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HomeMy WebLinkAbout5A9 License Agreement (Beacon Health & Fitness)1 LICENSE AGREEMENT FOR TEMPORARY USE OF PROPERTY This License Agreement (this “Agreement”) is made on April 25, 2019 (the “Effective Date”), by and between the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment (the “Commission”), and Beacon Health & Fitness., an Indiana non-profit corporation with a registered office address of 100 Navarre Place., South Bend, Indiana 46601 (the “Company”) (each a “Party,” and collectively, the “Parties”). RECITALS WHEREAS, the Commission owns certain real property and improvements located within the River West Development Area of the City of South Bend, Indiana (the “City”), as more particularly described in Exhibit A attached hereto (the “Property”); and WHEREAS, Southhold, LLC (“Southhold”) owns the Property and allows the Commission to access the Property for public use, pursuant to that Special Warranty Deed recorded as Instrument No. 1821778 on August 27, 2018 in the Office of the St. Joseph County Recorder (“Access Agreement”); and WHEREAS, the Company desires temporary access to the Property for the purpose of conducting various events throughout the year (each an “Activity” and collectively the “Activities”), as described in the proposal attached hereto as Exhibit B (the “Activity Proposal”); and WHEREAS, the Commission, following the terms of the Access Agreement, is willing to permit the Company to gain access to and temporarily use the Property for the Activities, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The Commission grants to the Company, its agents, employees, and invitees, a temporary, non-exclusive license to enter and use the Property for the purpose of conducting the Activities, provided that the Company’s use of the Property is reasonable at all times and comports with the terms of the Activity Proposal, the terms of this Agreement, and all applicable laws. The Company understands that the Property is comprised of the area commonly known as the Gridiron alone, and this Agreement does not permit the Company to use the structures, alleys, parking lots, or sidewalks adjacent to the Property. 2. The Company’s license to use the Property for the Activities shall be effective for the times stated in the Activity Proposal, provided, however, that the Commission or the Commission’s authorized representative may revoke and terminate the license at any time for any reason, as determined in its, his, or her sole discretion. The Company agrees that it will not store any supplies, materials, goods, or personal property of any kind on the Property or otherwise use the Property for any purposes except during the time of the license stated in the foregoing sentence. 2 Immediately upon the completion of each Activity, the Company will remove from the Property all supplies, materials, goods, and personal property (including trash) used in connection with the Activity. At all times during the period of the Activities, the Company will keep the Property in good order and condition. 3. The Company understands and agrees that the Commission shall not be liable for any loss, damage, destruction, or theft of the Company’s property or any bodily harm or injury that may result from the Company’s use of the Property. The Company understands and agrees that it will at all times be solely responsible for the safety and security of all persons on the Property and any property the Company uses or stores on the Property in connection with the Activities. 4. The Company shall not, without the prior written consent of the Commission, cause or permit, knowingly or unknowingly, any hazardous material to be brought or remain upon, kept, used, discharged, leaked, or emitted at the Property. 5. The Company understands and agrees that it will secure in its own name and at its own expense all necessary permits and authorizations needed in order to conduct the Activities. 6. The Company understands and agrees that it will, at its own expense, observe and comply with all applicable statutes, laws, ordinances, requirements, orders, rules, and regulations of all governmental authorities in relation to the Activities conducted on the Property. 7. The Commission reserves the right to use the Property during the term of this Agreement for any purpose that does not substantially interfere with or obstruct the Company’s permitted use of the Property in accordance with the Activity Proposal and the other terms of this Agreement. 8. To the extent that any portion of the Property is disturbed or damaged in connection with the Company’s use of the Property, the Company, at the Company’s sole expense, shall restore the Property to the condition that existed immediately prior to such disturbance or damage to the satisfaction of the Commission. 9. The Company agrees and undertakes to indemnify and hold the City and the Commission, and their respective agents, employees, successors, assigns, and licensees harmless from any liability, loss, costs, damages or expenses, including attorneys’ fees, which the City or the Commission may suffer or incur as a result of any claims or actions which may be brought by any person or entity arising out of the approval granted herein by the Commission or the Company’s use of the Property. If any action is brought against the City or the Commission, or their respective agents, employees, successors, or assigns, in connection with the Activities, the Company agrees to defend such action or proceedings at its own expense and to pay any judgment rendered therein. 10. The Company, at the Company’s sole expense, shall maintain during the term of this Agreement commercial general liability insurance covering the Company and the Activities in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence. The Company agrees to include the Commission and the City as additional insureds on any such policy and produce to the conrnlission a certiflcate' of insurance evidencing the same. To the extent that thecommission or the citf is harmed as a re.sult of the companl,'s. use of the properly, the companl,herebv grants the commission first priorit' on on)' p.o...a, received fiom the company,sinsurance' Notwithstanding anvthing in this agr..rln, to the contrary, neither the commission ilij,jf citv rvai'e anv go'ernmental immunit' or liabilitl,' limitations available ro them under 1 l. Each undersigned person signing onhei'she is dull authorized to bind his,,her respectir e behalf of his/her respective party certifies thatPartl'to the terms of this Agreement. IN wlrNESS WHEREoF' the Parties ha'e each executed this Agreement to be effectiveas of the Elfective Date stated abor.e. SOT]l'H BEND REDEVELOPMENT COMMISSION \larcia .lones, President {TTI:-S1-: Quentin Phillips. Secreran Beacon Health & Fitness., an Indiana non-profit corporation B), Printed: Its: CONSENT OI.- SOUTHHOLD, LLC Southhold. LLC herebv consents to the tsend Reder,elopment Commission and Beacon SOt-'T'I{HOLD, LLC, an Indiana limited liabilif companv I)1 : Printed: Its: Date: tbregoing License Agreement between the South llealth & Fitness. t //(& k l',+-- EXHIBIT A Description of Property The portion of the following property commonly known as the Gridiron: Lot 1 of the recorded plat of Hall of Fame Second Minor Subdivision, recorded on July 22, 2015, as Document No. 1518735, in the Office of the Recorder of St. Joseph County, Indiana. [Parcel Key No. 018-3091-347405] EXHIBIT B Activity Proposal Beacon Health & Fitness – MFA (Medical Fitness Association) Saturday, May 11, 2019 7:00 am – 12:00 pm Hosting a Final Challenge of the Medical Fitness Association Week 3 classes, 30 minutes each on the Gridiron 8:30 am to 10:00 am SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/28/2019 The Horton Group 340 Columbia Place South Bend IN 46624 708-845-3917 866-202-5917 certificates@thehortongroup.com Medical Protective 11843 BEACHEA-02 Amerisure Insurance Company 19488BeaconHealthSystem,Inc.;Beacon Medical Group; Memorial Hospital of South Bend,Inc.;Elkhart General Hospital;Community Hospital of Bremen 615 N.Michigan Street South Bend IN 46601 1904228519 A X 1,000,000 X 100,000 5,000 1,000,000 3,000,000 X H002223 12/1/2018 12/1/2019 3,000,000 B 1,000,000 X X CA132125921 8/13/2018 8/13/2019 A X 25,000,000 X E002223 12/1/2018 12/1/2019 25,000,000 X 25,000 A Medical Malpractice Shared Limits Med Malpractice Separate Limits H002223 12/1/2018 12/1/2019 Incident Aggregate Incident/Aggregate 400,000 12,000,000 400,000/1,200,000 Additional Named Insureds:Community Occupational Medicine,LLC;Beacon Specialty Surgery Center,LLC;Beacon Health,LLC;Beacon Health Ventures, Inc.Qualified under the Indiana Patient Compensation Fund. RE:Beacon Health &Fitness Gridiron Event -Saturday May 11th,8:30am -10:00am City of South Bend is included as Additional Insured on General Liability with respect to the captioned event. City of South Bend 227 West Jefferson Blvd. Suite 1400 South South Bend IN 46601