The Village of Cumberland is working toward a lease with its local museum and archives, though so far a sticking point has been whether the agreement should include a termination without cause clause.
A planned deal would set out a 10-year agreement with a five-year extension, if both parties agree.
The proposal came up in October, at which time staff gave public notice about the possible disposal of the property through the lease of up to 15 years.
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The institution is a fixture in downtown Cumberland, and though it has occupied the building for almost 40 years, there has never been a formal lease agreement with local government. As well, Cumberland Museum and Archives is currently working on improvements to the building and enhancements to the collection. Building work would include new flooring, painting, mechanical and electrical systems. There are also plans to improve exhibition and storage space.
“A significant majority of the project goes to the building itself,” corporate officer Rachel Parker told council at a meeting in late November.
At that time, village staff were seeking direction from council on the proposed agreement. There were two main issues requiring more direction: the length of the lease agreement and the termination clause.
It is the latter that is forcing the village to take a second look at a council decision from Nov. 23 and is included on the agenda for the Dec. 14 meeting.
At the meeting last month, council did express some concerns, most notably over giving up a termination clause. The staff report notes the village did receive initial legal advice against removing the clause, though the Cumberland and District Historical Society, which runs the museum, has requested it in light of the money going into renovating the village’s asset.
Some members of council expressed concern about the move, especially as the village’s legal advice was not to remove the clause. There were also questions around reducing liability coverage.
“We need to better represent some of the village’s interests in this contract,” Coun. Jesse Ketler said.
Council members spoke of the strong relationship with the museum, but in the event of unforeseen circumstances in which the village would have to move the facility, the preference then was for keeping the clause.
“I think our relationship proves that we are not intending to move them,” Coun. Vickey Brown said.
One option that came up was leaving in the termination clause, but increasing the length of notice from the proposed 12 months up to 60 months, which would give the museum more time to respond. Council voted to proceed on an agreement for 10 years with the five-year extension option and retain a clause for termination, with staff and the society to negotiate final terms.
However, in the latest meeting agenda package released on Dec. 11, a staff report notes a second legal opinion suggests keeping the termination clause amounts to more of a business decision than a legal decision. As well, it notes it is uncommon to have a termination without cause clause in a long-term lease with a non-profit society.
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