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HomeMy WebLinkAboutNo. 0855 approving the Stanley Coveleski Regional Stadium operating agreement with the Board of Park Commissioners of the park district of the City of South Bend'- RESOLUTION NO. grq RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING THE STANLEY COVELESKI REGIONAL STADIUM OPERATING AGREEMENT WITH THE BOARD OF PARK COMMISSIONERS OF THE PARK DISTRICT OF THE CITY OF SOUTH BEND WHEREAS, there has been filed with the South Bend Redevelopment Commission (the "Commission ") a proposed Stanley Coveleski Regional Stadium Operating Agreement (the "Operating Agreement ") between the Commission and the Board of Park Commissioners of the Park District of the City of South Bend (the "Park Board "), a copy of which is attached hereto and marked as Exhibit "A"; and WHEREAS, the Operating Agreement provides for the complete use, management and operation of the Stanley Coveleski Regional Stadium (the "Stadium ") by the Park Board and such other parties as the Park Board may determine; and WHEREAS, the Commission desires to approve the Operating Agree- ment as proposed and transmit it to the Park Board for its approval; NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: Section 1. The Commission hereby approves the Operating Agree- ment between the Park Board and the Commission to be dated as of September 1, 1988. Section 2. The President or Vice President and Secretary of the Commission are hereby authorized and directed to execute and deliver the Operating Agreement in substantially the form presented at this meeting with such changes in form or substance as the President or Vice President and the Secretary of the Commission shall approve, such approval to be conclusively evidenced by their execution thereof. Section 3. The Secretary of the Commission is hereby directed to transmit to the Park Board a copy of this Resolution. ADOPTED this 26th day of August, 1988. SOUTH BEND REDEVELOPMENT COMMISSION Jay 'mtz, P esident ATTEST: &-.c, A-e 4 1 Roman Piasecki, Secretary STANLEY COVELESKI REGIONAL STADIUM OPERATING AGREEMENT THIS STANLEY COVELESKI REGIONAL STADIUM OPERATING AGREEMENT ( "Operating Agreement "), effective the 1st day of September, 1988, by and between the South Bend Redevelopment Commission (the " _ Commis- sion") and the Board of Park Commissioners of the Park District of the City of South Bend, Indiana (the "Park Board ") for the complete use, management and operation of the Stanley Coveleski Regional Stadium (the "Stadium ") by the Park Board and such other parties as the Park Board may determine. WHEREAS, the Park Board on April .12, 198811 adopted a resolution assigning its option to purchase ( "Option to Purchase ") all of Security Pacific National Bank's ( "Security Pacific ") right, title and interest in and to the Stadium to the South Bend Redevelopment Authority (the "Authority',); and WHEREAS, the assignment to the Authority of the Option to Pur- chase by the Park Board was made pursuant to and subject to the re- quirements of Section 8.01(b) of the "AGREEMENT FOR LEASE WITH PUR- CHASE OPTION BETWEEN SECURITY PACIFIC NATIONAL BANK AND THE BOARD OF PARK COMMISSIONERS OF THE PARK DISTRICT OF THE CITY OF SOUTH BEND, INDIANA dated December 9, 19851 and amended on September 15, 1986 and on March 2, 1988; and WHEREAS, the Authority on April 14, 198811 adopted a resolution accepting the assignment of the Option to Purchase; and WHEREAS, the Authority on April 14, 19881 adopted a resolution approving a proposed lease between the Authority and the Commission -1- k' r: i� J for the lease of the Stadium and the Commission on April 15, 1988, ap- proved the proposed lease and scheduled a public hearing on the lease for April 29, 1988 at 10:00 a.m. E.S.T.; and WHEREAS, the Commission on April 29, 1988, adopted a resolution which, among other things, approving the execution of the lease; and WHEREAS, the Commission on June 17, 1988, adopted a resolution which, among other things, authorized and directed the President or Vice President and Secretary of the Commission to execute and deliver the lease as modified (.the "Lease "); and WHEREAS, the Authority on June 17, 1988, adopted a resolution authorizing the issuance of South Bend Redevelopment Authority Lease Rental Revenue Bonds (Coveleski Stadium Project) for purposes of the Authority exercising the Option to Purchase on September 1, 1988; and WHEREAS, the Park Board and South Bend Area Professional Baseball ® Club, Inc. (the "Team ") on July 1, 1987, entered into a "Stadium Use, Management and Operations Agreement" ( "Stadium Agreement ") for the Team's use, management and operation of the Stadium; and WHEREAS, the Commission, as lessee pursuant to the Lease, and the Park Board desire to enter into an agreement for the operation of the Stadium and to permit the continued implementation in full force and effect of the Stadium Agreement; NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, and for other good and valuable consi- deration, the receipt of which is mutually acknowledged, the Commis- sion and Park Board agree as follows: -2- ARTICLE I TERM OF AGREEMENT Section 1.01. The term of this Operating Agreement shall com- mence as of September 1, 1988 and continue for a term of nine (9) years and six (6) months until March 1, 1998, or until such earlier date as the parties may agree to in writing. ARTICLE II RESPONSIBILITY OF PARK BOARD FOR STADIUM OPERATIONS Section 2.01. The Park Board shall have full and complete respon- sibility for all aspects of the operation of the Stadium and will operate the Stadium as a park and recreation facility pursuant to IC 30 -10 -4. The Park Board hereby accepts such responsibilities as des- cribed herein and the Park Board, or its designee, shall exercise exclusive control over the operation of the Stadium during the term it of this Operating Agreement including, but not limited to, the sche- duling of events, the making of rules for the operation of the Sta- dium, and the collection of all fees and other revenues for the use of the Stadium. All such fees and revenues shall remain the sole property of the Park Board and utilized by the Park Board for the purposes permitted by law. ARTICLE III TAXES, COSTS, MAINTENANCE OF STADIUM AND UTILITIES Section 3.01. Taxes, Costs and Maintenance. During the term of this Operating Agreement, the Park Board shall be obligated to pay at its expense without reimbursement from the Commission all costs, co taxes and assessments, if any, and maintenance and use in connection -3- a� 4 •L ry with or related to the Stadium, including but not limited to, all costs and expenses of decoration, maintenance, janitorial and all other services, repair or replacement of all parts of the Stadium or its improvements. In particular, but not in limitation of the fore- going, the Park Board shall have, and hereby accepts, full and com- plete responsibility for the maintenance of all structural components of the Stadium and all heating, ventilating, air conditioning, plum- bing and electrical systems, including such routine and preventive maintenance as may be required for the proper operation of such systems and short term and long term field maintenance. The Park Board shall additionally have, and hereby accepts, full and complete responsibility for all fixtures, equipment and appurtenances con- tained in the Stadium as of the date of this Operating Agreement and placed in the Stadium during the term of this Operating Agreement. The Park Board acknowledges that the Commission shall have no respon- sibility for any aspect of Stadium maintenance or for such required maintenance of any equipment, fixtures or appurtenances as described herein. Section 3.02. Utilities. The Park Board agrees to pay or cause to be paid all charges for sewer, gas, water, electricity, light, heat or power, telephone or other utility service used, rendered or supplied upon or in connection with the Stadium throughout the term of this Operating Agreement and to indemnify the Commission and save it harmless against any liability or damages on such account. The Park Board shall also at its own sole cost and expense procure any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the Sta- -4- dium of wires, pipes, conduits, tubes and other equipment and ap- pliances for use in supplying any such service to and in the Stadium. During the term of this Operating Agreement, all utility services as described herein shall be maintained solely in the name of the Park Ask Board or the City of South Bend, Park Department, and no other individual or entity. ARTICLE IV INSURANCE Section 4.01. Physical Loss or Damage and Rental Value In- surance. The Park Board, at its own expense, will, during the, full term of this Operating Agreement, keep the Stadium insured against physical loss or damage, however caused, with such exceptions are are ordinarily required by insurers of buildings or facilities of a similar type, with good and responsible insurance companies accep- table to the Commission. Such insurance shall be in an amount at least equal to the greater of (i) the option to purchase price pur- suant to Section 14 of the Lease or (ii) one hundred percent (100 %) of the full replacement cost of the Stadium certified by a registered architect, a registered engineer, or professional appraisal engineer, selected by the Authority pursuant to said section of the Lease, on the effective date of the Lease and on or before the 1st day of April of each year thereafter; provided that such certification shall not be required so long as the amount of such insurance shall be in an -5- Mll amount at least equal to said option to purchase price. Such ap- co praisal may be based upon a recognized index of conversion factors. -5- Mll In no event shall the insurance be in an amount which causes the Park Board to be a co- insurer for the Stadium. Such insurance may contain a provision for a deductible in an amount not exceeding One Hundred Thousand Dollars ($100,000.00). The Park Board agrees to pay the deductible amount of any loss to the Authority. A blanket public institutional property insurance form may be used if: (a) the in- surance on the Stadium is not less than the amount required by this Section; (b) the Park Board subordinates its claim for damage or destruction to other buildings to claims for damage or destruction of the Stadium; and (c) the insurance proceeds related to damage to or destruction of the Stadium are payable to First Interstate Bank of Northern Indiana, N.A., Trustee, pursuant to the terms of the Trust Agreement between the Authority and said bank dated as of June 1, 1988 (the "Trustee "). During the full term of this Operating Agreement, the Park Board will also, at its own expense, maintain rental or rental value in- surance on behalf of the Commission in an amount at least equal to the full rental specified in Section 3 of the Lease for a period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding requirements of this Section. Such policy shall be for the benefit of and shall be made payable to the Trustee. Section 4.02. Public Liability and Property Damage. The Park Board shall at all times during the term of this Operating Agreement keep in full force and effect public liability and property damage I Co insurance in amounts not less than those customarily maintained by I MM the Park Board for park and recreation facilities open to the public. The Park Board shall require that all such policies and any policies required of other entities permitted to use the Stadium name the Com- mission, the Authority and the Trustee as additional insured parties. Section 4.03. General Insurance Provisions_ All insurance nnli- cies required by this Article shall be with good and responsible in- surance companies acceptable to the Commission and shall be counter- signed by an agent of the insurer who is a resident of the State of Indiana, and such policies, or copies thereof, together with a certi- ficate of the insurance commissioner certifying that the persons coun- tersigning such policies are duly qualified in the State of Indiana as resident agents of the insurers on whose behalf they may have signed. ARTICLE V INDEMNIFICATION Section 5.01. The Park Board agrees to indemnify and hold harm- less the Commission and its respective officers, directors, duly authorized agents and employees from any and all claims brought Against them for personal injury, death, property damage and any other losses, damages, charges or expenses, including attorney fees, which is in connection with, or by reason of any act, omission or negligence of the Park Board or any occupant, visitor or user present on or about the Stadium in .connection with the Park Board's activi- ties pursuant to this Operating Agreement. -7- • f ARTICLE VI ACKNOWLEDGMENT AND CONSENT OF THE COMMISSION TO THE PARK BOARD'S STADIUM AGREEMENT WITH THE TEAM Section 6.01. The Commission hereby acknowledges the Stadium Agreement entered into between the Park Board and the Team and further acknowledges that the Park Board- was empowered to enter into said Stadium Agreement as of its effective date and consents to the continued operation of the Stadium pursuant to the terms of the Stadium Agreement. IN WITNESS WHEREOF, the undersigned on behalf of the Commission and the Park Board have executed this Operating Agreement to be effective as of the day and year first written above. Ark THE SOUTH BEND REDEVELOPMENT COMMISSION B.. ATTEST: Jay 'mtz, President C7�7 �11&'&�C% - - L -4= 1�-. J.) Roman Piasecki, Secretary Dated: THE BOARD OF PARK COMMISSIONERS OF j THE PARK DISTRICT OF THE CITY OF I SOUTH BEND, INDIANA fly: ATTEST: Gwen Stiver, President f Bert 12. Ni dski, Secretary Dated : 2 -8- It 01