Non-Binding Memorandum of Understanding

WHEREAS, the City of Waukesha Business Improvement District (hereinafter known as BID) was created pursuant to Chapter 66 of the Wisconsin Statutes and the Ordinances of the City of Waukesha to promote the downtown Business area; and

WHEREAS, the Waukesha Guitar Town Steering Committee (hereinafter known as Steering Committee)is an informal non-government group of citizens which was formed to co-operate with the Gibson Guitar Foundation, to promote tourism, the artistic community as well as the general economic climate in the City of Waukesha; and

WHEREAS, the Gibson Guitar Foundation has offered to designate the City of Waukesha as a “Guitar Town” and donate several guitars and guitar statues to Waukesha to be placed on display in the general Waukesha Down Town business area in order to promote the City’s tourism as well as the legacy of Les Paul which is consistent with the general mission of both BID and the Steering Committee; now

THEREFORE, BID and the Steering Committee wish to work together in good faith but in anon-binding manner to do the following:

1)Both parties recognize that the ten 10’ guitar statues and approximately 15 regular sized guitars are for the overall benefit of the public.

2)That the Steering Committee will, upon completion and installation of the 10” guitar statues, turn over stewardship of those guitar statues to BID.

3)BID will oversee the care, handling and maintenance for those guitars for a minimum of three years. Those guitar statues to be place in the downtown area with the flexibility to have them placed for a limited period of time with Statue sponsors- all as approved by governmental authorities. In any event, the guitar statues are to be place in an indoor facility during the winter months.

4)BID will endeavor to make reasonable efforts to keep the guitars in the downtown area after the three year period unless specifically requested by sponsors.

5)The Steering Committee will commit to allocating to BID the sum of $5,000 for purposes of insuring, maintaining and transporting the guitar statues for the approximate three year period of this project.

6)BID will agree to work with the Steering Committee to organize and host a VIP reception on May 31st to promote this project and will further, at its sole discretion, donate a minimal amount of staff resources to assist the entire project.

Dated this 16th day of February, 2012

Norm BruceRick Congdon

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BID PresidentChair, Guitar Town Steering Comm.