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CCR2024.034-Ageeement InPro Gift (Park Arthur)COMMON COUNCIL — CITY OF MUSKEGO RESOLUTION #034-2024 APPROVAL OF GIFT & SPONSORSHIP AGREEMENT BETWEEN INPRO CORPORATION AND CITY OF MUSKEGO FOR PARK ARTHUR BASEBALL FIELD #4 WHEREAS, the InPro Corporation (InPro) wishes to support the City of Muskego (City) by donating a gift in the amount of Four Hundred Thousand Dollars ($400,000.00) to be used as a reimbursement of previously incurred costs by the City of purchasing and installing a new turf and scoreboard at the Park Arthur Baseball Field #4 located in the City of Muskego; and WHEREAS, City and InPro have agreed that in recognition of InPro's gift, the stadium signage will be upgraded and InPro's corporate logo will be installed on the stadium entrance signage and the stadium turf, in a manner as determined and agreed upon by the parties; and WHEREAS, as a result of the above, City and InPro wish to enter into an Agreement regarding the use of the donation by the City with regard to the manner of the current and future naming rights, to include InPro's corporate logo, in relation to signage located on the stadium entrance and stadium turf; and WHEREAS, The Finance Committee has reviewed the attached Gift and Sponsorship Agreement and recommends approval. NOW, THEREFORE, BE IT RESOLVED that the Common Council of the City of Muskego approves the Gift and Sponsorship Agreement between InPro Corporation and the City of Muskego. BE IT FURTHER RESOLVED that the Mayor and City Clerk are hereby authorized to sign the Agreement and the City Attorney is authorized to make substantive changes to it as may be necessary in order to preserve the general intent thereof. DATED THIS 14th DAY OF MAY 2024. SPONSORED BY: 191Z/_1►Cy:11113olf]JiIJAIIa100 This is to certify that this is a true and accurate copy of Resolution #034-2024 which was adopted by the Common Council of the City of Muskego. ojJj 60& City Clerk 5124cmc 11 GIFT AND SPONSORSHIP AGREEMENT This Gift and Sponsorship Agreement, dated as of _, 2024 (this "Agreement"), is made by and between InPro Corporation (the "Donor"), and City of Muskego, a Wisconsin Municipal entity (the "City"). WHEREAS, the Donor wishes to support the City by making a gift to the City in an amount equal to Four Hundred Thousand Dollars ($400,000) for the purposes described herein; NOW, THEREFORE, the parties, in recognition of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound, do hereby agree as follows: 1. The Gift. The Donor hereby agrees to make a gift in an amount equal to Four Hundred Thousand Dollars ($400,000) to the City for the purposes described below (the "Gift"), payable to the City ofMuskego. 2. Use of Gift. Payments received by the City pursuant to this Agreement shall be used to reimburse the previously incurred costs of purchasing and installing a new turf and scoreboard at the Park Arthur Baseball Field #4 (the "Stadium".) 3. Naming Riphts. (a) Generally. In recognition of the Donor's generous gift to the City, the Donor and the City agree that the current Stadium signage will be upgraded, as determined by the mutual agreement of the Donor and the City, and the Donor's corporate logo, as identified on Exhibit A attached hereto, will be installed on the Stadium entrance signage, and the Stadium turf; provided, however, that all signage will be standard and consistent with the approved system authorized by the City, and provided further that use of the Donor's corporate logo will be (a) subject to the prior approval of the Donor and the City and (b) consistent with and subject to the requirements of the City's Sponsorship Policy, attached hereto as Exhibit B, respectively, and any other laws or rules applicable to the City. (b) Stadium Entrance Signam. The Donor's corporate logo will remain on the Woods Road entrance signage and Stadium entrance signage for a period of ten (10) years commencing upon installation. If, at least eighteen (18) months prior to the expiration of that period, the Donor (i) notifies the City in writing that it desires to extend its sponsorship and naming rights with respect to the signage for an additional five (5) years, and (ii) pays to the City an additional contribution of Two Hundred Thousand Dollars ($200,000) on or before the expiration of the initial ten-year period, then the Donor's sponsorship and naming rights with respect to the Woods Road entrance signage and Stadium entrance signage will be extended for an additional five (5) years, commencing upon the expiration of the initial ten-year period. If the Donor does not satisfy the conditions set forth in (i) and (ii) above, then, upon expiration of the initial ten-year period, the City may remove the Donor's corporate logo from the Woods Road entrance signage and Stadium entrance signage, and the Donor will have no further sponsorship or naming rights with respect to these signs. If the Donor does satisfy the conditions set forth in (i) and (ii) above, then, upon expiration of the additional five-year period, the following will apply: (A) The City will notify the Donor of any offer fiom another donor to sponsor the Woods Road entrance signage and Stadium entrance signage that is 8. Governing Law. The terms and conditions of this Agreement shall be governed by the internal laws, and not the laws of conflicts, of the State of Wisconsin. Waukesha County, State of Wisconsin, Circuit Court shall be the venue for any and all legal action that may occur regarding the terms of this Agreement. 9. No Assignment. Neither this Agreement nor any duty or right hereunder may be assigned by any party without the written consent of the other party. 10. Amendment. This Agreement may be amended only with the prior written consent of both parties hereto, and any provision of this Agreement may be waived only in writing by the party making such waiver. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 11. Severability of Provisions. If any of the terms or conditions contained herein shall be declared to be invalid or unenforceable by a Court of competent jurisdiction, then the remaining provisions and conditions of this Agreement, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect and shall be valid and enforceable to the full extent permitted by law. <Remainder of Page Intentionally Blank; Signature Page Follows.> iI Exhibit A InPro Corporation Logo (See Attached) 1 SPONSORSHIPS Sponsorship of the City of Muskego and its activities, events, and programs can, when conducted in an appropriate manner, be beneficial to both the City and the community. However, it is important to recognize that the City is a public entity and that its reputation and image must be protected. With these considerations in mind, it is the policy of the Common Council to approve and allow sponsorships where appropriate under this policy. Applicable Definitions "Sponsorship" is the provision by a person, company, business, corporation, or other entity of money, goods, and/or services in support of the City, or one (1) or more of its activities, events, or programs. In return, the sponsor may be provided an Acknowledgment of the Sponsorship, as defined below. "City Sponsorship" is the provision by a person, company, business, corporation, or other entity of money, goods, and/or services in support of the City or one (1) of its activities, events, or programs. City Sponsorship will be acknowledged by the City. The acknowledgment may be in the form of recognizing the sponsor through an announcement at a City event; placement of a sponsor's logo and certain information about the sponsor in a City program, publication, or news release, and/or on the City's website; or notwithstanding other Board policies, granting the sponsor the right to name a City building, facility, or areas within City owned properties. "Acknowledgment" is a term used to signify the recognition of the support provided to the City by the sponsor. A typical Acknowledgment is the placement of a sponsor's logo and certain information about the sponsor, such as the sponsor's name, address, and website, in a school -sponsored publication such l as a website, a yearbook, a newsletter, or an event. Acknowledgment does not include endorsement, i price information, or an indication of savings or value and/or quality of the sponsor's product or services. Sponsorship Approval The City does not have any obligation to accept sponsorship support from a person, company, business, corporation, or other entity. The City reserves the right to deny sponsorship and acknowledgment to any person, company, corporation, or other entity that does not serve the best interests of the City or whose mission or image is incompatible with the City's programs, policies, image, or mission. All sponsorship requests will be reviewed on a case -by -case basis, taking into consideration the following criteria: A. Whether the sponsorship would be in conflict with or inconsistent with the City policies, priorities, and goals; B. Whether the sponsorship would be in conflict with the City's policies, programming, public use, mission, and/or vision; C. Whether the sponsorship would adversely affect the City's reputation or image; D. The benefit and/or effect the sponsorship will provide to the City, its programs and activities, employees, and/or the community; E. The fiscal condition of the City and any financial limitations of the City.