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HomeMy WebLinkAboutGrand Opera House Foundation/Lease Operating Agr CITY OF OSHKOSH LEGAL DEPARTMENT 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920)236-5115 FAX(920)236-5106 LETTER OF TRANSMITTAL To: Oshkosh Opera House Foundation Inc Date: April 24, 2015 100 High Avenue Pro�ect: N/A Oshkosh, WI 54901 From: Carol Marchant, Adm. Assistant Re: Lease & Operating Agreement Attn: E. Alan Hartman Please find: � Attached ❑ Under Separate Cover ❑ Copy of Letter � Contracts ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other Quantit Descri tion 1 Full executed Lease and O eratin A reement for the Oshkosh O era House Foundation These are being transmitted as indicated below: ❑ For Approval � For Your Use ❑ As Requested ❑ For Review&Comment Remarks: cc: City Clerk (original) General Services (copy) City Attorney (copy) LEASE AND OPERATING AGREEMENT This Agreement is made this 15th day of April, 2015, between the CITY OF OSHKOSH, a municipal corporation located in Winnebago County, Wisconsin ("City") and the OSHKOSH OPERA HOUSE FOUNDATION, INC., a Wisconsin not-for-profit corporation ("Foundation"), as follows: RECITALS WHEREAS, the City is the owner of certain property within its municipal boundaries identified as the Grand Opera House located at 100 High Avenue, Oshkosh, WI; and WHEREAS, the Oshkosh Opera House Foundation, Inc, is a not-for-profit corporation created for the purposes: To preserve and expand the significance of the historic Grand Opera House by maintaining a financially secure organization that serves the community by promoting and enhancing the perForming arts, social and related educational opportunities. WHEREAS, the City and the Foundation have a mutual interest in the preservation and successful operation of the Grand Opera House and both desire to benefit the Community by operating the Opera House as an arts, culture and entertainment venue; and WHEREAS, the Common Council for the City of Oshkosh via Resolution 15-200 adopted on April 14, 2015. City officials to enter into this Agreement with the Foundation for the Lease and Operation of the Grand Opera House. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency whereof is acknowledged, the parties enter into the following Agreement. AGREEMENT ARTICLE I. PREMISES Premises. The City shall lease to the Foundation and The Foundation shall operate according to the terms and conditions set forth herein, the Grand Opera House, located at 100 High Avenue, Oshkosh, Wisconsin. ARTICLE II. TERM The initial term of this Agreement shall be two (2) years beginning at 12:01 a.m. on July 1, 2015, and ending at 11:59 p.m. on June 30, 2017, for a rental fee of One Dollar ($1.00) per year payable on or before the first day of each year of the lease term or subsequent renewal. The Foundation may request renewal of this Agreement for additional terms by providing written notice to the City of the request to renew not less than one hundred eighty (180) days prior to the expiration of the then current term. The City and the Foundation may renew this Agreement with such amendments and modifications that the parties may agree to in writing including the length of term for each renewal period. This Agreement is subject to termination before the expiration of the original term or any extension term under the following circumstances: i. By mutual agreement of the parties, at any time. ii. At the sole discretion of the City, if the Foundation fails to perform any of the Foundation's obligations under this Agreement or breaches the terms of this Agreement and such failure is not cured within a reasonable time after written notice from the City. iii. At the sole discretion of the Foundation, if the City materially fails to perForm any of the City's obligations under this Agreement or breaches the terms of this Agreement and such failure is not cured within a reasonable time after written notice from the Foundation. iv. At the sole discretion of the City, in the event of bankruptcy, insolvency, or receivership of the Foundation. v. Either Party may terminate this Agreement at any time by giving written notice to the either party of the desire to terminate the Agreement at least 120 calendar days prior to the date of termination. In the event this Agreement is terminated, with or without cause, the City and Foundation shall each be obligated to take such actions as may be reasonably necessary to ensure smooth transition to a new operator for the premises. ARTICLE III. MANAGEMENT FEE / OTHER FUNDS TO BE MADE AVAILABLE TO FOUNDATION Management Fee. The City shall pay to the Foundation a Fixed Management Fee for each operating year of this Agreement. For the Initial Term of this Agreement such fee shall be one hundred fifty-eight thousand five hundred and no/100 dollars ($158,500.00) (this amount is less $25,000 per year, an amount offset against the amount pledged by the Foundation in support of the Grand Opera House Roof Project as identified in support of Resolution 09-343 adopted on August 25, 2009) paid in quarterly installments of thirty-nine thousand six hundred twenty-five and no/100 dollars ($39,625.00). Foundation Income. The Foundation shall be entitled to all income from the following sources: A. All performance and rehearsal income. B. All concession income. C. Equipment rentals. D. Advertising revenue. E. Donations and grants given to the Foundation directly or to a fund established on behalf of the Grand Opera House Foundation at the Oshkosh Area Community Foundation. Other Grand Opera House Funds. All funds received by the City from third parties for the benefit of the Grand Opera House operations or perFormances shall be timely transferred to the Foundation. This provision shall not apply to funds which are given to the City in trust for the benefit of the Grand Opera House building, but only to funds which are received by the City for operations, perFormances, ordinary maintenance or other purposes which the Foundation is undertaking to provide as a result of the Lease Agreement. ARTICLE IV. PARTIES REPRESENTATIVES / NOTICES Citv's Representative. The City's Representative for day to day management of this Agreement shall be the General Services Manager for the City of Oshkosh, or any other person designated by the City Manager. Foundation's Representative. The Foundation's representative for day to day management of this Agreement shall be the Executive Director of the Grand Opera House Foundation. Notices. All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given: (i) upon delivery to the person entitled to such notice, if hand delivered, or (ii) two business days following deposit in the United States Mail, postage prepaid, or with a nationally recognized overnight commercial carrier that will certify as to the date and time of delivery, air bill prepaid, or (iii) upon transmission if by facsimile, any such communication or notice shall be addressed as follows, unless and until any such party notifies the other in accordance with this section of any change of address: If to the Citv: City of Oshkosh 215 Church Avenue Post Office Box 1130 Oshkosh, WI, 54903-1130 Attn: City Clerk Facsimile No. 920-236-5039 With a copy to: City of Oshkosh 215 Church Avenue Post Office Box 1130 Oshkosh, WI, 54903-1130 Attn: City Manager If to the Foundation:Oshkosh Opera House Foundation 222 Pearl Avenue Oshkosh, WI 54901 Attn: Joe Ferlo Facsim i le: 920-424-2357 With a copy to: Oshkosh Opera House Foundation 222 Pearl Avenue Oshkosh, WI 54901 Attn: Chair of the Board of Directors ARTICLE V. GENERAL OBLIGATIONS AND DUTIES OF THE FOUNDATION Management, Marketing, Promotion and Operation. The Foundation shall have the exclusive right and obligation to manage, market, promote and operate the Grand Opera House. Subject to the terms and conditions of this Agreement, the Foundation shall have full discretion and control in all matters relating to the management and operation of the Grand Opera House. The Foundation shall have the sole responsibility for booking perFormances and other events at the Grand Opera House during the term of this Agreement, or any renewal thereof. The Foundation shall adopt general rental policies, procedures and rates, all of which shall be approved on an annual basis by the Foundation Board and reported to the City. If any person or entity is given any booking, rates or treatment not consistent with policies, those shall be approved by the GOHF Board, including the reasons for or consideration given for such deviation and included in the next quarterly report to the City under Article IX of this agreement. Reciprocal agreements between the Foundation and the partner arts organization(s) shall be set forth in a written agreement between the organizations, and the terms of the agreement(s) shall be approved by the Foundation Board of Directors and provided to the City. Any dates booked by the Foundation during the lease term or any extension thereof shall be honored by City even in the event this Agreement is terminated prior to the normal termination date of the Agreement or any subsequent term hereof. Required Permits and Licenses. The Foundation shall obtain all necessary permits and licenses required for the operation of the Grand Opera House. Employees and staff. In connection with these rights and obligations, the Foundation shall hire an individual with experience in similar facilities to serve as a full-time general manager/ director of the Grand Opera House and such other support staff, including janitorial or private cleaning services to maintain the facility, box office personnel, marketing and promotions personnel and such other personnel or contractors as may be necessary to manage the responsibilities of the Foundation under this Agreement. The Foundation shall adopt Human Resources guidelines substantially consistent with City policies including recruitment and selection of relatives, rejection of applications related to immediate relatives, and conflict of interest. The policies as they relate to recruitment and selection of relatives and rejection of applications related to immediate relatives shall apply to the Grand Opera House Foundation Board and the general manager/director and shall apply whether the persons are hired directly or indirectly as employees of the Grand Opera House Foundation, independent contractors, or other contractual arrangement. The City does not have the right to control work processes, however, in the event that the City notifies the Foundation of any issues or concerns, or that the City desires the removal of any employee or contractor and sets forth in such notice the reasons for such request, then the Foundation agrees to meet with representatives of the City to discuss this matter and to attempt to resolve the matter in a mutually acceptable fashion. Any decision to remove any employee or contractor shall be made by the Foundation, however in making such decision the Foundation agrees to act reasonably and to take into consideration the views expressed by the City as partners responsible for preserving the public trust. Limitations on Offerinq Discounted or Complimentary Services. The Foundation shall not offer or provide discounted or complimentary food or beverages, tickets, facility rentals, or other services, that are not offered generally to the public or other donors or sponsors similarly situated to the recipient, to any of its employees, board members, contractors or their immediate family members. Payment of Operatinq Expenses. The Foundation shall operate the Grand Opera House and pay all of the expenses related to the operation of the facility, including utility expenses. Maintenance and Upkeep. The Foundation shall provide for normal cleaning/care and upkeep of the facility which shall generally include: cleaning of floors, shampooing of carpet on a regular basis, window cleaning (interior and exterior); cleaning of other exterior surFaces (eg. powerwashing, spider treatment); cleaning of other interior surFaces; removal of interior waste, rubbish and recyclables; replacing lights as needed; and day to day operation of HVAC system. The Foundation shall be responsible to keep the building secure. Rubbish / Sweepinq of Sidewalks. The Foundation shall be responsible for the removal of dust, debris, and rubbish from exterior walkways and sidewalks adjacent to the facility. Changes or alterations to the Building bv the Foundation. The Foundation shall not make structural changes or alterations to the exterior of the building or to the interior designs, furnishings, fixtures and/or decorating without first obtaining the written consent of the City, whose consent shall not be unreasonably withheld. The Foundation shall not install or cause to be installed or erected on the premises any signs, antennas or other equipment or device that is affixed to the structure or visible to the public (excepting such equipment, props, or other temporary structures which are normal and customary for performances/events and which are designed for installation and use in such a facility and which cause no damage to such facility) without the prior written consent of the City, which consent shall not be unreasonably withheld. No liens or encumbrances to be created. The Foundation shall not allow any liens or encumbrances to be created upon the premises without the express consent of the City. Ownership of Fixtures and Improvements made to Premises by Foundation. Any structural additions, mechanical systems or fixtures to the premises previously made or made at any time in the future shall become a part of the premises and the property of the City upon Termination of this Agreement. Responsibilities for care and maintenance of any additions or fixtures shall be the same as for other property and fixtures provided herein, that is, generally the Foundation shall be responsibte for routine maintenance and cleaning and the City shall become responsible for repair and replacement as specified in Article VI below. Permission Required for Contract/Agreement that mav extend beyond Termination of this Agreement. The Foundation shall obtain prior approval of the City before entering into any contract, except for bookings as provided above, with a term that extends beyond the Term of this Agreement, unless such contract, by its express terms, can be terminated by the City following the expiration of this Agreement without penalty to the City. ARTICLE VI. GENERAL OBLIGATIONS AND DUTIES OF THE CITY Structural and Mechanical Svstems Repairs. Except for those items identified above as the responsibility of the Foundation, the City shall be responsible for all maintenance and repairs of the Grand Opera House structure and building mechanical systems, including: maintenance, repair and replacement of the structure, HVAC equipment and building mechanical systems; maintenance/repair/replacement of emergency generator; repair of floors, recarpeting (based upon need relative to wear and tear); repair of broken windows; repair/replacement of wall coverings, ceiling panels, and repainting of walls (based upon need relative to wear and tear); HVAC system maintenance and care, including inspections and preventative maintenance; Elevator maintenance, repair and replacement, including inspections and preventative maintenance; maintenance, repair and replacement of the building fire suppression systems, including inspections and preventative maintenance and fire extinguisher inspection and maintenance; maintenance, repair and replacement of hardware/fixtures attached to the premises, including plumbing and lighting fixtures. Snow Shoveling and Ice Removal. The City shall be responsible for the removal of snow and ice from exterior walkways and sidewalks adjacent to the facility. Riqht of Inspection. The City shall have the right to enter the premises for the purpose of inspection at any reasonable time or times during the term of this Agreement, provided however, that such inspections shall not unreasonably interFere with the Foundation's use and occupancy of the premises. ARTICLE VII. FURNISHINGS, FIXTURES AND EQUIPMENT Operatinq Svstems and Equipment. All equipment, furniture, furnishings and apparatus presently located in the Grand Opera House constitutes property of the Foundation or its contractors, except for the equipment which is owned by the City of Oshkosh and is included under this Lease Agreement to the Foundation as described in Exhibit A. If the Foundation determines that any of system or equipment owned by the City is in need of repair or replacement, the Foundation shall work with the City to determine whether the City will repair or replace the system or equipment or whether the Foundation will repair or replace the equipment. Any City property or equipment which is no longer necessary for the operation of the facility shall be disposed of in accordance with the City's ordinances and policies governing the disposal of surplus property. Foundation shall follow City procedures and timelines for requesting any system or equipment replacement for the benefit of the Grand Opera House. Annual Inventorv. The Foundation shall provide a facility inspection report and inventory report to the City by June 30th of each year detailing the condition of the facility and any fixtures, any recommended capital projects and the inventory of any city equipment and materials. ARTICLE VIII. INSURANCE, HOLD HARMLESS AND INDEMNIFICATION Property Insurance. The City shall provide property insurance covering the building and City owned contents. The Foundation shall be responsible to provide property insurance on property owned by the Foundation and shall provide property insurance or shall ensure that appropriate insurance is provided covering any equipment leased by the Foundation. Liabilitv Insurance. The City shall provide commercial general liability insurance covering the City, its officers, council members, agents, employees and authorized volunteers. The Foundation shall provide commercial general liability insurance in at least the amount of $1,000,000 per occurrence covering its officers, employees, volunteers and agents, and listing the City of Oshkosh, and its officers, council members, agents, employees and authorized volunteers as additional insureds under the policy. Intellectual Propertv Rights -- Hold Harmless and Indemnification. The Foundation shall comply and shall ensure that any person or entity it contracts with shall comply fully with any and all local, state, and federal laws, regulations, rules, constitutional provisions, common laws, and rights of others applicable to the reproduction or performance of proprietary or copyrighted materials and works of third parties (the "Works"), and to the protection of the intellectual property rights associated with such Works. The Foundation shall indemnify, defend, protect and hold harmless the City, its officers, council members, agents, employees and authorized volunteers from all and any manner of Losses arising from the use of proprietary intellectual property of third parties (whether such claims are actual or threatened) under the copyright or other laws of the United States. The foregoing indemnity shall apply regardless of the means of publication or performance, and shall include specifically and without limitation the use of recordings, audio broadcasts, video broadcasts, Works on other magnetic media, sounds or images transmitted via the worldwide web, chat rooms, webcast, or on-line service providers, satellite or cable, and all other publication or performance means whatsoever, whether now known or developed after the date of this Agreement. Hold Harmless and Indemnification. Subject to any limitations contained in Secs. 893.80, 893.83, 345.05, and any similar statute, of the Wisconsin Statutes, the City of Oshkosh agrees to hold The Foundation, its officers, officials, employees and agents harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liability is founded upon or grows out of the acts or omission of any of the City's officers, employees, volunteers or agents while acting within the scope of their employment. The Foundation agrees to hold the City of Oshkosh, its officers, officials, employees and agents harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liability is founded upon or grows out of the acts or omission of any of The Foundation's officers, employees, volunteers or agents while acting within the scope of their employment. Nothing contained within this agreement is intended to be a waiver or estoppel of the ability of the contracting municipality or its insurer to rely upon the limitations, defenses, and immunities contained within Wisconsin law, including those contained within Wisconsin Statues §§ 893.80, 895.52, and 345.05 and that such damage limits, caps and immunities shall be used to govern all disputes, contractual or otherwise, as they apply to the parties, their agents, officers and employees. To the extent that indemnification is available and enforceable, the municipality or its insurer shall not be liable in indemnity or contribution for an amount greater than the limits of liability for municipal claims established by Wisconsin Law. It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment. ARTICLE IX. REPORTS, FINANCIAL STATEMENTS AND AUDITS The Foundation shall keep and maintain, at the Grand Opera House facility or its business offices separate and independent records, in accordance with generally accepted accounting principles, devoted exclusively to its operations in connection with its management of the premises. Such records, including books, ledgers, journals and accounts, whether kept in written format or electronically, shall contain all entries reflecting the business operations of the Foundation under this Agreement. The City shall have the right to audit and inspect all such records upon reasonable notice. Quarterlv Reports. The Foundation shall provide to the City no later than the end of the month following the quarter being reported upon, a quarterly report including a detailed statement of financial position, aging report on accounts receivable, a detailed statement of activities, and sales ledger reflective of all events hosted at the Grand facility. The Foundation shall also provide a summary of the number and types of events held, actual and anticipated attendance for each event, and separate cash and disbursement details including whether the event received any booking, treatment or rates in deviation from adopted policies and if so, the reasons therefore, for each event held for the same period covered within the quarterly financial report. Audit. The Foundation shall provide to the City one hundred fifty (150) days following the end of each operating year an audited financial report and management communications, prepared by a certified public accountant, on the accounts and records as kept by the Foundation. Costs associated with providing the audit shall be the responsibility of the Foundation. Such audit shall be perFormed by an external auditor approved by the City Director of Finance and shall be conducted in accordance with generally accepted auditing standards. Cooperation with Citv Audit and/or Litiqation. The Foundation shall fully and completely cooperate with the City, the City's insurer, the City's attorneys, the City's Auditors or other representative of the City (collectively, the "City" for purposes of this Article) in connection with (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding (collectively "Litigation") or internal or governmental Audit, with respect to matters relating to this Agreement; other than a third party proceeding in which the Foundation is a named party and the Foundation and the City have not entered into a mutually acceptable joint defense agreement. Such cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making the Foundation's employees available to the City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the City to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. The City shall reimburse the Foundation for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the City's sole discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs; but do not include wages, salaries, benefits and other employee compensation. ARTICLE X. RECORDS All records of the Foundation pertaining to the management and operation of the Grand Opera House including any document related to this agreement, whether in electronic or paper form, is considered a public record and shall be provided to the City upon request. Records shall be maintained for a minimum of seven (7) years. Upon termination all records shall be turned over to the City. In the event of a public records request pertaining to this Agreement or the Foundation's operations hereunder, the Foundation shall provide the requested records and may provide the City with an explanation of why they believe any document should not be released to the public. The City shall make all final determinations regarding the existence or release of any document related to this agreement. ARTICLE XI. USE OF NAMES/LOGOS The Foundation shall include or cause to be included in all programs and brochures an acknowledgment that the Grand Opera House Facility is owned by and receives financial support from the City of Oshkosh. The Foundation shall have the right to use and permit others to use for no charge, the name and any logos owned by the City of Oshkosh pertaining to the Grand Opera House Facility, as well as the official logo of the City of Oshkosh for this purpose. The Foundation shall take all prudent and appropriate measures to protect the intellectual property rights of the City relating to such logos. ARTICLE XII. USE BY THE CITY Subject to availability, the City shall have the right to use the Grand Opera House or any part thereof rent-free for meetings, seminars, training or other non-commercial uses, provided that the City shall reimburse the Foundation for any out-of-pocket expenses incurred by the Foundation (such as the cost of support personnel, any additional costs for maintenance or janitorial staff, et-up or take-down expenses, equipment rental, etc...) in connection with such use. Upon request of the City, the Foundation shall provide to the City a list of available dates for City use. ARTICLE XIII. MISCELLANEOUS PROVISIONS Authoritv to Enter into Agreement. The Foundation hereby represents, warrants and covenants that it has the full legal right, power and authority to enter into this Agreement and to grant the rights and perForm the obligations of the Foundation as herein enumerated. Entire Aqreement. This Agreement constitutes all of the agreements and understandings of whatsoever nature or kind existing between the parties with respect to the subject matter hereof. Modifications to Aareement. This agreement cannot be changed or modified except in writing and signed by the duly authorized agents of the parties. Successors Bound. The Agreement shall be binding upon and inure to the benefit of the City, its successors and assigns, and shall be binding upon and inure to the benefit of the Foundation, its successors and assigns; provided, however, any assignment by the Foundation shall be subject to the written consent of the City. Any sale or transfer of the Grand Opera House by the City shall be made subject to the terms of this agreement. No third partv beneficiaries. Notwithstanding any provision to the contrary, it is agreed that none of the obligations contained in the Agreement shall run to or be enforceable by any other party than the parties to this Agreement. No partnership or joint venture. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture among the parties. Headinqs. Headings contained in this Agreement are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provisions of this Agreement. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one in the same Agreement. Facsimile signatures shall be deemed original signatures for all purposes of this Agreement. Severabilitv. If any term, covenant, condition or provisions of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term, covenant, condition and provision shall be valid and be enforced to the fullest extent permitted by law. No Waiver. Failure of either party to insist upon the strict performance of the terms and provisions of this agreement, or any of them, shall not constitute or be construed as a waiver or relinquish of that party's right to thereafter enforce such term or provision, and that term or provision shall continue in full force and effect. Non-Discrimination. The Operator agrees not to discriminate in its operations under this Agreement on the basis of race, color, national origin, religion, creed, age, disability, gender, or on any other basis prohibited by law. A breach of this covenant may be regarded as a material breach of this Agreement Force Maieure. Neither party shall be liable or responsible to the other party for any delay, loss, damage, failure or inability to perform under this Agreement due to an event of Force Majeure, including but not limited to by reason of fire, earthquake, war, terrorist act, flood, riot, strikes, labor disputes or shortages, government restrictions, judicial order, public emergency, or other causes beyond the reasonable control of the party, provided that the party claiming failure or inability to perForm provides written notice to the other party within ten (10) days of the date on which the party gains actual knowledge of such event of force majeure. Governing Law. The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. Joint Draftinq. This Agreement is the product of negotiation between the parties hereto and no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein. Option for Alternative Dispute Resolution. Upon mutual consent of the parties to this Agreement, which consent any party can withhold in its sole discretion, the parties can agree to submit disputes arising under this Agreement to alternative dispute resolution. IN WITNESS WHERE�F, the parties hereta ha�e executed or caused this Agreement #o be executed by their officers thereunto duly authorized, all as of the day and year first written abave. CITY OF OSHK�SH OSHKOSH OPERA HOUSE � FOUNDATION, INC. By: �'-" By: � r `.��/-� �'.��-, �,� Mar A. Rahloff, City Manager E. Alan Ha�tman, Chair __.`_� _ B ` _ �/'� B • Y� '� Y� Parrtela R. Ubrig, City Clerk /�� x Humm ,-Secretary Certificafion: By: �(`�-�-1�.1-�C�`�.,�W�l Trena Larson, Finance Direc#or Approved; I � . By: ti� ; A. Lorens i Attarney OSHOP-1 OP ID: RG ,4coR° CERTIFICATE OF LIABILITY INSURANCE OATE�MMIODIYYYY) �� onoaizo,s THIS CERTIFICATE IS ISSUEO AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s1. PROOUCER McClane - Oshkosh 505 North WesHield Street Oshkosh, WI 54902-4105 INSURED Joseph Ferlo P.O. Box 1004 Oshkosh, W154902 Phone: Fax: INSURER A : INSURER B : INSIIRER 0: INSURER E : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INOICATED. NOTMTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANV CONTR4CT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUR4NCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CON�ITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypEOFINSURANCE �L POIICVNUMOER MMIODrM'YV MMIODyIYYYY LIMITS LTR GENERALLIABILITY EACHOCCURRENCE $ ��OOO�OO i� X COMMERCIALGENERALLIABILITY X CCI0154911 �%��i�$01$ �7/�1/2�i6 pREMISES Eaoaurtence 4 50�,0� CLAIMS-MADE � OCCUR MED EXP (Any one person) S S,OO PERSONALBApVINJURY 3 i3OOO,OO X Hired 8 nonowned ceNeRn�nccRecnre s 1,000,00 GEMLAGGREGATELIMITAPPLIESPER�. PRODUCTS-COMPIOPAGG S i�OOO�OO X POLICY PR� LOC E AUTOMOBILE LIABIIITY COMBW ED SWGIE LIMIT Ea acdaent S �± ANVAUTO CCI0154911 Q%/�i/Z�i$ 07/01/2016 BO�ILVINJURY(Pe�person) 5 ALLOWNED SCHE�ULEO BODILVINJURV(PerecciEent) 5 AUTOS AUTOS X HIREO AUTOS X NON-0NMED PROPERTV DAMAGE S AUTOS Per accitlent 5 UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 E%CESSLIA6 CU11M5-MADE AGGREGATE 5 oEO RErENrioNS s WORKERSCOMPENSATION X RY IMT �TR AND EMPLOYERS' LIABILITY A ANVPROPRIETOR/PaRTNER/EXECUTNE��� CWCO1S4U11 O7/O1/2O1S O7/O1I2O16 E.LEACHACCIDENT $ iOO,OO OFFICER/MEMBEREXCLUDED? � N�A (MantldloryinNH� E1.OISEASE-EAEMPLOVE $ iOO,OO It yes tlescnEe untler DESCRIPTIONOFOPERATIONSbelow ELOISEASE-POLICVLIMIT E SOO�OO ! DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES �AttacM1 ACORD 101, Ptltlitional Remarks ScM1edule, if more space is requiretl� The City of Oshkosh, and its officexs, council members, agents, employees, and authorized volunteers are Additional Insured with respects to General Liability Coverage regarding the Lease o£ the building at 100 High Avenue, Oshkosh, WI. CITY OF OSHKOSH Paul Greeninger 215 CHURCH AVENUE P.O. BOX 1130 OSHKOSH, WI 54902-1730 ACORD 25 (2010/05) OSHKOSI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEO REPRESENTATIVE �,P �� r�_ O 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD