License Agreement - Long Term Use of Right-of-Way Through, Under and Adjacent to Niles Ave – University of Notre Dame du Lac

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LICENSE AGREEMENT This License Agreement (“License”) is made and entered into this ___ day of December, 2021, by and between the City of South Bend, Indiana, acting by and through its Board of Public Works (“City”), and the University of Notre Dame du Lac, an Indiana nonprofit corporation (“University”). WHEREAS, the City and the University have worked collaboratively on the development of a hydroelectric facility on the St Joseph River in downtown South Bend, Indiana (the “Project”); and WHEREAS, as part of the Project, the City has leased certain real property to the University where the hydroelectric facility is located. The City has also agreed to assist the University in other related aspects of the Project, including the route for the transmission of the electricity created by the hydroelectric facility (the “Transmission Line”). The City has agreed to allow the University to run the Transmission Line within the City’s right-of-way adjacent to and under Niles Avenue between the vacated Sorin Street and Corby (the “Work”). The approximate area of the Work is depicted in Exhibit A (the “Property”), attached hereto and incorporated herein by reference; and WHEREAS, the City agrees to permit the University and its affiliates and contractors to enter upon the Property to conduct the Work and to perform its other obligations as set forth herein; and WHEREAS, in consideration of the right to conduct the Work, the University agrees to indemnify, defend and hold the City harmless for personal injuries (including death) or property damage that might result from the installation, use, or maintenance of the Transmission Line; NOW, THEREFORE, in consideration of the parties’ mutual covenants and undertakings, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1.This License shall be effective as of November 1, 2021 and continue for such time that the University operates the Project (the “Term”). During the Term, the City hereby grants the University a right, and non-exclusive, indefinite license to enter onto and remain upon the Property solely for the purposes set forth herein. 2.The University, at its expense, shall comply, and cause its contractors to comply, as applicable, with all laws, orders and regulations of any governmental authorities and with any directive of any public officer with respect to activities permitted hereunder. 3. The University shall not permit or suffer any lien to attach to the Property as a consequence of the exercise of University’s rights under this License, and if any such lien arises or accrues against the Property, the University shall immediately effect the removal thereof at no cost 21st.