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CCR2005128. . . COMMON COUNCIL - CITY OF MUSKEGO RESOLUTION #128-2005 APPROVAL OF LIONS CLUB PAVILION STORAGE AGRE:EMENT BETWEEN THE CITY OF MUSKEGO AND MUSKEGO FESTIVAL COMMITTEE WHEREAS, The attached Agreement with the Muskego Festival Committee has been reviewed by the Finance Committee and has been recommended for approval. NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of Muskego, upon the recommendation of the Finance Committee, does hereby approve the attached Agreement between the City of Muskego and lVIuskego Festival Committee for storage in the Lions Club Pavilion at Veterans Memorial Park. BE IT FURTHER RESOLVED That the Mayor is authorized to sign the Agreement in the name of the City. DATED THIS 28th DAY OF June ,2005. SPONSORED BY: FINANCE COMMITTEE Ald. Bob Melcher Ald. Nancy Salentine Ald. Eileen Madden This is to certify that this is a true and accurate copy of Resolution #1 :~8-2005 which was adopted by the Common Council of the City of Muskego. 6/05jmb 8 . . LIONS CLUB PAVILION STORAGE AGREEMENT WITH THE FESTIVAL COMMITTEE: This agreement is made and effective as of the First day of July, 2005, and runs thru the Thirtieth day of June, 2015, by and between the Muskego Community Festival, Inc. (the "Festival Committee") and the City of Muskego (the "City"). This agreement is renewable with consent of both parties. Section One: Introduction Purpose A. This agreement is meant to give the Festival Committee exclusive use rights for the main storage area in the Lions Club Pavilion at Veterans Memorial Park. Section Two: Contact Persons Contact person from the Festival Committee will be the Festival Committee President. The Festival Committee will also be responsible for listing an alternate contact. The contact for the City will be the Parks & Recreation Director. Section Three: Maintenance and Operation of Storage Area The City hereby agrees to lease to the Festival Committee and the Festival Committee agrees to lease from the City the following described real estate. Portion of park pavilion, described as large storage area, NW 'l4 NE 'l4 Sec 16 T5N R20E EX ELEC RR & SE 'l4 NW 'l4 VOL 1085/1839.535 AC. EX VOL 813/303 EX VOL 928/257, 966/397977/217 & 2191005/42, 1056/618 EX HY (29.85 AC REMAINING) VOL 1146 PG 582 DEEDS EX MUSKEGO IND PARK & EX R 1411079 A. The Festival Committee shall be solely responsible for maintaining the rental property in good condition during the term of this agreement. Any improvements, additions or install improvements are subject to prior review and approval by the Parks and Recreation Board and will be at the expense of the Festival Committee. B. The Festival Committee agrees that they will not allow rubbish to accumulate in any form on the premises used by them or at a prescribed distance from such facility used by them. The City will not provide garbage service for their operation. . C. The Festival Committee agrees that they will, at their own expense, cause all damage or injury to the property of the City of Muskego to be repaired if the Festival Committee, their agents or employees cause such damage. D. The Festival Committee agrees that no sign or advertising matter of any kind shall be displayed on the building or grounds at Veterans Memorial Park unless approved by the Parks and Recreation Board and, if necessary, Plan Commission of the City of Muskego. E. The Festival Committee shall not, without written consent of the City of Muskego, sublet the premises or any part thereof for storage use by a third party, nor assign, hypothecate or mortgage the agreement. F. Those persons representing the City of Muskego reserve the right, exercisable at any time during the term hereof, or extension thereof, to enter the premises for the purpose of inspection and making repairs to the building for the proper preservation and maintenance of said premises. G. If the premises are destroyed by fire, flood, casualty, war or any other purpose, then the agreement at the option of either party shall c,ease and come to an end. But in case of any partial damage, the City of Muskego may restore the premises to the previous condition. H. The Festival Committee shall be responsible for maintaining their door locks and keys, to the main storage area, as 3l separate key entry system from the City used door locks and key system. A key for the Festival Committee storage room doors will be kept within the Parks and Recreation Department key lock box. . Section Four: Legal Provisions Other Governmental Regulations. This agreement is subject to any and all governmental regulations as they may be amended from time to time over the term of this agreement. If the agreement is in conflict with said regulations, the regulations must be followed. Assignment. Neither the Festival Committee nor the City may assign its interest under this Agreement without the other party's prior written consent, which may be granted or withheld in such party's sole reasonable discretion. Notices. All notices permitted or required by this Agreement shall be given in writing and shall be considered given upon receipt if hand delivered to the party or person intended, or upon facsimile transmission to the fax numbers set forth herein, or one business day after deposit with a nationally recognized overnight commercial courier service, air bill prepaid, or three (3) business days after deposit in the United States mail, postage prepaid, by certified mail, return receipt requested, addressed by name and address to the party or person intended as follows: To the Festival: Muskego Festival Committee P.O. Box 167 Muskego, \VI 53150 Attn: President To the City: City of Muskego W182 88200 Racine Avenue Muskego, ViI 53150- 0749 . . . . Attn: City Clerk-Treasurer Fax No.: 262-679-4106 Governing Law. This Agreement concerns real property located in the State of Wisconsin, and shall be interpreted and construed according to the laws of the State of Wisconsin. 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. Captions. The captions in this Agreement are inserted only as matters of convenience and for reference and in no way define or limit the scope or intent of the various provisions, terms or conditions hereof. Binding Effect. The terms and conditions of this Agreement shall be binding upon and benefit the parties hereto and their respective successors and permitted assigns. Entire Agreement. This writing constitutes the entire agreement between the parties hereto, and all prior statements, letters of intent, representations and offers, if any, are hereby terminated. This Agreement may be modified or amended only by written instrument signed by both parties Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original. Representations as to Authority. Each party to this Agreement represents and warrants that: (a) it has the power and authority to consummate the transactions contemplated by this Agreement; (b) all proceedings necessary for it to consummate the transactions contemplated by this Agreement have been duly taken in accordance with law; and ( c) the persons executing this Agreement on behalf of it have been duly authorized to execute this Agreement. Termination. The Festival Committee agrees that at the termination of this lease or any renewal thereof, they will promptly surrender the premises to the City and will have removed therefrom all of its appliances and equipment, placed thereon, and maintained by the Festival Committee in the operation of said concession operation. Any appliances or equipment remaining on the premises 30 days after expiration or other termination of this lease shall be deemed abandoned and shall become property of the City. The Festival Committee agrees that they will peaceably vacate all premises occupied by them and deliver to the City of Muskego in good condition all premises used by them, ordinary wear and tear, damage by fire and by the elements excepted. Fax Signatures. The parties agree that fax signatures shall be binding on the parties hereto. Section Five: Insurance The City shall not be liable to the Festival Committee, their agents, employees, servants, customers, visitors, guests or to any person who may be damaged or injure:d including, but not by way of limitation, loss of life or damage to property by reason or arising by, through or out of the Festival Committee right to use and improve the premises as herein provided. The Festival Committee shall hold hannless and indemnify the City from any . . . such costs, claims, damages, expenses and liabilities and shall further maintain in force at all times during the term hereof, a policy of renters insurance and the Festival Committee shall furnish to the City, as requested annually, a certificate of said insurance. Dispute Resolution. In the event of a dispute between the Festival Committee and the City arising out of this Agreement or the use ofthe Facilities, the Festival Committee and the City agree to attempt to resolve such dispute through mediation. In the event that the Festival Committee and the City cannot agree upon a mediator, they shall each propose a qualified mediator, and such quålified mediators shall choose a qualified third-party who will mediate the dispute. In the event that mediation does not resolve the dispute, the Festival Committee and the City agree to submit the matter to binding arbitration. Such arbitration shall be conducted in accordance with the then-current rules for commercial arbitration of the American Arbitration Association. The arbitration shall be before one arbitrator who is chosen in accordance with the American Arbitration Association procedures. The arbitrator's decision in the dispute shall be binding. I have reviewed these rules and fully understand the implications of them to the Festival Committee. IN WITNESS WHEREOF, the parties have executed this agreement. Signature of Festival Committee President Date Signature of Festival Committee Secretary Date Toby Whipple, President Parks & Recreation Board ~P1~ Charles H. Damaske, Mayor :~:OfM~ t. ~OQ)~