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FM20060314 Historical Society(DRAFT) AGREEMENT BETWEEN THE CITY OF MUSKEGO AND THE MUSKEGO HISTORICAL SOCIETY, INC. This agreement is made the day of , 2006, and supersedes agreement's dated November 13, 1973; November 21,.1985 and July 16, 1991. This agreement is made by and between the City of Muskego, a municipal corporation, hereinafter called the "City", and the Muskego Historical Society, Inc., a non -stock, non-profit corporation, in accord with Wisconsin Statute 44.03 (1), hereinafter called "Society" Whereas it is the intention of the City of Muskego and the Muskego Historical Society to deliver educational, social, recreational, and cultural services to all members of the community. And whereas, the Society is desirous of using certain existing building and premises, appurtenances thereto, known as the Old Muskego Settlement Centre and having the post office address of W183 S8100 Racine Avenue, Muskego, Wisconsin, 53150, for the purpose of using same as a site for the Muskego Historical Society. It is hereby agreed between the parties as follows: Old Muskego Settlement Centre (New description of lands) Including existing buildings and appurtenances thereto. Wollman House, Mill Valley Schoolhouse, Church, Heinrich Log Cabin, Kearny Log Cabin, Machinery Shed, Museum Barn and East Wing (lower level) of Old Muskego Town Hall. 1. Upon the execution of this Agreement by both parties, the old Agreements referred to above are terminated. 2. This agreement is for an undetermined term and shall terminate upon either party giving a 30 days' written notice of said termination to the other. 3. The existing well building is exempt from this agreement. The City shall pay for any expenses for well maintenance and well repair, and up -keep and repair of pump house. 4. The Society shall make all incidental repairs up to ($2,500) to the interior or exterior of the demised premises, and maintain the buildings and adjacent areas in good condition. These repairs must have the approval of the Engineering Department of the City. This will include repairs of the roof, and walkways, as well as repairs as required because of water entering the premises from the roof or other parts of the building or from other causes not under the control of the Society. 5. The City agrees to maintain major grass and parking areas of the site and to plow from the roads, pathways and the parking lot on a non -priority basis. 6. The City, shall at its expense, at all times during this agreement, maintain in force a policy or polices of insurance, which will insure the City against liability for injury to or death of persons or loss of damage to property occurring in or about the demised premises. Such insurance shall not be less than $1,000,000 combined single limit for bodily injury or property damage. The City shall provide all risk insurance for physical damage for the buildings. The City shall be held harmless for any loss or damage to the contents of the buildings. In the event that part of, or all of the building named herein are damaged or destroyed by fire, water, wind, vandalism, or any act of God, the City agrees that the insurance proceeds shall be used for the reconstruction, replacement or repair of the damaged property. 7. The Society will not use or keep in or about the premises any article which would in any way affect the validity of the City's fire insurance policy. 8. The Society has examined and knows the condition of the premises and received the same on an "as is" basis. 9. The City does hereby agree to allow the Society to use the Lower Level (East Wing) of the Old Muskego Town Hall as for an artifact and record keeping room. 10. Any changes desired by the Society in the site for the Old Muskego Settlement Centre or construction of additional buildings must have prior approval of the Parks and Recreation Board, the Plan Commission and the Common Council of the City of Muskego. Such changes/additions shall become part of the premises, and shall not therefore be removed without the consent of the City. 11. If at any time there is a major repair interior or exterior of ($2,500 or more) on any of the building, the Society and the City will work together to get the building safe for the public. If no joint effort is reached the building will be closed until it will be safe for the public. 12. The Society shall furnish the City Clerk's office with a brief report by February 1 of each year concerning the renovations, maintenance, condition. of buildings and financial statement. An annual review of this agreement will be made by the Common Council. 13. The Society shall provide the City keys to all building, alarms, or any appurtenances requiring keys, at the time of this agreement is signed. The necessary keys shall be made available to the Parks and Recreation Director and the Muskego Police Department for access to all keyed areas. 14. The Society shall not assign this agreement to anyone else. 15. If the premises shall be deserted or become vacant during this agreement or any breach in the performance of any of the covenants herein contained, or a violation of any of the terms and conditions hereof, the City or its representatives may. terminate this agreement upon 30 days' notice and may re-enter the premises without liability to the Society. City shall be entitled, nevertheless, to hold the Society liable for any charges due and to become due to the City by virtue of this agreement. 16. If the Society shall become inactive or defunct, Wisconsin Statute 44.03(3) (and amendments thereto Successor Statutes) shall apply to the title to the property of said agreement. The City of Muskego shall be named as the protector of such property, records and collection. 17. The Muskego Historical Society agrees that all minutes and financial records of the Society shall be made available to the City for inspection at any time during this agreement upon seven (7) days' notice. 18. The Society's interests are also subordinate to that of the use by the city and/or its representatives in conducting the Muskego Community Festival and the Treasure of the Holidays on the premises during this agreement, the City and/or its representatives may construct any temporary structure it deems necessary in the conduct of such festivals. 19. The City further agrees to allow the Muskego Historical Society to use portions of the City Hall complex area for Civil War Days or other events which do not interfere with any events held by the City or its representatives. All events must be scheduled thru the Park & Recreation Department. 20. Not included in this agreement, besides well building, are boardwalks, sanitary sewer, water mains, asphalt paths or any other utility easements. CITY OF MUSKEGO MUSKEGO HISTORICAL SOCIETY, INC. Mayor President City Clerk Secretary Dated: 3/9/06