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CCR2018076-Attachment1 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. MISSION STATEMENT – The Old Muskego Settlement Centre (known as “Settlement Centre”) is a special use park that will showcase Muskego’s historical assets. II. 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. 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. III. APPENDIX – Appendix A, B, C, D, and E are attached hereto and made a part of this Agreement. SECTION TWO: TERM OF AGREEMENT This Agreement shall be for a term of two (2) years commencing on the First day of January, 2018, and ending on the Thirty-first day of December, 2020. If either party does not provide 60 days’ notice (November 2, 2019), then this Agreement is extended for 90 days to allow for contract negotiations. 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 & Lower Level, Settlement Centre Grounds, boardwalk, well building, and parking lot 2 1st Priority – City of Muskego 1. Recreation activities, programs, and meetings; 2. Other official City functions 2nd Priority - Historical Society (Events, Programs & Meetings) Regarding Town Hall, all Society’s events shall take place in the Lower Level 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. 1st Priority – Historical Society (Events, Programs & Meetings) 1. Use of Lower Level by 3rd party groups, renting through the Historical Society, cannot be approved when Recreation programs are taking place. Calendar will be provided for monthly schedule of open times. Historical Society Member use is regulated by Section 4, Item IV. 2nd Priority – City of Muskego 1. Parks & Recreation activities, programs, and meetings; 2. Other official City functions III. OPERATIONS & MAINTENANCE OF SETTLEMENT CENTRE A. Settlement Centre Areas Include: 1. Town Hall Upper and Lower Level / Settlement Centre Grounds / Boardwalk / Parking / Well Pump Building – A Master Facility Schedule will be kept and maintained by the Recreation Department. Anyone wanting to reserve these buildings/areas must fill out a rental application form, provided by the City, for approval by the Recreation Department. The City shall be responsible for scheduling activities, cleaning, and maintenance of these buildings/areas unless any of the buildings/areas will be used by Society, in which case they will be responsible for cleaning the buildings/areas after use. Society shall provide City with a listing of dates upon which they will be using these buildings/areas and City shall work with the Society on amicable scheduling, however, in case of a disagreement, the City’s decision shall be final. 2. 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. A master facilities schedule for these buildings will be kept and maintained by the Historical Society and provided to the Recreation Department monthly. Anyone wanting to reserve these buildings must fill out a reservation form for approval by the Historical Society. Duties for this area include but are not limited to scheduling, supervision, 3 cleaning, maintenance, etc. during Society events/programs. The Society has final say in scheduling. B. Responsibilities for the Settlement Centre Areas: 1. Responsibility – The Recreation Department and Public Works will be the liaison from the City to the Society. 2. Improvements/Additions – All improvements to be made for recreational and historical purposes shall be made by and at the sole expense of the City. Any substantial change which otherwise interferes with the historical significance of the buildings must first be approved by the Common Council. All buildings and grounds, as well as any future buildings or structures, are and remain the property of the City. 3. Inspections/Structural Repairs – The City reserves the right to enter all buildings for structural inspection purposes. The City is responsible for assurance of the structural safety of buildings located on the Settlement Centre grounds in the following manner: 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 at its sole cost. c. If the Society elects to repair, the City and Society must agree upon and enforce a reasonable timeline for completion of the repairs. 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, and any other applicable rules and laws. 4. Repairs and Maintenance – The City shall be responsible for the repairs/maintenance to the Town Hall exterior and interior, boardwalk, Pump House (well maintenance and repair), parking lot, and grounds (mowing and snow removal) while the Society is responsible for the repairs and maintenance for all other buildings. 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. 5. Usage fees for the Upper Level of the Old Town Hall are to be collected and used by the Recreation Department for overhead costs. Usage fees for the Lower Level of the Old Town Hall are to be collected by Recreation Department who will retain a $10.00 administrative fee with all remaining fees to be transferred to the Historical Society. Usage fees for third parties renting the other buildings on the Old Muskego Settlement Centre grounds are to be collected and used by the Historical Society. 4 6. Cleaning and bathroom supplies and professional cleaning contract will be the responsibility of the City for the Town Hall. Cleaning of all other buildings is the responsibility of the Society. 7. The City will be responsible for all electrical, sewer, water, and gas costs for all buildings located on the Settlement Centre Grounds. 8. All damage to the Settlement Centre Area or the personal property of the City caused by the Society, their agents or employees, shall be replaced or repaired by the Society to the satisfaction of the City in its sole discretion. 9. The Society shall not, without written consent of the City, sublet the premises or any part thereof, nor assign, hypothecate or mortgage this Agreement. 10. If the premises are destroyed by fire, flood, casualty, war, or any other purpose, then this Agreement at the option of either party may be terminated. 11. 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. 12. 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 I. Non-City /Society reservations will be taken on a first come, first served basis during the time the Recreation Department’s program guide is current should the building not be used for recreational programming. All third parties are required to complete a Rental Application form provided by the Muskego Recreation Department. The Muskego Recreation Department will approve special reservation requests. II. The Society will decide all rental approvals for buildings other than the Upper Level of the Town Hall and the grounds. The rental approval for the Lower Level of the Town Hall will also need to be approved by the Recreation Department as it pertains to program use conflicts. The Master Facility Schedule for all buildings will be handled by the 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 & Conservation Committee. The general public is allowed on the park grounds during non-reserved dates during the designated park hours. IV. Historical Society Members may access the Lower Level of the Town Hall for meetings one (1) time per month yearly. Meeting date will be added to the calendar and no 5 recreation programs will take place on those dates. For non-scheduled use, during the daytime or evening hours when recreation programs may be taking place, a yearly police background check must be performed on any Historical Society Members who will be in the lower level of the building when children may be present in the large meeting space. Historical Society Members then may access the archive, display and office rooms in the lower level during program use. However, if the use by Historical Society Members will distract from the class taking place, ample evening and weekend hours will be available for members to access these areas when no programs are taking place. SECTION FIVE: USAGE FEES & DEPOSITS/CHARGES I. Usage Fees – Usage fees for the Settlement Centre Area are exempt for City and Society. Usage fees for third parties will be contained within the rental application. II. Deposits/Charges – Building deposits/charges for the facilities are exempt for City and Society use, or as determined by the Recreation Department. Key deposit and security deposit (for facility equipment and cleaning) will be collected at time of reservation for all other third parties. All setup, takedown, cleaning, and garbage removal from building to dumpster will be the responsibility of the third party reserving the facilities under the supervision of the City. SECTION SIX: GENERAL FACILITY USAGE REQUEST PROCEDURES I. Facility Request Procedure – A Rental Application form must be on file with the Recreation Department office. If beer or wine is going to be consumed, a permit obtained from the City must also be on file with the Recreation Department office. All users must comply with all City ordinances regarding the consumption of alcohol in any City park. II. A Master Facility Schedule for the Settlement Centre will be kept and maintained by the Recreation Department and will be distributed to the Society, as requested. SECTION SEVEN: CONTACT PERSONS I. The contact person for the Society will be the Muskego Historical Society President. II. The Recreation Department’s contact person will be the Recreation Manager and Director of Public Works. If circumstances arise not covered by this Agreement, the Society must contact the herein stated person for a decision. III. There will be a Liaison, appointed by the Mayor and approved by the Common Council, between the Common Council and the Society. SECTION EIGHT: CONSEQUENCES FOR NOT COMPLYING WITH AGREEMENT If (a) default be made in any provision of this Agreement by 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 proceed with due diligence to correct such default to the satisfaction of the City 6 in its sole discretion, then the City may elect, without further notice, to terminate this Agreement and take full possession of the Centre or 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 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 Muskego Historical Society: Muskego Historical Society P.O. Box 137 Muskego, WI 53150 Attn: President Fax No: ________________ Email: ______________________ To the City: City of Muskego W182 S8200 Racine Avenue Muskego, WI 53150 Attn: City Clerk-Treasurer Fax No.: 262-679-4106 Email: ______________________ Governing Law. This Agreement shall be interpreted and construed according to the laws of the State of Wisconsin. Any legal action regarding this Agreement shall be brought and maintained in the Circuit Court of Waukesha County, 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. 7 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 Agreement they will promptly surrender the premises to the City and will have removed therefrom all of its personal property, placed thereon, and maintained by the Society in the operation of the kitchen area in the lower level of Town Hall. Any personal property remaining on the premises sixty (60) days after expiration or other termination of this Agreement 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. Signed documents transmitted by email scan shall also be binding on the parties hereto. SECTION TEN: INSURANCE The City shall maintain Owner’s Liability Insurance in sufficient amounts, on the premises from all claims for injury to property, person, or death or damage to property. The City shall be held harmless by the Society for any loss or damage to the contents of the buildings or any artifacts held by the Society. The Society shall obtain insurance, in an amount deemed sufficient by the City, to cover claims for personal injury, death, or property damage, arising out of negligent acts or omissions on the part of the Society and name the City as an Additional Insured by written Endorsement to the policy. Said insurance shall be Primary and Non-Contributory and Waive Subrogation by written Endorsement. A 30 day Notice of Cancellation by written Endorsement shall also be provided to the City. A Certificate of Insurance along with the City required Endorsements shall be attached hereto as Appendix “B”. SECTION ELEVEN: INDEMNIFICATION The Historical Society shall indemnify and hold harmless City from and against all claims arising from Society’s use of the Premises, or from the conduct of Society’s business or from any activity, work, or things done, permitted or suffered by Society in or about the Premises. Society shall further indemnify and hold City harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Society’s part to be performed under the terms of this Agreement, or arising from any intentional tort or negligence of the Society, or any of Society’s agents, contractors, or employees, and against all costs, attorney fees, expenses and liabilities incurred in the defense of any such claim or any action or 8 proceeding brought thereon, and in case any action or proceeding be brought against City by reason of any such claim, Society, upon notice from City, shall defend the same at Society’s expense by counsel satisfactory to City. SECTION TWELVE: 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, either party may utilize any other legal remedy as provided by law. IN WITNESS WHEREOF, the parties have executed this Agreement. MUSKEGO HISTORICAL SOCIETY, INC. _____________________________________ President Date Secretary Date CITY OF MUSKEGO Mayor Date City Clerk/Treasurer Date 9 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. 10 APPENDIX B Proof of Insurance and Endorsements 11 APPENDIX C Articles of Incorporation of Muskego Historical Society 12 APPENDIX D Bylaws of Muskego Historical Society 13 APPENDIX E List of Artifacts