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City of Muskegon 2025 YMCA Park Usage Agreement This Usage Agreement (the “Agreement”) made and entered into the 9.64 day of February, 2025 by and between the City of Muskegon, a Michigan municipal corporation, of 933 Terrace Street, Muskegon, MI 49440 (the “City’””), and Muskegon Young Men’s Christian Association, a Michigan non-profit corporation, of 1115 3" Street, Muskegon, MI 49440 (the “User”) (the City and User are collectively referred as the “Parties”’). Background A. The City of Muskegon owns Smith-Ryerson Park located at 650 Wood St., Muskegon, MI 49442 and McGraft Park located at 2204 Wickham Drive, Muskegon, MI 49441 (together the “Premises”’). B. This Agreement outlines the terms and conditions under which the User is permitted to utilize the Premises for the specified purposes agreed upon between the Parties. The permission granted by the City of Muskegon is contingent upon the User's compliance with all applicable laws, regulations, and the terms stipulated in this Agreement. The City retains the right to revoke this permission at any time in accordance with the terms outlined herein. C. The City of Muskegon has agreed to grant a non-exclusive, non-transferable use of the Premises, identified below. User has agreed to accept the same. Therefore, the parties agree as follows: Agreement 1. Description of Premise. User has inspected the Premises and agrees to accept the Premises in its present “as is” condition. User acknowledges its use is non-exclusive and City may use the Premises in its sole discretion. No representation, statement, or warranty, express or implied, has been made by or on behalf of City as to such condition, or as to the use that may be made of such property. In no event will City be liable to User for any defect in such property or for limitations on its use. No representation or warranty of habitability, express or implied, has been made by or on behalf of City to User. 2. Term. The term of this Agreement (the “Term”) shall commence on May 1, 2025, and shall terminate on August 31, 2025, unless sooner terminated under the other terms of this Agreement. During the Term, User may operate its Events on the Premises only between the hours of 8:00 AM through 5:00 PM, Monday through Friday. 3. Use of Premises. It is understood and agreed between the parties that during the Term of this Agreement, the Premises shall be used and occupied only to organize and host health, wellness, community events, and other similar activities that promote community engagement and well-being, including, but not limited to a children’s day camp, and for no other purpose or purposes (the “Event(s)’”) without the prior written consent of City, which consent may be withheld for any reason. User agrees and understands that the City does not provide exclusive use to publicly accessible parks. User agrees to return each location to the condition it was in prior to each Event. User is responsible for providing all necessary and appropriate safety instruction to all participants and attendees at User’s activity. User will not use or permit upon the Premises anything that will materially increase the rate of insurance; nor will User in any manner deface or injure the structure, overload the floor, outside the ordinary course of its operations. User shall comply with and observe all applicable laws, ordinances, statutes, rules, and regulations relating to the Premises and the use of the Premises. This Agreement confers a limited right to use the specified property and explicitly does not grant any ownership interest, title, or leasehold estate to User. City retains full ownership and control over the property, and this Agreement does not create, transfer, or imply any property rights beyond the expressly stated usage rights. 4. Insurance and Indemnity. a. User shall, at its sole cost and expense, procure and maintain in full force and effect during the Term, comprehensive public liability, and property damage insurance for claims of personal injury, death or property damage occurring in, about or as a result of the use of the Premises, with single limit liability coverage of not less than $1,000,000. User shall provide a Commercial General Liability Insurance of not less than $1,000,000 naming the City of Muskegon as the certificate holder. The following language must be listed on the insurance “Additional Insured: The City of Muskegon, all elected and appointed officials, all employees and volunteers, all boards, commissions and/or authorities and board members, including employees and volunteers thereof: it is understood and agreed that by naming the City of Muskegon as additional insured, coverage afforded is considered to be primary and any other insurance the City of Muskegon may have in effect shall be considered secondary and/or excess.” The certificate shall provide that no cancellation shall be effective without a 30-day notice to the City. The insurance policy must be in place and on file in the City Clerk’s Office before User may commence operation on the Premises. b. User shall indemnify and hold City, and its officers, employees, managers, agents, volunteers, successors, and assigns harmless from all claims, demands, actions, losses, damages and liabilities and all fees, costs, and expenses (including reasonable attorneys’ fees) relating to or in any way arising with regard to the Premises or from the use of the Premises, from any cause whatsoever. c. User, for itself and its respective successors and assigns (including any person, firm or corporation which may become subrogated to any of its rights), waives any and all rights and claims for recovery against City, and its officers, employees, managers, agents, volunteers, successors, and assigns, or any of them, on account of any loss or damage to any of its property insured under any valid and collectible insurance policy or policies, to the extent of any recovery collectible under such insurance policies. d. The furnishing of any insurance coverage by User or City shall not limit User’s obligations. City shall not be liable for any damage or injury occurring on or about the Premises. In no event shall City be liable for any injury or interruption to User’s operation or any loss of income therefrom under any circumstances and neither City nor any of the other indemnified parties shall be liable for any indirect or consequential losses or damages suffered by User. The terms and obligations of this Paragraph 4 shall survive termination or expiration of this Agreement. Alterations or Improvements. User shall not make any alterations, additions, or improvements to the Premises. All alterations, improvements or additions to the Premises shall be upon a written request by User and completed by the City in its sole discretion. All alterations, improvements, or additions to the Premises become the property of City and be surrendered with the Premises at the termination of this Agreement. Repairs and Maintenance. City shall keep and maintain the Premises, and every part thereof, including, but not limited to, all structural, nonstructural, roof, light bulbs, interior and exterior portions of the buildings and improvements located upon the Premises, in good and sanitary order, condition and repair. User will deliver the same to City at the expiration of the Term in as good a condition as when received, except for reasonable use and wear thereof. User shall be responsible for any and all losses and damages caused by or arising from the acts, omissions, or negligence of User or User’s employees, agents, volunteers, guests, or invitees. Any damage or permanent changes to the Premises that require City to repair will be reimbursed by User upon a written invoice by City. Default; Termination. If the User or its agents, employees, or assigns shall default or breach any provision of this Agreement and shall not cure such default within 10 days after written notice from City; or if User abandons the Premises; or in the case of the insolvency or bankruptcy of User; then in any such event City may terminate this Agreement without notice to User. Upon termination of this Agreement, City may, if it elects to do so, forthwith and without further notice enter the Premises and dispossess User or any other occupant of the Premises and remove their effects. Either Party may terminate this Agreement by giving to the other thirty (30) days’ written notice prior to any scheduled Event. Relinquish Premises. User will relinquish and vacate the Premises at the expiration of the Term of this Agreement, in as good of a state and condition as the Premises were in at the commencement of the Term, reasonable use and wear thereof excepted. Damages. In the event of the termination of this Agreement under the provisions of Paragraph 7 or under any provisions of law by reason of User’s breach or default under this Agreement, City shall be entitled to recover from User all reasonable costs, expenses, and actual attorney fees incurred in the enforcement of City’s obligations under this Agreement and the collection or attempted collection of any sums owed by User to City. 10. Fire or destruction. If the Premises, or any substantial part of the Premises, shall be destroyed by fire or other casualty so as to render all or a substantial part of the Premises 3 unusable, either Party shall have the right to terminate this Agreement on written notice. All insurance proceeds received by either party as a result of damage to or destruction of the Premises shall be promptly delivered to City, except to the extent of proceeds received exclusively for damage or destruction of User’s personal property. 11. Non-Discrimination. During the Term, User shall refrain from refusing, restricting, withholding, or denying any accommodations, services, privileges, advantages or facilities or otherwise discriminating, whether directly or indirectly, on the basis of race, color, ethnicity, national origin, religious beliefs or practices, age, disability, pregnancy, marital status, parental status, military status, employment or educational status, gender, sex, sexual orientation, gender identity or expression, or any other protected or designated classification by as established by applicable State law. 12. Assignment. User may not assign this Agreement or all or any part of the Premises at any time during the Term of this Agreement without the prior written consent of City, which may be withheld for any reason. 13. Compliance with Laws. User, under penalty of forfeiture and damages, agrees to promptly comply with all requirements of law and all ordinances, regulations or orders of any state, municipal, or other public authority affecting all or any part of the Premises and with all requirements of the Board of Fire Underwriters or similar body and of any liability insurance company insuring City against liability for accidents in or connected with all or any part of the Premises, and User further agrees to save City harmless from any and all penalties, fines, or liabilities that may result from User’s failure to so comply. 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their personal representatives, heirs, successors and assigns. 15. Headings. The headings contained herein are for the convenience of the parties and are not to be used in construing this Agreement. 16. Remedies Cumulative; Waiver. All rights and remedies of City are cumulative, and not exclusive, and shall be in addition to all other rights and remedies provided by applicable law. Failure to exercise or delay in exercising any right or remedy shall not operate as a waiver thereof, nor excuse future performance. No waiver, discharge or renunciation of any claim or right arising out of a breach of these terms and conditions shall be effective unless in a writing signed by the party so waiving and supported by consideration. Any waiver of any breach shall be a waiver of that breach only and not of any other breach, whether prior or subsequent thereto. 17. Choice of Law; Invalidation of Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. The invalidation of one or more term in this Agreement shall not affect the validity of the remaining terms. 18. Notices. All notices shall be given in writing upon the parties. Any notice shall be deemed to have been given when personally delivered, sent by certified mail, return receipt requested and postage prepaid, or sent by email. Notices shall be sent as follows: City: Parks and Recreation Director Muskegon Department of Public Works 1350 E Keating Ave Muskegon, MI 49442 w/copy to: Parmenter Law PO Box 786 Muskegon, MI 49443-0786 Attn: City Attorney Email: john@parmenterlaw.com User: Muskegon YMCA £0. Lox 1667 Attn: Gabrielle Gerlach Email: gc ISKCYO, A 2, Entire Agreement; Amendment. This Agreement represents the entire agreement between the Parties. It may not be amended, altered or modified except by a writing signed by both Parties. 20. Counterparts. This Agreement may be executed in counterparts, and each set of duly delivered identical counterparts which includes all signatories, shall be deemed to be one original document. Electronic or fax copies of the signed Agreement shall constitute a valid, enforceable agreement. City — City of Muskegon, a Michigan municipal corporation By: Ao Name: Ken Johnson’ ebro — Title: Date: Meyer 3 ~ ¢- J0dS Name: Ann Meisch Title: City Clerk Date: 3 == 2025" User — wy fale whabil Nam& Title:SL Caaloviatled &S Calor iehe”Cyevlach Date: __ 3/11 {2025
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