of Kalispell k This; letter �is 4to `confirm my intent 'to 'convey" to rtne �=3. of Kalispeil p�the Co»rad' Mansion, which, property `is , legally de'scribedx''as Lots;,l, through 6, inclusive, of Block.'S:Q of Kalispell: Towns'ite 'company s Addition ''No. ' 2 ,.to :Kalispell,: }, ' Montana;; according to the plat thereof `on file and of 'record in' the.1office'of the:., Clerk and Recorder of , Plathead County,' Montana. ;''I :aici:making this gift to the City with the,hope that it *il ''serve; the "City, - (and Montana and, the Nation) as a roriument` to, my Fathir ` C. E. Conrad, and'of that period of Kalispell',and Montana history, in which he lived. .,The' Conrad, unsion Museum wii ,k fulfill that purpose. W I shall make this gift to the City of Kalispell so :hose. purposes: may:'be..'attained, but the; gift will,,be subject;; to certain. conditions' which.i should in ° no wise interfere with' your `.development 3 and operation of the museum. - The, conditions sh{ to,: impose a`re" two -fold:. First, ,to: enhance. the :.perpetuat'.ion of the Museum and its purposes; second, to, provide in'`the Mansion' an aj?artment for'my personal ;use during my. lifetime, and for° an": additional :'specified period for my heirs..'..The specific' iterms and re6ervations;,can:be worked out.immed ately .keeping' n mind: -both the needs ',of the City of Kalispell and my wishes. a I fully'- realize' .that. the requirements of the Internal:.' Revenue SeY vice;.must=: be met,,:, and' professor Albert Stone of . the : Universityf of -,-Montana l,aw' School ,land -'his: staff presently is working o'that :p"robl.em. At:-:.this--.time,:,I am: not prepared to make' an ilte;: gift to,;;the". Cityof::Kalispell of 'furnishings, and articles of pert onal::propert however-, my .present.; intention xs t+c� make 'such a ga fit. read zze Ythat it .there is . to be. a Conrad; Mer�oraal i++tuseum` the'., Mansiori`: must', be furnished; therefore, h ur,t�.l, ;z ave; made an'�outright, gift to .the City of 17certain eurn hings, the -:'.furnishings !wil.3. remain in the Mansion fox the �pcir ses .of the muse gym. Page 2 November 16, 1973, City of Kalispell, et al. I also wash to express to you my joy that you share with me the desire to create for Kalispell an institution of significant historical importance. I will diligently pursue that purpose and at the earliest possible moment execute the necessary documents to vest title in the City of Kalispell. As soon as Professor Stone has those documents prepared, copies will be presented to you for your approval. Gratefully sutmitted, i Alicia Conrad Campbell