CCR2013041-Agreement
10/17/07 3/9/13
CITY OF MUSKEGO/MUSKEGO HISTORICAL SOCIETY
OLD MUSKEGO SETTLEMENT CENTRE
AGREEMENT
This agreement is made by and between the Muskego Historical Society, a non-profit
corporation (the “Society”) and the City of Muskego (the “City”).
SECTION ONE: INTRODUCTION
I.I. MISSION STATEMENT – The Old Muskego Settlement Centre (known as
“Settlement Centre”) is a special use park that will showcase Muskego’s historical
assets.
II. VISION STATEMENT – The Settlement Centre will be available for public use
for educational, recreational, and other such activities as deemed appropriate by
the governing bodies. The Settlement Centre will use any money generated to
offset overhead costs that come with day-to-day uses of the facilities and grounds.
III. PURPOSE
A. This agreement identifies specific and non-specific responsibilities related to
facilities and grounds guidelines and procedures for joint use by the City and
the Society. These guidelines and procedures include facility responsibility
guidelines, priority levels for facility usage, maintenance and operation,
scheduling, usage fees and charges, a general description for facility usage
request procedures, contact persons, and consequences for not complying with
agreement.
Formatted: Bullets and Numbering
B. It is the intention of the City and the Society to coordinate facilities and
collaborate in order to deliver educational, social, recreational, and cultural
services to all members of the community.
IV. APPENDIX – Appendix A, B, C, D, E and F are attached hereto and made a part of
this agreement.
SECTION TWO: TERM OF AGREEMENT
This agreement shall be for a term of five (5) years commencing on the First day of
January, 2013, and ending on the Thirty-first day of December, 2017. If either party does
not provide 60 days’ notice (November 2, 2017), then this contract is extended for 90
days to allow for contract negotiations.
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SECTION THREE: FACILITY RESPONSIBILITIES
I. DESCRIPTION
The property covered by this agreement is that property known as the Old
Muskego Settlement Centre (See Appendix A).
II. PRIORITY LEVELS FOR USAGE BY BUILDING/AREA
A. Town Hall Upper Level, Settlement Centre Grounds, boardwalk, well
building, and parking lot
st
1 Priority – City of Muskego
A. Parks & Recreation activities, programs and meetings;
B. Other official city functions
nd
2 Priority - Historical Society (Events, Programs & Meetings)
rd
3 Priority - City of Muskego-based clubs/associations, individuals,
groups, and affiliations (private or otherwise);
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4 Priority - Non-resident
B. Town Hall Lower Level Museum, Barn, Machine Shed, School House,
Wohlman House, Heinrich Log House, Kerney Log Cabin, Church, and
any future building that meet criteria for historical purposes.
st
1 Priority - Historical Society (Events, Programs & Meetings)
nd
2 Priority – City of Muskego
A. Parks & Recreation activities, programs and meetings;
B. Other official city functions
rd
3 Priority - City of Muskego-based clubs/associations, individuals,
groups, and affiliations (private or otherwise).
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4 Priority - Non-resident
(See Appendix B for definition of groups)
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III. OPERATIONS & MAINTENANCE OF SETTLEMENT CENTRE
A. Settlement Centre Areas Include:
A. 1. Town Hall Upper Floor/Settlement Centre Grounds
/Boardwalk/Parking/ Well Pump Building- – A Master Facility
Schedule will be kept and maintained by the Parks & Recreation
Department. Anyone wanting to reserve the Settlement Centre must
fill out a Rental Application form for approval by Parks & Recreation.
Duties for this area include but are not limited to scheduling,
supervision, cleaning, maintenance, etc. during City events/programs.
The City will work with the Society on scheduling, but in case of
disagreement, the City will finally determine said schedule. At no
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time shall any persons be able to use the lower floor while using the
upper floor (main floor) for recreational purposes under this
agreement, unless agreed upon by both parties.
B.2. Town Hall Lower Floor- – Duties for this area include but are not
limited to scheduling, supervision, cleaning, maintenance, etc. during
Society events/programs. Schedule of activities for this floor as well
as all other Society events shall be forwarded to the Parks &
Recreation Department so a Master Facility Schedule of the entire
building exists. The Society has final say in scheduling.
C.3. All Other Historical Buildings – This includes Barn, Machine Shed,
School House, Wohlman House, Log House, Kerney Log
Cabin, Church, and any future buildings that meet criteria for historical
purposes. Anyone wanting to reserve these buildings must fill out a
reservation form for approval by the Historical Society. A Master
Facilities Schedule for these buildings will be kept and maintained by
the Parks & Recreation Department. Duties for this area include but
are not limited to scheduling, supervision, cleaning, maintenance, etc.
during Society events/programs. The Society has final say in
scheduling.
B. Responsibilities for the Settlement Centre Areas:
1. Responsibility – The Parks & Recreation Board will be the liaison from
the City to the Society.
2. Improvements/Additions – Any improvements to be made for recreational
purposes shall be made by and at the sole expense of the City. Any
improvements to be made for historical purposes shall be made by and at
the sole expense of the Society unless otherwise agreed upon by both
parties in support of the site’s mission and vision. All proposed
improvements must be previously authorized via the
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Notification/Requisition Form (1/11/07). Any substantial change which
otherwise interferes with the historical significance of the buildings must
first be approved by the Society and Common Council. All buildings and
grounds, as well as any future buildings or structures, are and remain the
property of the City regardless of the party(s) involved in adding,
maintaining or improving such property.
Any work done on any of the buildings which is considered public
construction must be controlled by the City of Muskego to insure
compliance with public bidding laws, wage scale laws and any other
applicable rules and laws.
3. Inspections/Structural Repairs –The City reserves the right to enter
buildings for structural inspection purposes, accompanied by a
representative from the Historical Society. The City is responsible for
assurance of the structural safety of buildings located on the Settlement
Centre grounds.
a. The City will either repair or remove any buildings containing
major structural defects.
b. Should the City not elect to repair a major structural defect, prior
to removing the building, the Society will be given the option of
having the defect repaired.
c. If the Society elects to repair, the City and Society must agree
upon and enforce a reasonable timeline for completion of the
repair(s).
Any work done on any of the buildings which is considered public
construction must be controlled by the City of Muskego to insure
compliance with public bidding laws, wage scale laws and any other
applicable rules and laws.
4. Annual Reports – Five-year maintenance plans and capital budgets shall
be submitted by the Society, in August for the following year’s budget, to
the Parks & Recreation Board. A minimum of one time per year, the
Society shall ask to be placed on the Committee of the Whole agenda to
inform them on their current status/progress. Annual Information to be
provided by Society to City:
a. Annual financial report,
b. One year and 5 year plan,
c. General maintenance report for past year,
d. Asset Inventory and list of current year acquisitions, and
e. Notification of annual By-Law changes.
5. Repairs and Maintenance – The City shall be responsible for the
repairs/maintenance to the Town Hall exterior, upper level of Town Hall,
boardwalk, Pump House (well maintenance and repair), parking lot, and
grounds (mowing and snow removal) while the Society is responsible for
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the repairs/maintenance for all other buildings and lower level of Town
Hall. The City shall provide an adequate outside dumpster for litter and
trash removal. Any repairs that may be considered public construction
must be approved by the City as to the repair and as to the procedures
followed.
A. It is expressly understood the City is responsible for repair,
replacement and maintenance of all mechanical devices, including
plumbing, electrical, venting (includes air exchange to the outside), heat
and air conditioning in the lower level of the Town Hall. The City is also
responsible for all exterior doors and windows in the lower level Town
Hall. Plumbing fixtures are the responsibility of the Historical Society.
6. Supervision – The City through its Parks and Recreation Board or
authorized users shall provide and be responsible for adequate supervision
of the area at all times that it shall be used as a recreational program area
and the Society for sponsored events/programming.
7. Sales – It shall be unlawful to sell or offer for sale food and/or refreshment
or any other merchandise unless any required permit or license is obtained
from the City of Muskego Clerk/Treasurer’s office or Waukesha County.
Alcoholic Beverages are subject to the provisions of Chapter 26.02 (1)(d)
of the City’s Municipal Code.
8. Usage fees for the Town Hall and Old Muskego Settlement Centre
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grounds for 3 and 4 priority group (as described in section three) are to
be collected and used by the Parks & Recreation Department for overhead
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costs. Usage fees for the other buildings for 3 and 4 priority group are
to be collected by the Parks & Recreation Department but designated for
Society use.
9. Cleaning and bathroom supplies and professional cleaning contract will be
the responsibility of the City for the upper level of Town Hall. Cleaning
of all other buildings and the lower level of Town Hall is the responsibility
of the Society.
10. Yearly dumpster charge (1 pick-up per week) will be the responsibility of
the City. All other pick-ups will be the responsibility of the site users
responsible for the extra pick-up.
11. The City will pay 100% of the electrical, sewer, water and gas costs for
the Town Hall for the first six (6) months of this Agreement. Thereafter,
the City, by the City Parks and Recreation Board, will review the amount
of usage by the Society and establish a monthly charge to be paid for the
utility costs stated herein for that next six-(6)-month period. Each six (6)
months during the term of this Agreement, the Parks and Recreation Board
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shall reset the monthly payment to be made by the Society based on usage.
The City and the society will each be responsible for their own telephone
related expenses.
12. The Society will agree not to allow any person to live or sleep on the
premises without the permission of the duly authorized official of the City.
13. The Society agrees that they will, at their own expense, cause all damage
or injury to the property of the City to be repaired if the Society, their
agents or employees cause such damage.
14. The Society shall not, without written consent of the City, sublet the
premises or any part thereof, nor assign, hypothecate or mortgage the
agreement.
15. If the premises are destroyed by fire, flood, casualty, war, or any other
purpose, then the agreement at the option of either party shall cease and
come to an end.
16. The Society must provide the City with a copy of the Articles of
Incorporation (see Appendix C) and a copy of the By-Laws (see Appendix
D) and a complete catalog of all artifacts. Said list will become part of
this agreement. The City and the Society agree that no artifacts of value
can be sold or altered except to improve or restore the artifact(s) without
the other’s approval. If the Society becomes inactive or defunct, the City
has first right of refusal for all artifacts owned by the society. This must
be reflected in the Society’s By-Laws and represented to the State of
Wisconsin Historical Society.
17. The Society agrees that all records shall be made available to the City and
Common Council for inspection at any time during this agreement upon
ten (10) business days written notice.
18. The City’s interests are superior to those of the Society in respect to the
operation of the Muskego Community Festival on the Settlement Centre
grounds. Notwithstanding the foregoing, it is the understanding of the
parties hereto that the Society and Muskego Community Festival
representatives will work together for their mutual benefit in respect to
such operations.
19. The Society and the City can agree to cooperate with both labor and
costs for any improvements or maintenance even if only one party is
responsible under this Agreement.
SECTION FOUR: SCHEDULING
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I. Non-City Hall/Society reservations will be taken on a first come, first served
basis during the time the Parks & Recreation Department’s program guide is
current. All approvals will be based on priority levels as written in Section
Two (II) of this agreement. All groups/individuals are required to complete a
Rental Application form through the Muskego Parks & Recreation
Department. The Muskego Parks & Recreation Board and the Society will
approve special reservation requests.
II. The Society will decide all rental approvals for buildings other than the Town
Hall upper level and the grounds. The Master Facility Schedule for all sites
will be handled by the Parks & Recreation Department.
III. Park hours are designated as 5 a.m. to 10 p.m. Any individual/organization
wanting to extend these usage times must get approval from the Parks &
Recreation Board. The general public is allowed on the park grounds during
non-reserved dates during the designated park hours.
SECTION FIVE: USAGE FEES & DEPOSITS/CHARGES
I. Usage Fees – Usage fees are exempt for City Hall use and Society use
while usage fees will be explained within the Rental Policy and Rental
Application form for all other individuals/groups.
II. Deposits/Charges – Building deposits/charges for the facilities are exempt
for City Hall and Society use, or as determined by the Parks & Recreation
Board. Key deposit and security deposit (for facility equipment and
cleaning) will be collected at time of reservation for all other
groups/individuals. All setup, takedown, light cleaning, and garbage
removal from building to dumpster will be the responsibility of the
individual/group reserving the facilities under the supervision of the City
or the Society.
SECTION SIX: GENERAL FACILITY USAGE REQUEST PROCEDURES
I. Facility Request Procedure – A Rental Application form must be on file
with the Parks and Recreation Department office. If beer is going to be
consumed, a permit must also be on file with the Parks & Recreation
Department office. City ordinance 26.02(d) stipulates that the
consumption of beer will be allowed in any City park by permit only.
II. A Master Facility Schedule for the Settlement Centre will be kept and
maintained by the Parks & Recreation Department. Copies will be
distributed to the Society, as needed.
SECTION SEVEN: CONTACT PERSONS
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I. The contact person for the Society will be the Muskego Historical Society
President. The Society will also be responsible for listing two alternate
contact persons. These names will be submitted to the Parks & Recreation
Board.
II. The Parks and Recreation Board’s contact person will be the Parks and
Recreation Director. If circumstances arise not covered by this agreement,
the Society must contact the above person for a decision.
III. There will be a Liaison between the Common Council and the Society.
SECTION EIGHT: CONSEQUENCES FOR NOT COMPLYING WITH
AGREEMENT
If (a) default be made in any payment payable by Society and such default shall continue
for five (5) days after written notice given to Society, or (b) default is made in the
performance or of any of the other covenants or conditions contained in this Agreement
on the part of Society and such default shall continue for thirty (30) days after written
notice thereof shall have been given to Society (or if such default is not of a type that can
reasonably be corrected within thirty (30) days, then if Society fails to commence
promptly and in good faith or to proceed with due diligence to correct such default), then
in any of the above-described events, the City may elect, without further notice, to
terminate this Agreement and declare the term ended and to re-enter the Settlement
Centre of any part thereof. Any right or remedy conferred on the City under this
Agreement shall not be deemed to be exclusive of, or alternative to, any other right or
remedy, but all such rights and remedies shall at all times be deemed to be cumulative
and the City shall have all other rights and remedies allowed by law.
SECTION NINE: 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 Society 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 five (5) 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 Muskego Historical Society: Muskego Historical Society
P.O. Box 137
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Muskego, WI 53150
Attn: President
To the City: City of Muskego
W182 S8200 Racine Avenue
Muskego, WI 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.
Sever Ability 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 Society agrees that at the termination of this lease they will promptly
surrender the premises to the City and will have removed there from all of its appliances
and equipment, placed thereon, and maintained by the Society in the operation of the
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kitchen area in the lower level of Town Hall. Any appliances or equipment remaining on
the premises 60 days after expiration or other termination of this lease shall be deemed
abandoned and shall become property of the City. The Society agrees that they will
peaceably vacate all premises occupied by them and deliver to the City 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 TEN: INSURANCE
The City shall maintain insurance the City determines sufficient for both the City and
Society from all claims for injury to property or person or death and loss or damage to the
property. The City shall be held harmless for any loss or damage to the contents of the
buildings or any artifacts held by the Society. The Society shall determine what, if any,
insurance it wishes to maintain as to artifacts and personal property (see Appendixes E
and F).
SECTION ELEVEN: DISPUTE RESOLUTION
In the event of a dispute between the Society and the City arising out of this Agreement
or the use of the Facilities, the Society and the City agree to attempt to resolve such
dispute through mediation. In the event that the Society and the City cannot agree upon a
mediator, they shall each propose a qualified mediator, and such qualified mediators shall
choose a qualified third-party who will mediate the dispute. In the event that mediation
does not resolve the dispute, the Society 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 Muskego
Historical Society.
IN WITNESS WHEREOF, the parties have executed this agreement.
Muskego Historical Society, Inc.
_____________________________________ ______________________________
President Secretary
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Pursuant to a Resolution No. 234-2007 passed and approved on the 27 day of
November, 2007, by the Common Council of the City of Muskego, this agreement is
hereby executed.
________________________________ ______________________________
Mayor, City of Muskego City Clerk/Treasurer
APPENDIX A
Old Muskego Settlement Centre Area
Being part of the Northwest ¼ of Section 16, Town 5 north, Range 20 East, in the City of
Muskego, Waukesha County, Wisconsin, bounded and described as follows:
Commencing at Southwest corner of a parcel identified as Tax-key No. Mskc 2222-986
said corner also being the point of beginning; thence Northerly along the West line of
said parcel 202 feet more or less; thence Northwesterly 181 feet more or less, to an arc on
a curve; thence Southwesterly along the arc of a curve 457 feet more or less, to the
Easterly right-of-way line of Racine Avenue; thence Southeasterly along said Easterly
right-of-way line 698 feet more or less; thence Easterly 683 feet more or less; thence
Northeasterly 291 feet more or less, to the Southerly property line of said parcel
identified by Tax-key No. Mskc 2222-986; thence Westerly along said Southerly line 764
feet more or less to the point of beginning.
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APPENDIX B
Definitions
Definitions:
For the purpose of clarification in these policies, the following definitions apply for
priority levels for usage:
Club/association—A Muskego-based, organized group of persons, banded together
through a common activity interest, with officers elected from the membership. It has a
written statement of purpose and a constitution or by-laws. The membership must be
made up of at least 50% of Muskego residents.
Individual or Group—Activity centered, but has little or no organization, officers,
statement of purpose, or by-laws. The applicant must live in the City of Muskego.
Affiliations—A club or group that is affiliated with the Parks & Recreation Department
and associated insofar as its interest is recreational in nature and it seeks only the use of
recreational facilities. The membership of an affiliated club or group must be made up of
at least 50% Muskego residents.
Non-resident---Applicants who do not live in the City of Muskego.
Recreational purposes – Improvements which are used for the benefit of recreation
programming or are deemed necessary by the Parks & Recreation Board.
Historical purposes – Improvements which are used for the benefit of Society events or
are deemed necessary by the Historical Society Board.
Usage Fee—Fees that are paid for use of the facility.
Key Deposit—Deposit fee that is received from the renter for key(s) to gain access to the
facility. Deposit fee returned when key is returned.
Security Deposit—Deposit fee that is received from the renter to pay for any damages to
the facility caused by the renter. Deposit fee is returned if no damage is done.
Cleaning Fee—Fee that is charged to the renter in the event a special cleaning will need
to be scheduled.
City—Common Council
Liaison—Parks and Recreation Board
Community---Muskego
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APPENDIX C
Articles of Incorporation of Muskego Historical Society
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APPENDIX D
By-Laws of Muskego Historical Society
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APPENDIX E
List of Artifacts
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APPENDIX F
Proof of Insurance
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