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CCR1983077RESOLUTION #77-83 (.As Amended) OF ESCROW FUNDS TO THE MUSKEGO LAKE RECLAMATION APPROVAL OF AGREEMENT RELATING TO RELEASE CHARITABLE TRUST OR ITS DESIGNEE WHEREAS, Resolution 859-83, entitled, Resolution Authorizing Release of Escrow Funds to the Muskego Lake Reclamation Charitable Trust or its Designee, was deferred from the Common Council meeting of March 8, 1983, to give the City Attorney time to work out an agreement with the Trustees of the Muskego Lake Reclamation Charitable Trust, Inc., and WHEREAS, the proposed agreement was reviewed by the Finance Committee, and WHEREAS, the agreement has been referred to the Common Council without recommendation, THEREFORE, BE IT RESOLVED that the Common Council of the City of Muskego does hereby approve of the attached agreement between the Muskego Lake Reclamation, Inc. Trustees, the City of Muskego and the Little Muskego Lake Association, Inc and Little Muskego Lake District. BE IT FURTHER RESOLVED the Mayor and Clerk are authorized to execute the agreement in the name of the city. DATED THIS /gTA DAY OF Am1 , 1983 FINANCE CONNITTEE ATTEST; AGREMENT WHEREAS, a trust entitled the Trust of Muskego Lake Reclamation, Inc., hereinafter referred to as "Trust", was established pursuant to a Declaration of Trust of the Muskego Lake Reclamation, Inc., which represents that it is a non-profit Wisconsin corporation, a copy of which is attached hereto, made a part hereof and marked Exhibit "A", and WHEREAS, by virtue of a Resolution of the Common Council of the City of Muskego, hereinafter referred to as "City", a copy of which is attached hereto, made a part hereof and marked Exhibit "B", the City has control of said trust funds, and WHEREAS, the Little Yuskego Lake Association, Inc., herein- after referred to as "Association", which represents it is a non- profit Wisconsin corporation, may claim some interest in said monies, and WHEREAS, the Little Yuskego Lake Protection and Rehabilitation District, hereinafter referred to as "District", a municipal corporation, may claim some interest in said monies, and WHEREAS, the parties wish to clarify their rights and responsibilities, and WHEREAS, the Trust hereby represents that Ronald Ford, Wayne Radtke and Ned Bechthold are presently the trustees of said Trust and have complete power to act for said Trust, NOW, THEREFORE, for valuable consideration acknowledged by each party, it is agreed as follows: 1. The Trust represents that it is legally entitled to all o the funds now being held by the City in Account No. 02700107 at f St. Francis Savings 6 Loan entitled Muskego Lake Reclamation in the amount as of the 12th day of April, 1983 of $156,750.04. 2. That all funds of said Trust shall be forthwith transferred to Ronald Ford, Wayne Radtke and Ned Bechthold as trustees of the Muskego Lake Reclamation Charitable Trust of Muskego Lake Reclamation, Inc. as State and Federal grant funds have been received by the District and paid to the City in payment of all " debts owed by the District to the City except for approximately $12,000 which is owed for weed cutting equipment. 3. That the City shall have no further rights or I responsibilities as to said Trust upon payment of the funds to the 0 c Trust , 4. That the Trust and the Association shall jointly and severally indemnify and hold harmless the City and its officers, agents, and/or employees for any claim by any one against the City, its officers, agents, and/or employees for any past or future act as to said trust fund and/or the release of said funds to the Trust. That the City shall promptly inform the Trust and the Association of any claim made under this paragraph and the Trust and/or the Association jointly and severally shall at its expense provide the City and/or its officers, agents, and employees with a .. full defense (by attorneys approved by the City) to any suih claims including but not limited to payment of any costs, attorneys fees, and similar expenses, and shall pay any and all damages incurred. by the City. The Trust shall hold all of said trust funds and not use 0 the same for a period of at least one (1) year after the payment of the money to the Trust; furthermore, if the City shall notify the Trust within said one (1) year period that an audit or similar procedure has been commenced by a government agency concerning the Federal and/or State grants to the District, then the Trust shall hold all of said trust funds until such time as the audit or similar procedure has been completed and the results of said audit or similar procedure are that the grant was proper. If the results of said audit or similar procedure do not indicate that the grant was proper, then said fund shall not be released by the Trust without the prior written consent of the City. 5. The District hereby agrees that it has no claim or interest 6. This agreement will take effect on or after the following: 0 in the trust funds in question. The Trust, Association and District approve and execute this agree- aent on or before the 1st day of October, 1983. If this does not occur before said date, this agreement is null and void. -2- 7. The covenants, conditions and agreements contained in this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Dated this &&' day of /L& , 1983. @ MUSKEG0 LAKE RECLAMATION, INC. CITY OF YJSKEGO Ned Bechthold, Trustee a LITTLE MUSKEGO LAKE ASSOCIATION , LITTLE X1SKEGO LAKE PROTECTION INC. h REHABILITATION DISTRICT c -3- \ .( - * m: YEMBERS OF THE COMMON COUNCIL FnoM: uyon SALENTINE April 18, 1983 Gentlemen: ~~~~o~ Funds to the Muskego Lake Reclamation Charitable Trust Or Its I tl~p vetoing Resolution #77-83, entitled, Authorizing Release of ~esignees, for the purpose of giving this Council an opportunity to once again consider actions that have been taken by a Positive vote at the Council meeting held on April 12, 1983. During this additional time I hope you will consider my following concerns: 1 , 'rllat the time to held the t rut Inontry ili 011 ly !ii X IIIolll (:(lllllJlll'l~l LO the number of years that the city attorney recolrmlended in his original draft of the agreement. Because there will be no lake improve- Cwnt project taking place during the winter months, I feel at least onc year would be better to protect the city and would cause no hard- ship on the use of the Trust money. 2. Item 2, Page 1 of the agreement indicates that any other debt of the Luke District to the City is to bo paid irl full. Is iL thc have the $12,000.00 that is outstanding on the weedcutters paid In full? intent of the Council, as well us the Little hluskcgo Luke District, to 3. The Trust money has a designated purpose and that is for the improvement of the lake. I question if this money can be used to pay against the City for taking an inappropriate action regarding the for legal fees to protect the City in the event of a luwsuic 1.ilcd Trust. 4. There is reference to the Trust and Lake Association indemnifyin5 the city. What guarantee is there of the financial assurance of the Association's ability to pay, such as with a signed letter of credit? 5. The concerns expressed by the alderman of the 7th District in regard to an EPA audit to be conducted on the grant reimbursement to tho district. If all or a portion of this rnoncy had to be rcfundcd, would the peoplc in the district uguln vote to asscss themselves for not seem to be sufficient should such an audit be required to be done. repayment of this money? Six month's time to complete an audit does In the event that the City was notified of the undertaking of an audit by the EPA the time for release of the Trust money should be extended until the audit is completed. 6. The Lake District has scheduled a Commissioner's meeting with the approval of the Trust agreement on the agenda. Would the city be protected from the District membership by the approval of the Cornis- sioners when Wis. Statute U33 calls for all monetary matters Over $5,000.00 requiring District membership approval? 7. The agreement, us pussed, refers to federal and state GranL funds being received. I question an ugreement that mentions an action to the grant money. bo tuken in the future when, in I'uct, the City has already received If my objections to the agreement are shared with any other Council members, it appears that a decision Of this importance for all the parties involved was done without due considerution. It is my hope thut you will uphold this veto and consider an amended agreement that will help resolve the questions I have. Sincerely yours, Wayne C. Salentine, Mayor City of hluskego \VGS/ je WIIt:KFAS, KcsoI~~r ion /\>O-KI, 1*111 if Ic!~. Hc:;ol~lf 1011 A~If11111~ixin~; Release of Escrow Funds to the Muskego Lake Keclamation Charitable Trust or its Designee. was deferrcd from the Common Council meeting of March 8, 1983, to Rive the City Attorney time to work out an agreement with the Trustees of the Muskego Lake Reclamation Charitable Trust, Inc , and WHEREAS, the proposed agreement was reviewed by the Finance Cornittee, and WHEREAS, the agreement has been referred to the Common Council without recommendation, a THEREFORE, BE IT RESOLVED that the Common Council of the City of Muskego does hereby approve of the attached agreement of Muskego and the Little Muskego Lake Association, Inc and between the Muskego Lake Reclamation, Inc Trustees, the City Little Muskego Lake Discrict BE IT FURTHER RESOLVED the Mayor and Clerk are authorized to execute the agreement in the name of the city FINANCE COMMITTEE Ald, Mi tchel Pcnovich ATTEST ; City Clerk 4/83 AGREEMENT WHEREAS, a trust entitled the Trust of Muskego Lake Reclamation, Inc., hereinafter referred to as "Trust", was established pursuant to a Declaration of Trust of the Muskego Lake Reclamation, Inc., which represents that it is a non-profit Wisconsin corporation, a copy of which is attached hereto, made a part hereof and marked Exhibit "A", and WHEREAS, by virtue of a Resolution of the Common Council of the City of Muskego, hereinafter referred to as "City", a copy of which is attached hereto, made a part hereof and marked Exhibit "B', the City has control of said trust funds, and WHEREAS, the Little Muskego Lake Association, Inc , hereinafter referred to as "Association", which represents it is a non-profit Wisconsin corporation, may claim some interest in said monies, and WHEREAS, the Little Muskego Lake Protection and Rehabilitation District, hereinafter referred to as "District", a municipal corporation, may claim some interest in said monies, and WHEREAS, the parties wish to clarify their rights and responsibilities, and WHEREAS, the Trust hereby represents that Ronald Ford, Wayne Radtke and Ned Bechthold are presently the trustees of said Trust and have complete power to act for said Trust, NOW, THEREFORE, for valuable consideration acknowledged by each party, it is agreed as follows 1. The Trust represents that it is legally entitled to all of the funds now being held bv the City in Account No. - 0270010 St. Francis Savings & Loan entitled Charifable Trust Muske o Lake Reclamation in the amount as of the 12th day of April, 1983 of $156,750.04 2. That all funds of said Trust shall be forthwith transferred to Ronald Ford, Wayne Radtke and Ned Bechthold as trustees of the Muskego Lake Reclamation Charitable Trust of Muskego Lake Reclamation, Inc. as soon as State and Federal grant funds are received by the District and paid to the City in payment of debts to the City and any other debt of the District to the City is paid in full. -1- .. .I 3. That the City shall have no further rights or responsibilities as to said Trust upon payment of the funds to the Trust 4. That the Trust and the Association shall jointly and severally indemnify and hold harmless the City and its officers, agents, and/or employees for any claim by any one against the City, its officers, agents, and/or employees for any past or future act as to said trust fund and/or the release of said funds to the Trust That the City shall promptly inform the Trust and the Association of any claim made under this paragraph and the Trust and/or the Association jointly and severally shall at its expense provide the City and/or its officers, agents, and employees with a full defense (by attorneys approved by the City) to any such claims including but not limited to payment of any costs, attorneys fees, and similar expenses, and shall pay any and all damages incurred by the City The Trust shall hold all of said trust funds and not use the same for a period of at least (6) six months after the payment of the money to the Trust 5. The District hereby agrees that it has no claim or interest in the trust funds in question. 6 This agreement will take effect on or after the following The Trust, Association and District approve and execute this agreement on or before the 12th day of May , 1983. If this does not occur before said date, this agreement is null and void, 7. The covenants, conditions and agreements contained in this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. DATED this day of , 1983. MUSKEGO TAKE RECLAMATION, INC. CITY OF MUSKEGO Wayne Radtke , Trustee BY Ronald Ford, Trustee By : Ned Bechthold, Trustee Wayne G. Salentine, Mayor By : Charlotte Stewart, Clerk -2- . ... ’. LITTLE MUSKEGO LAKE ASSOCIATION, INC. BY President By : Secretary LITTLE MUSKEGO LAKE PROTECTION & REHABILITATION DISTRICT By : Wayne Radtke, Chairman By : -3- I I RESOLUTION #77-83 /= / J RESOLUTION AUTHORIZING RELEASE OF ESCROW FUNDS b' / TO THE MUSKEGO LAKE RECLAMATION CHARlITABLE TRUST OR ITS DESIGNEE / WHEREAS, the City of Muskego holds funds in ,an escrow account for an on behalf of the Muskego Lake Reclamation Charitable Trust, a tax exempt entity, and WHEREAS, the Little Muskego Lake Association, a tax exempt entity under Section IRC 501(c)(3), ha?: in conjunction with stantial funds to improve Little Musk.ego Lake, to enhance the the Muskego Lake Reclamation ChnritabJe Trust, raised sub- aesthetics of the area, and to protect the environment of the Little Muskego Lake and surrounding'area, and WHEREAS, on January 12, 1983, Ronild J. Ford, Wayne Radtke and Ned Bechthold, Trustees of t.6e Muskego Lake Reclamation Charitable Trust, adopted the following resolution: /' / "That the Trustees of the Muskego Lake Reclamation Charitable Trust hereby/authorize Wayne L. Radtke, one of the Trustees, to request of the City of Muskego that all such funds held on behalf of this Trust forth- with be paid over to the Little Muskego Lake.Association, Inc." / " NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the Muskego Lake Reclamation Charitable Trust Trustees, Ronnld J. City of Muskego, that the City of Muskego pay over to the Ford, Wayne Radtke and' Ned Bechthold, in accordance with the agreement attached hereto, all funds, along with accumulated interest being held for or in the name of the Muskego Lake Reclamation charitable Trust, directed to execute the attached agreement in the name of the city. UE IT FUllTIIEIl RESOLVED, the Mayor and Clerk are.,authorized and DATED THIS DAY OF , 1983. Ald. Robert Klenz Ald. Ralph Tomczyk e& cR\~ Ald. Charles C. Colburn ATTEST: City Clerk i WfIERLAS, a trust entit led the Trust of \luskcgcJ L.I:-(e ReclJrnation, Inc., hereinafter referred to as "Trust". was astitblished pursuant to a DeclarLttion o€ Trust of the lluskego Lake R~cln~atian. Inc.. tvhich represents that it is a non-profit Wisconsin cor2oraEion. a copy of which Is attachsd hereto, made a part hereo€ and marked Exhibit "A", an, WHEREAS, by virtue oP a Resolution of the Corxon Council of the City of Muskego, hereinafter referred to as "City", 2 copy of which is attached hereto, made a part hereof 3nd marked Exhibit "E%", the City has administered said trust funds, 3nd W1F:REAS. the Little Muskego Lake Association. I~C., hereinafter referred to as "Association", which represents it is 2 non-profit ;Viscons:in corporation, may claim soms interest in sxid monies, and IYHEREAS, the parties wish to clarify their rigncs 2nd respon- sibilities, and e NHEREAS, the Trust hereby represents that Ronald Ford, 'h'ayne Radtke and Xed Bechthold are presently the trustees of said Trust and have complete power to act for said Trust, NOW, THEREFORE, for valuable consideration acknoxledged by each party, it Is agreed as follows: 1. The Trust represents that it is legally entitled to all of the funds now being held by the City in escrow accounts XOS. entitled in the amount as or the day or , 1983 ot t . 2 That all funds of sald Trust shall be rorth-rfth traosferred to Ronald ford, Wayne Radtke and Ned Bechthold as trustees of the Yuskego Lake Reclamation Charltable Trust of Muskego Lake Reclamation, onc. as soon u State and Federal grant funds are recelved by the Llttle Yuskego Lake Protection and Rehabllltatlon Distrfct and patd to the City in payment of debts to the Clty and any other debt of the Dlscrlct to tbe Clty is pald In full, excluding the Dlstrlct's note of 113,000.00 for the seed harvester converslon. In addition, if an EPX audit ol the Lake Dlstrlct is undertaken, the funds zhlch are the subject. oC this ~grcernent, shall not be pald Out unt 11 completion of such audlt and :lvvrtjvA1 by sald ~;.-rnsy. or slx months att*.r EIT1-r rr.onirs ;LTr, r+cc!