HomeMy WebLinkAboutSOUTH BEND RIVER LIGHTS AGREEMENT_06152020 SOUTH BEND RIVER LIGHTS PROJECT AGREEMENT
BETWEEN THE CITY OF SOUTH BEND, INDIANA AND
ST. JOSEPH COUNTY, INDIANA
______________________________________________________________________________
______________________________________________________________________________
THIS PROJECT AGREEMENT (the “Agreement”) is made and entered into as of
June 15, 2020, by and between the CITY OF SOUTH BEND, INDIANA, a municipal
corporation organized and operating under the laws of the State of Indiana, acting by and through
the Board of Park Commissioners (collectively, the “City” or the “Commission”) and ST.
JOSEPH COUNTY, INDIANA ( the “County”), a governmental entity operating and existing
under the laws of the State of Indiana, acting by and through its Board of Commissioners (each a
“Party” and collectively the “Parties”).
WHEREAS, the County owns the historically significant Jefferson Boulevard Bridge (the
“Bridge”), a 51.8’ concrete closed spandrel deck arch bridge built in 1905 and rehabilitated in
2004; and,
WHEREAS, in 2015, Downtown South Bend, Inc., (“DTSB”) worked with
internationally renowned lighting designer, Rob Shakespeare, County and City officials, and
local supporters and contractors to install an interactive, architectural lighting display called the
South Bend River Lights (“River Lights”) on the Bridge; and,
WHERERAS, upon completion of the River Lights, DTSB transferred ownership of the
entire installation to the City; and.
WHEREAS, the City owns, operates and maintains the River Lights; and,
WHEREAS, the River Lights have quickly become a point of local civic pride and has
garnered significant regional, national, and international accolades; and
WHEREAS, the City desires to install additional lighting fixtures on the south face of the
County Bridge, identical to the existing River Lights installation on the north face of the Bridge.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
contained herein, the City and the County hereby agree as follows:
City Obligations
1. Keep the River Lights in good working order and condition.
2. Temporarily remove the River Lights at the County’s request for Bridge maintenance and
repair.
3. Make all reasonable efforts to ensure the River Lights do not harm the structural integrity
of the Bridge.
4. Use only licensed and insured contractors for River Lights installations, maintenance and
repairs.
5. Maintain insurance on the River Lights installation.
6. Notify the County of any planned maintenance activity on the River Lights that will
impact the County.
County Obligations
1. Permit the City Lights to remain on the Bridge as long as they are in good working order
and not harm the structural integrity of the Bridge.
2. Permit the City and the City’s contractors reasonable access to the Bridge for
maintenance and repair of the River Lights.
3. Permit the future addition of lighting fixtures, identical to the existing River Lights on the
north face of the Bridge, to be installed on the south face of the Bridge.
4. Notify the City immediately of any issues with the Right Lights.
Term and Termination
This Agreement shall be effective when it has been approved by the legislative bodies of
the Parties and the duration of this Agreement shall be ten (10) years, with automatic renewal for
four (4) successive five (5) year terms. This Agreement may be terminated by either Party by
providing the other Party with 90 days written notice.
Administration
This Agreement shall be administered by the Board of Park Commissioners for the City
of South Bend.
Indemnification
The City agrees to indemnify and hold harmless the County, its officials, directors,
employees, and agents from and against any claim, action, demand, loss, expense, liability,
penalty or other damage, including without limitation, legal costs and expenses and other costs
and expenses incurred as a result of, the City’s, its officials, directors, employees and agents
negligent maintenance of the River Lights.
Non-Discrimination
Pursuant to Indiana Code Section 22-9-1-10, neither the County nor the City nor any of
their contractors or subcontractors shall discriminate against any employee or applicant for
employment with respect to hire, tenure, or conditions or privileges of employment, any matter
directly or indirectly related to employment because of race, color, religion, sex, disability,
national origin, or ancestry.
Relationship of Parties
This Agreement is strictly for the benefit of the Parties and not for any third-party or
person. This Agreement was negotiated by the Parties at arm’s length and each of the parties
thereto has reviewed the Agreement after the opportunity to consult with independent counsel.
Neither Party shall maintain that the language in the Agreement shall be construed against any
signatory hereto.
Assignment
Neither Party shall assign in whole or in part this Agreement or its obligations hereunder
without the prior written consent of the other Party.
Indiana Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of Indiana.
Notices
Any notice required or permitted to be delivered hereunder shall be deemed to be
delivered, whether or not actually received, when deposited in the United States Postal Service,
postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the
County, as the case may be, at the address set forth below.
If to the County: St. Joseph County Board of Commissioners
227 W. Jefferson Boulevard
South Bend, IN 46601
Attn: Andrew T. Kostielney, President
If to the City: Venues Parks & Arts Department
City of South Bend
301 S. St. Louis Blvd.
South Bend, IN 46617
Attn: Aaron Perri, Executive Director
Additional Representations
The undersigned Parties executing and delivering this Agreement represent and certify
that they have been fully empowered to execute and deliver this agreement and that all necessary
actions have been taken and done.
Multiple Counterparts
This Agreement may be executed in multiple counterparts by the Parties hereto with the
multiple counterparts constituting but one and the same single, complete and entire Agreement.
Binding Effect
This Agreement constitutes the entire agreement between the Parties and supersedes all
prior discussions, negotiations, understandings, and agreements among them relative to the
subject matter of this Agreement; and cannot be altered, amended, or terminated without the
written agreement of all such parties.
[Signatures on following page]
IN WITNESS WHEREOF, the Parties have each executed this Agreement to be effective
as of the Effective Date stated above.
ST. JOSEPH COUNTY BOARD OF
COMMISSIONERS
___________________________________
Andrew T. Kostielney, President
___________________________________
Deborah A. Fleming, DMD, Vice President
__________________________________
Dave Thomas, Member
CITY OF SOUTH BEND
BOARD OF PARK COMMISSIONERS
________________________________
Mark Neal, President
________________________________
Consuella Hopkins, Vice President
_______________________________
Aimee Buccellato, Member
_______________________________
Dan Farrell, Member
ATTEST:
______________________________
Eva Ennis, Clerk