2607 Exhibits.pdf

Area: 0.46 Acres Perimeter: 645 Feet

Biergarten Storage

County Parks Storage

Restrooms

VENDOR PERMIT AGREEMENT BETWEEN

KENOSHA COUNTY

AND

XXXXX

This Vendor Permit Agreement (“Agreement”) is made and entered into effective _______________

(the “Effective Date”), by and between the KENOSHA COUNTY DIVISON OF PARKS (the “County” or

“Parks”) and XXXXX (the “Vendor”), as represented by: XXXXX

WITNESSETH:

WHEREAS, the County is the owner of Petrifying Springs Park, located at 5555 7th

Street, in the City of Kenosha, Kenosha County, State of Wisconsin; and

WHEREAS, the Parties wish to enter into an agreement governing the operation of a food and beverage concession in Petrifying Springs Park.

NOW THEREFORE, the Parties do herewith, in consideration of mutual promises and other good and valuable consideration, agree as follows:

PROVISIONS:

1. Permitted Use:

1.1 Food and Beverage Sales: Vendor is permitted to sell food and beverages, including alcoholic beverages served under a Class B tavern license, at the

Pavilion in Petrifying Springs Park and its environs, as more specifically set forth on Exhibit A (the “Premises”). This agreement in totality contemplates Petrifying

Springs Park only, and no other County Park. The Parties may mutually agree to expand the Premises from time to time by use of Park Use Agreement. The food and beverage concession shall operate from May 1 through October 30. During the month of May, the Vendor shall open a minimum of two weekends prior to

Memorial Day weekend. Vendor’s hours of operation June through September shall be Monday – Thursday from 4 p.m. to 9:00 pm; Friday – Sunday from noon to 9:00 p.m. Vendor shall be open weekends in the month of October. Vendor shall have the ability to increase hours of operation with Director of Parks permission. Inclement weather closers or opening delays shall be at the discretion of the Vendor. Vendor shall not dispense or distribute alcohol to patrons after 9:00 p.m.

It is the responsibility of Vendor to manage the distribution of alcohol, and

Vendor is solely responsible for any incidents involving alcohol sold by Vendor at the Premises. Vendor shall monitor the service of alcoholic beverages, make sure no one under the age of twenty-one (21) is drinking alcohol, and refuse service to people who appear to be intoxicated or using poor judgment in their drinking.

Vendor is solely liable for any damages under the Dram Shop Laws as codified in

Wisconsin at section 125.035 of the Wisconsin statutes. Vendor acknowledges that the County is not dispensing alcoholic beverages, the Vendor is. Therefore, all liability for any alleged violation under chapter 125 lie with the Vendor. Vendor will make best efforts to ensure that no alcoholic beverages served in the food and beverage are consumed outside of the Premises. Vendor shall provide signage prohibiting consumption and possession alcoholic beverages from site as described as Exhibit A.

1.2 Special Events: All special events to be held on the Premises require the written permission of the County and Vendor shall obtain Park Use Agreement at the standard

County fee in effect at the time of the Special Event from all governmental authorities having jurisdiction over the Premises. Any Vendor third-party on-site publications and advertising shall be authorized by the Director of Parks. A Special Event is defined as activity, performance, festival, market or gathering of food trucks taking place outside the footprint dictated by this Agreement.

1.3 Public Access and Use of the Premises: Vendor and County recognize that the

Park is a public park and that public use of the Premises is mutually desirable. Vendor shall provide the Pavilion during open hours of operation, by non-customers of Vendor.

The outdoor portion of the Premises and its surroundings shall remain open year-round and available to the public on a daily basis during park hours. It is understood that the general public is not permitted to carry in personal alcoholic beverages as stated in

County Ordinance 10.07(7). Kenosha County agrees to not rent the pavilion or areas defined as the Premises to the general public. The Vendor agrees to not close the

Premises for private events that prevents the general public from utilizing their services during regular business hours. Partial closures of the Premises due to private rentals shall only be permissible with prior authorization by the Director of Parks and conformance of all County ordinances and State statutes.

1.4 Use of the Premises: The Parties agree that the Vendor accepts use of the

Premises subject to all existing easements or restrictions on the Premises and surrounding area, and Vendor shall obtain any and all approvals necessary for its use as contemplated by this Agreement. County is not responsible for any required approvals, building permits or other required authorizations from regulatory agencies relating to

Vendor’s permitted uses, without limitation. Vendor may not lease or rent the premises to any third party or rent the pavilion to other parties. Vendor shall allow the County to use the Premises for annual special events and will give the Vendor a schedule of events in the first quarter of the calendar year. Vendor shall make an attempt to accommodate special events by offering the sale of food and beverages to event participants. The

Vendor must also store any equipment or materials in its designated storage locations.

Nothing is to be stored outdoors outside of business hours.

2. Term: This Agreement shall commence on the Effective Date and expire December 31, 2037.

3. Payments for Utilities: The Vendor shall reimburse the County for all electric usage from the Premises based on the meter at the end of each season. Invoices shall be paid within thirty (30) days of issuance. All electrical improvements, installations and upgrades shall be approved by the Director of Public Works before they are undertaken.

3.1 County’s Permission for Vendor Improvements: During the conceptual and planning phases of any Vendor Improvements, the Vendor shall provide the County

Parks System with all plans and specifications for such improvements. Within thirty (30) days after receiving notice from the Vendor or its agents of plans or specifications for

Vendor Improvements to the Premises, the County shall either approve or disapprove of such plans or specifications in writing. Prior to any work being done, Vendor must obtain a Right of Entry Permit from Kenosha County. The Vendor shall keep the Parks

System advised on an ongoing basis and will welcome input from the Parks System as alternatives are being considered. The final construction plans (with regard to engineering, structural, environmental, and utilities matters) shall require the County’s review and approval, which must be obtained prior to bidding out and awarding any contracts to commence construction. The Vendor shall be permitted to use private contractors to make Vendor Improvements or other alterations to the Premises. As a condition to issuance of approval, the Parks System may require reasonable proof that adequate private or public funding exists both for the construction and the subsequent operation, maintenance and repair of any Vendor Improvements. In addition, the

County may require the Vendor to maintain certain improvements as a condition of the

Agreement. Vendor must provide a vendor improvement completion date for a date certain. In the event of a breach of the completion date, the vendor shall have ten working days to return the facility into the pre-improvement state.

3.2 Access for Making Vendor Improvements: The County hereby grants and conveys to the Vendor and its agents, employees and contractor’s non-exclusive rights of access to, on, over and across the Park for the construction, maintenance, repair and replacement of the Vendor Improvements, for which the Vendor shall be solely responsible. Vendor shall use commercially reasonable efforts to minimize any interference with the County’s use of the Park and shall restore the Park (beyond the

Vendor Improvements) to reasonably the same condition as existed immediately prior to any construction activity, all at the Vendor’s sole cost and expense.

3.3 Title to Vendor Improvements: All permanent Vendor Improvements to the

Premises, when completed, shall become the property of the County, free and clear of any and all liens and encumbrances. When any improvement is undertaken, Vendor and County shall agree in writing as to whether or not the improvement is permanent.

4. Marketing and Sponsorships: Vendor is responsible for all marketing and advertising to promote its activities. Kenosha County shall make reasonable efforts to aid and support the Vendor’s marketing and advertising efforts. Vendor shall acknowledge the Parks

Department and include the Parks logo in all promotional materials, whether print or digital, directly related to its activities covered under this Agreement. All proposed banners, signage and advertising on or within the Premises, including if placed on temporary or portable structures, must be pre-approved in writing by the Parks Director.

Vendor shall notify the Parks Department’s Director or his designee as soon as it is aware of any television, radio, print, electronic or other media interviews or reports to be prepared regarding the Premises. The County shall approve of any such interview, report or other announcement pertaining to the Premises. Vendor may not enter into any sponsorships or other promotional arrangements with outside contractors at the

Concession without the prior written consent of the Parks Director.

5. Payment: Vendor shall pay to County at the close of each month of operation during the

Term a commission of 15% of gross sales.

Vendor shall pay County within thirty (30) days of the close of the applicable month.

“Gross sales” shall be defined as the total of all receipts (cash, checks, credit cards) derived from the sale of all food, beverages, merchandise, memberships and third party sales associated with the food and beverage concession, less sales tax and discounts

Deductions for client non-payments or bad-debt expenses are not allowed. Checks shall be made payable to the Kenosha County Treasurer and mailed or delivered to: Kenosha

County Parks Division, Attn: Director of Parks, 19600 75th St. Suite 122-1, Bristol, Wisconsin, 53104.

6. Sales Reports: On a monthly basis, Vendor shall compile and provide County with a summary report of all sales activities and a financial reconciliation of all commissions owed and paid. Vendor shall submit such reports within thirty (30) days of the close of the applicable month. Reports should include, but are not limited to; total gross daily/monthly revenue, total net daily/monthly revenue, year-to-date recap, and itemized sales data. This must be exported from a Point of Sale terminal and not delivered on an editable document such as Microsoft Word or Excel.

7. Rights Reserved to County: County reserves the right to award a contract with one (1) or more additional vendors to provide other concessionable items in other areas of the

Park; provided, however, the Vendor will be given an opportunity to provide other concession items sold during special events in other areas of Petrifying Springs Park if an agreement can be reached on the terms that are acceptable to both parties. The County shall not contract with a third party to operate another ongoing food and beverage in another area of the Park. County further reserves the right to operate its own concession area during any and all events held in its Parks.

8. Permits, Licenses, and Other Costs: Vendor shall procure, maintain, and pay the fees for all appropriate federal, state, and local licenses and permits required for its activities

Vendor Improvements.

9. Compliance with Laws: Vendor shall, at Vendor’s expense, promptly comply with all laws, rules, and regulations made by any governmental authority having jurisdiction over

Vendor’s use of the Premises pertaining to: (a) accessibility, ensuring that the Premises and environs are fully accessible pursuant to the American with Disabilities Act of 1990 and the Architectural Barriers Act of 1968 and such accessibility is approved by the

Kenosha County; and (b) Vendor’s activities on the Premises. Each Party shall, at its expense, promptly comply with all laws, rules, and regulations made by any governmental authority having jurisdiction over its activities under this Agreement.

10. County Approval of Items to be Sold: Vendor shall provide County with a list and pricing information for the products it intends to sell. Vendor shall provide concessions such as, but not limited to bratwurst, frankfurter, sausage platters, pretzels, and ice cream. The

Parks Director or his designee maintains the right to prohibit the sale of any item that he deems to be inappropriate or otherwise within the Kenosha County Parks System.

11. Amplified Music Restriction: Amplified music shall be limited to acoustic and vocal reinforcement to provide background music throughout the Premises and environs.

Events or performances with concert style amplification must be approved in writing by the Parks Director or his designee. All amplified music approved by the Parks Director or his designee, as well as ambient music, shall comply with the appropriate municipal noise ordinances. In addition, Vendor agrees to comply with the cabaret ordinances of the Village of Somers and warrants and represents that it shall not allow amplified music or other entertainment which would be regulated by those ordinances on the premises leased hereunder in the absence of a license or permit issued by the Village of Somers.

12. Signage: All proposed banners, signage and advertising on or within the Premises, temporary or portable structures, must be pre-approved in writing by the Parks Director or his designee.

13. Garbage: Vendor is responsible for maintaining the Premises and surrounding areas in a state of cleanliness and repair to prevent injury to the public. Vendor shall dispose of all garbage from the Premises in a covered dumpster provided by County, there are to be no garbage bags placed in front of, or around the dumpster. All garbage and garbage bags must be deposited into the dumpster, and the lid must be able to close. If the existing dumpster does not provide sufficient space, it is the responsibility of the

Vendor to notify the County, and the County will supply an additional dumpster at its earliest convenience. Vendor shall leave the Premises free from litter, garbage and debris by the close of business daily.

14. Vendor’s Obligations for Maintenance and Minor Repairs : Vendor shall maintain the

Premises in good order. Vendor shall also be responsible for the routine maintenance, general cleaning and upkeep of the grounds including vendor improvements, trees, planters, landscaping, turf, fencing, and gravel patio surfacing within the Premises.

Parks Director for the County may require that maintenance and repairs be undertaken within 30 days of written notice of the need for said maintenance or repairs. Vendor shall make minor repairs to all plumbing, electrical and lighting (including the replacement of light bulbs), door latches and locks, windows and plate glass/plastic, and signage, where such repairs or replacement are to the existing items in place within the Premises or to those installed by Vendor. Material list will need to be submitted to the County for their approval to ensure that the County’s material standards are being met.

15. Vendor’s Obligations for Major Repairs: Vendor shall maintain in good order and make

“major repairs” to any plumbing, electrical and lighting, door latches and locks, windows and plate glass/plastic, signage, and structural elements whose repair or replacement are necessitated by the negligence or willful misconduct of Vendor, its employees, invited guests, or patrons. “Major repairs” are herein defined as any singular repair or replacement whose cost is Five Hundred Dollars ($500) or greater for each instance.

Vendor shall further make all repairs or replacement, whether “major” or “minor,” to any equipment, trade fixture, signage, or structural component, including plumbing, electrical lighting, doors, windows and plate glass/plastic, which it has provided or caused to be installed or improved upon the Premises. All repairs shall be done by licensed tradespersons, with oversight by the County’s operational staff. Material list will need to be submitted to the County for their approval to ensure that the County’s material standards are being met. Vendor may contract with the County for repairs on a time and materials basis.

16. County ’s Obligations for Major Repairs : County shall maintain in good order and provide for all major repairs to all structural components of the Premises, including the roof and roof systems foundation, exterior walls, interior structural walls, and all utility systems, including electrical, except for such components which have been provided and installed by Vendor or as further provided for in Section 16 above. County shall also maintain and repair all parking areas, public sidewalks, and all utility systems, which serve the Premises as a whole, but are not part of the Premises. Kenosha County states that it is our intent to make all repairs required to be made under this Agreement.

However, in the event Kenosha County’s legislative body, the Kenosha County Board of

Supervisors, does not appropriate funds for the necessary repairs, the repairs will not be completed until approved by the Board of Supervisors.

17. Timeliness of Repairs: Each Party shall perform its obligations under Sections 16, 17, 18, and 19 hereunder promptly after learning of the need for such repairs, but in any event within thirty (30) days of the occurrence or notice provided by one Party to the other. If

County fails to make such repairs within thirty (30) days after Vendor’s notice (except when the repairs require more than thirty (30) days for performance and County commences the repair within thirty (30) days and diligently pursues the repair to completion), Vendor may, at its option, undertake such repairs and deduct the reasonable cost thereof from the monthly rentals or commissions next falling due. If

Vendor fails to make such repairs for which it is obligated within thirty (30) days after

County’s notice, and such failure constitutes a health or safety hazard to the public, or has the potential to cause further damage to the Premises, then the County shall have the right to make the repair with its own staff or contract with a third party to make the repair, and charge all reasonable costs associated with making the repair to Vendor

(including salary and benefits if done with County’s own staff).

18. Removal of Equipment and Supplies: Upon expiration or termination of this Agreement for any reason or no reason, Vendor shall remove, at its costs, all of its supplies, displays, and related items from the Premises within thirty (30) days of the expiration or termination date, and shall restore the Premises to its prior condition (except that any improvements performed by Vendor), satisfactory to the Parks Director or his designee.

Damage caused to the Premises by any removal of personal property or improvements to the Premises will be repaired by the Vendor. If for any reason Vendor does not comply in a timely manner with its obligations under this paragraph, then the County may make such repairs or remove, dispose of, or retain such property as the County sees fit. It is mutually agreed that the County may recover from the Vendor any and all reasonable costs, as determined by the County, related to this Section. The Vendor agrees to surrender the Premises in broom-clean condition, subject to ordinary wear and tear and casualty.

19. Disposal of Fats, Oils and Grease:

19.1 Prevention of FOG Build-up: Vendor shall keep leftover grease and food scraps from going down the drains. Vendor is solely responsible for complete removal of any buildup of fats oils and greases. Fats, oils, and grease (“FOG”) poured down drains can build up in pipes and sewers and cause sewage backups, which can lead to raw sewage overflows. Large amounts of FOG should be collected and stored in drums or barrels for recycling. Small amounts can be poured into a sealed container and thrown away.

Vendor should scrape or wipe FOG from dishware and cookware and put it in the trash.

19.2 GCD Installation: Vendor shall have a grease control device (“GCD”) meeting all applicable requirements of Wisconsin Administrative Code NR 113 and State of

Wisconsin Department of Commerce 82.34 standards. The GCD shall be installed by a plumber licensed in the State of Wisconsin prior to the Vendor’s occupancy of the

Premises. The GCD shall be installed and connected so that it may be readily accessible for inspection, cleaning and removal of FOG at any time.

19.3 Maintenance: The GCD shall be installed and maintained at the Vendor’s sole expense. The GCD remains with the building if the agreement is terminated.

Maintenance shall include the complete removal of all contents, including floating material, wastewater and settled solids. The GCD shall be cleaned no less frequently than once every six (6) months. Grease interceptors shall be pumped out completely when the total accumulation of FOG, including floating solids and settled solids, reaches twenty-five percent (25%) of the overall liquid volume. Frequency of cleaning will depend upon the type of food prepared and how well grease is managed in the kitchen.

19.4 Waste Disposal: FOG removed from a grease interceptor shall be disposed of in a solid waste disposal system or by a certified grease hauler. FOG removed from a grease interceptor shall be disposed of at a facility permitted to receive such wastes. No

FOG shall be returned, decanted or discharged to any grease interceptor or into any portion of any private or County sanitary sewer system or water treatment facility.

19.5 Posting of Signage: The Vendor shall post County signage provided to the

Vendor regarding FOG disposal in a clear and prominent place in the kitchen at the

Premises. County signage shall be posted above the sink at the Premises if such posting is possible and if such posting would not obscure the signage.

19.6 Inspection: County shall have the right of entry into the Premises at any time to make inspections, observation, measurements, sampling, testing, or records review of the

GCD to ensure that the Vendor is in compliance with this Section 18. Operational changes, maintenance and repairs requested by the County shall be implemented by

Vendor at Vendor’s sole expense.

19.7 Record Keeping: Vendor shall retain and make available at any time for County’s inspection and request all records of all cleaning and/or maintenance pertaining to the

GCD during the Term. Cleaning and/or maintenance records shall include, at a minimum:

(a) the dates of cleaning/maintenance; (b) the names and business addresses of each company or person performing the cleaning/maintenance; (c) the volume of waste removed in each cleaning/maintenance; (d) information regarding each FOG disposal, including location of the waste disposal site and a copy of the original manifest from the hauler, if applicable; and (e) description of any repairs needed to the GCD, date repairs performed and name of repairer. The rights and obligations set forth under this provision shall survive the termination of the Agreement for a period of three (3) years.

20. Site Restoration: Both Vendor and County shall together participate in a pre-season and post-season inspection of the Premises, including the turf. Vendor shall provide a restoration plan satisfactory to the Director or his designee. Vendor’s goal shall be to leave the turf in an improved environmental state. Accordingly, the plan shall outline any methods for environmental management. Further, Vendor shall be responsible for any actual documented physical damage to the Premises caused by Vendor, its employees, agents, representatives, and guests. Within five (5) days of the discovery of any such damage, the Premises shall be restored to the satisfaction of the Parks Director or his designee. If damage is not restored by the Vendor after five (5) days of the discovery and the County elects to restore such damage, then the County shall have the right to restore the damage with its own staff or contract with a private company to restore the damage, and charge all reasonable costs directly associated with performing the restoration work, to the Vendor (including salary and benefits if done with the County’s own staff).

21. Security: Unarmed security personnel are permitted within the Premises for the purposes of checking identification and general observation. Vendor shall be solely responsible for and assume all risks related to the security of the Premises and use of security personnel.

21.1 Internet Connection and Access: Kenosha County will provide an internet connection for Vendor. However, Kenosha County is not liable for security of the internet usage, nor the continuity of service at the Premises. Vendor is responsible for security in their equipment, application and any usage at the location as well as maintenance of connectivity. Kenosha County provides the internet connection on a best effort basis and does not guarantee service or security.

22. Inspection by County: County shall at all reasonable times have the right to enter the

Premises to inspect the condition thereof, and to improve or repair the Premises, and to make such repairs, alterations, improvements or additions as County may deem necessary or desirable; provided, however, such entry shall be done in such a manner that it does not unreasonably interfere with the conduct of Vendor’s use of the Premises.

23. Interest: Unless waived by County Board of Supervisors, Vendor shall be responsible for payment of interest on amounts not remitted in accordance with this Agreement. The rate of interest shall be the statutory rate in effect for delinquent County property taxes

(one-percent (1%) per month or fraction of a month) as described in Wisconsin statutes section 74.47(1). The obligation for payment and calculation thereof shall commence upon the day following the due dates established herein.

23.1 Penalty: In addition to the interest described above, Vendor may be responsible for payment of penalty on amounts not remitted in accordance with this Agreement, as may be determined by County. The penalty shall be the statutory rate in effect for delinquent County property taxes (.5% per month, or fraction of a month) as described in

Kenosha County ordinance section 3.631 (2) and Wisconsin statutes section 74.47(2).

The obligation for payment and calculation thereof shall commence upon the day following the due dates established herein.

23.2 Audit Results: If, as a result of the annual audit required herein, additional amounts are disclosed to be due and owing to the County, interest and penalty shall be calculated thereon in accordance with the above method. Vendor shall remit to the

County any additional amounts identified due and owing for the audit including interest and penalty thereon within thirty (30) days following receipt of the audit report by the

County.

23.3 Nonexclusivity: This provision permitting collection of interest and penalty by the

County on delinquent payments is not to be considered the County’s exclusive remedy for Vendor’s default or breach with respect to delinquent payment. The exercise of this remedy is not a waiver by the County of any other remedy permitted under this

Agreement, including but not limited to termination of this Agreement.

Audit: Vendor shall allow the County or any other party the County may name, when and as they demand, to audit, examine and make copies of records in any form and format, meaning any medium on which written, drawn, printed, spoken, visual or electromagnetic information is recorded or preserved, regardless of physical form or characteristics, which has been created or is being kept by Vendor, including not limited to: handwritten, typed or printed pages, maps, charts, photographs, films, recordings, tapes (including computer tapes), computer files, computer printouts and optical disks, and excerpts or transcripts from any such records or other information directly relating to matters under this Agreement, all at no cost to County. Specific reports subject to audit include but are not limited to: detailed Daily/Weekly/Monthly/Annual transaction data exported from Vendor's the Point of Sale system, and expense invoices for Cost of

Goods as needed. The County shall be allowed to access to the Point of Sale system application at any point in time. Any subcontracting by Vendor in performing the duties described under this Agreement shall subject the subcontractor and/or associates to the same audit terms and conditions as the Vendor. The County must agree annually with any subcontracting undertaken by the Vendor. Vendor (or any subcontractor) shall maintain and make available to County the aforementioned audit information for no less than three years after the conclusion of this Agreement.

24. Books and Records: Vendor shall maintain books and records in connection with the

Beer Garden and shall retain such records for a period of ten (10) years, or as long as required by State and federal rules and regulations. Vendor shall maintain records of the services provided under this Agreement and shall make any such records available to client upon request. In addition, Vendor will allow inspection of records and documents, insofar as it is permitted or required by State and federal law, with regard to any inspection or investigation of client. However, nothing in this Agreement requires

Vendor to open the books or records of their business except as required by law.

Further, Vendor does not waive any right to confidentiality of records except as required by law.

25. Insurance: County assumes no responsibility for any loss or damage to Vendor’s personal property while in use or stored at or on the Premises. Vendor shall maintain comprehensive liability, workers compensation and automobile liability insurance as required below. Vendor shall provide the County with evidence of said coverages in the following minimum amounts.

Type of Coverage

Commercial General Liability

Personal Injury and Advertising Injury Per

Occurrence

Fire Legal

Automobile Liability

Bodily Injury & Property Damage

All Autos-Owned, non-owned and/or hired Uninsured Motorists Per Wisconsin

Requirements

Liquor Liability

Wisconsin Workers’

Compensation Statutory, or Proof of All

States Coverage

Employers’ Liability

$100,000/$500,000/$100,000

Umbrella Liability

Minimum Limits

$1,000,000 Per Occurrence and

$1,000,000 in the Aggregate

$1,000,000

$1,000,000

$1,000,000 Combined Single limit Per

Accident

$1,000,000 Per Occurrence

If applicable

If applicable

$5,000,000 Each Occurrence and in the

Annual Aggregate

Kenosha County will be named as an additional insured for General Liability and

Automobile Liability. A waiver of subrogation for Workers Compensation by endorsement in favor of Kenosha County shall be provided. Disclosure must be made of any non-standard or restrictive additional insured endorsement, and any use of non- standard or restrictive additional insured endorsement will not be acceptable.

A certificate indicating the above coverages shall be submitted for review and approval by the County for the duration of this Agreement. Coverages shall be placed with an insurance company approved by the State of Wisconsin and rated “A” per Best’s Key Rating Guide.

Additional information as to policy form, retroactive date, discovery provisions and applicable retentions shall be submitted to County, if requested, to obtain approval of insurance requirements. Any deviations, including use of purchasing groups, risk retention groups, etc., or requests for waiver from the above requirements shall be submitted in writing to the County for approval prior to the commencement of activities under this Agreement.

Vendor shall provide current certificate of insurance continually during the term of this agreement.

26. Indemnification: To the fullest extent permitted by law, Vendor shall indemnify and defend the County for, and hold it harmless from all liability, claims and demands on account of bodily injuries, property damage and loss of any kind whatsoever, including workers’ compensation claims, which arise out of or are in any manner connected to the Premises, based on any injury, damage or loss being caused by any wrongful, intentional, or negligent acts or omissions of the Vendor, its agents, or employees. Vendor shall, at its own expense, investigate all claims and demands, attend to their settlement or disposition, defend all actions based thereon and pay all charges of attorneys and other costs and expenses arising from any such injury, damage or loss, claim, demand or action.

26.1 Environmental Indemnification. Vendor shall, to the fullest extent provided for under any environmental laws, rules and regulations, be responsible for any required repair, cleanup, remediation or detoxification arising out of any : (a) any

Hazardous Materials brought onto or introduced into the Premises or surrounding areas by Vendor or its agents and/or (b) Hazardous Materials whose presence pre-exists the commencement of Vendor’s improvements, located in the Park, that are discovered or disturbed as a result of Vendor’s improvements on, at or near the Park.

The Vendor hereby agrees to indemnify, defend and hold County harmless from and against any and all liabilities, costs, expenses (including taxable costs and taxable attorneys fees), damages (including but not limited to clean-up, remediation or detoxification of) or any other losses caused by its introduction of any such

Hazardous Materials into or onto the Premises and any Hazardous Materials brought onto or introduced into the Premises as described herein. “Hazardous Materials” as the term is used herein shall mean any substance: (a) the presence of which requires investigation or remediation under any Federal, State or local statute, regulation, ordinance, order, action or policy; or (b) which is or becomes defined as a “hazardous waste” or “hazardous substance” under any Federal, State or local statute, regulation, ordinance, or amendments thereto. Notwithstanding the foregoing, the Vendor shall not be liable for, and shall have no obligations for (including but not limited to the indemnification, repair, clean-up, remediation, or detoxification of) any Hazardous

Materials brought onsite by the County or any third parties, other than the Vendor’s contractors, subcontractors, agents or guests.

27. Assignment and Subletting: Vendor may not assign this Agreement, in whole or in part, or sublease any part of the Premises without the prior written approval of the

Parks Director or his designee.

28. Termination: County may terminate this Agreement: (a) if Vendor fails to comply with any provision in this Agreement, and such failure continues for forty-five (45) days after a written notice from County setting forth in reasonable detail the nature of such default; or (b) if Vendor ceases to do business as a going concern, ceases to pay its debts as they become due, or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any proceeding under any federal or state bankruptcy law, or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of Vendor’s assets or Vendor’s interest in this Agreement.

29. Partnership: Nothing contained in this Agreement shall constitute or be construed to create a partnership or joint venture between County or its successors or assigns and

Vendor or its successors or assigns. This Agreement does not create the relationship of principal and agent.

30. Non-waiver of Laws: Nothing in this agreement shall limit or waive statutory or common law or constitutional defenses or immunities applicable to Kenosha County regarding the park or operation of the beer garden.

31. Notices: All notices with respect to this Agreement shall be in writing, and e-mail shall constitute writing for the purposes of the foregoing. Except as otherwise expressly provided in this Agreement, a notice shall be deemed duly given and received upon delivery, if delivered by hand or after posting via US Mail, to the party addressed as follows:

To Vendor: To County:

XXXXX Kenosha County Division of Parks

Parks Director

19600 75th Street, Suite 122-1

Bristol, WI 53104

Either party may designate a new address for purposes of this Agreement by written notice to the other party.

Signature page follows

XXXXX (Vendor)

By, XXXXX (Vendor)

THE COUNTY OF KENOSHA

Samantha Kerkman, County Executive

Recommended by:

Wyatt Moore, Director of Kenosha County Parks

This agreement was jointly drafted by the parties.

CERTIFICATE OF LIABILITY INSURANCE