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HomeMy WebLinkAboutSBI Regional Lease Agreement DraftLICENSE AGREEMENT BETWEEN THE CITY OF SOUTH BEND AND SBI REGIONAL, INC. THIS AGREEMENT is made and executed between the Venues, Parks & Arts Department (“VPA”) of the City of South Bend, Indiana (the “City”), by and through its Board of Park Commissioners (“Board”), and SBI Regional, Inc., (“SBI Regional”) an Indiana not for profit organization, with its principal place of business located at 1914 Aspin Dr., Elkhart, Indiana 46514, (each a “Party,” and collectively the “Parties”). WHEREAS, the City wishes to support programing for the youth population of the community; and WHEREAS, SBI Regional exists for the purpose of _____________________; and WHEREAS, the City is the owner of the property located at 3419 W. Washington St., South Bend, IN 46616, commonly known as the Charles Black Community Center (the “Facility”); and WHEREAS, SBI Regional desires to use space at the Charles Black Community Center to conduct public workshops, a music education course, and provide music engineering services; NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties do hereby mutually agree as follows: TERM OF AGREEMENT This Agreement shall commence on November 1st, 2020 and continue until December 31, 2020 at which point this Agreement shall terminate. CONSIDERATION AND CONTRIBUTIONS BY THE PARTIES Consideration: During the term of this Agreement, VPA will allow SBI Regional to use the Facility, free of charge, to conduct a six-week music education course at a rate of $100/participant. In consideration of VPA’s Facility use contribution, SBI Regional agrees to offer free drop-in public workshops as well as organize and provide music engineering services for the public. The free public workshops will take place three days per week starting November 2nd through December 11th in 30-minute segments from 4:00 PM - 5:00 PM. The six-week music education course shall take place 3 days per week starting November 2nd through December 11th in 2-hour segments from 5:00 PM – 7:00 PM and 7:00 PM – 9:00 PM. SBI Music will manage the offering of music production services to the public by organizing, scheduling, marketing, conducting as well as providing engineers for general studio sessions at a rate of $25/hr. with a 2-hour minimum required. Sessions to be scheduled by appointment only. Additional Contribution from VPA: VPA will assume responsibility to cover all one-time operational fees and procuring or providing acceptable substitutes for all necessary hardware as outlined in Exhibit A. VPA will subsidize the remaining course fee of $1,000/student in payments to SBI Regional to cover instructor fees, guest musician fees, and marketing expenses not to exceed a max of $8,000. VPA will use its marketing channels to co-promote workshops, course, and the availability of music production services. VPA will provide full access to its music studio at the Facility and all of the equipment within it for use in the forementioned workshops, courses, and production services. VPA grants the Provider a limited non-exclusive license to use VPA provided logo and information on all event promotional materials published or advertised by Provider to fulfill Provider's responsibilities under this Agreement. Provider use of VPA logo or information for any other purpose constitutes a material breach of this Agreement. In the event of a material breach, the City may immediately terminate this Agreement by notifying the Provider in writing. Provider shall not be entitled to any compensation or reimbursement of expenses as of the effective date of termination. Additional Contributions from SBI Regional: SBI Regional will provide VPA with basic data on total number of program participants it has for the workshops, courses and production services. SBI Regional will provide the instructors for the workshops and courses. SBI Regional will provide the engineers for the offered production services. SBI Regional will follow the provided syllabus of the course content that is to be taught as outlined in Exhibit B. SBI Regional agrees to be responsible for participant registration. SBI Regional agrees to provide marketing and all supplies needed for the workshops, course, and production services. SBI Regional agrees to mention VPA as a presenting sponsor in part on any marketing materials that go out. SBI Regional will provide VPA with proof of insurance. SBI Regional will provide COVID safety protocols. RESPONSIBILITIES OF VPA VPA shall work together with SBI Regional to develop a schedule of dates and times for use of the Facility for the workshops, courses, and music production services. VPA shall be responsible for the removal of trash and debris located in the trash receptacles and dumpster located at the Facility as customary and necessary. VPA shall be responsible for the cost of electricity usage at the Facility, including lighting of the Facility parking lot during use of the Facility for the workshops, courses, and music production services. VPA shall be responsible for the maintenance, upkeep and repairs of the Facility, not caused by SBI Regional’s use of the Facility, in the sole discretion of VPA. Entitled to receive 10% of fees from booked studio sessions VPA shall retain ownership of all photos, videos and likenesses produced in preparation for and during workshops, courses, and music production services covered under this Agreement. RESPONSIBILITIES OF SBI REGIONAL SBI Regional agrees to work together with VPA to develop a schedule of dates and times for use of the Facility for the purpose of the program. shall provide staffing and supervision for the program. shall handle registration of participants for the program. shall provide all marketing and supply needs for the program. Entitled to receive 100% of registration fees from six- week course. Entitled to receive 90% of fees from booked studio sessions. understands and agrees that the Facility is to be used only for the purpose of conducting the workshops, courses, and music production services and for no other purpose without the prior written consent of VPA. shall be responsible for any special preparation of the Facility prior to scheduled uses of the Facility and shall restore and repair any damaged caused by SBI Regional, to the Facility following each use, normal wear and tear excepted. agrees to obey all rules and regulations of the Facility as well as all applicable local, state and federal laws and regulations. ASSIGNMENT SBI Regional may not assign the rights granted in this Agreement without first obtaining prior written consent from VPA. INDEMNIFICATION SBI Regional hereby agrees to defend, indemnify, and hold harmless the City, VPA, its officials, employees, and agents from any and all claims of any nature which arise from the performance by the SBI Regional under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising solely out of the negligence of the City, VPA, its officials, directors, employees, and agents. INSURANCE SBI Regional shall at its sole cost and expense, obtain, maintain and submit to VPA, Certificates of Insurance in the following amounts: Workers' Compensation Insurance that satisfies the minimum statutory limits; and Commercial General Liability in an amount not less than (1) $1,000,000 per occurrence; (2) $100,000 for damage to rented premises; (3) $5,000.00 for medical expense; (4) $500,000 for personal and advertising injury; (5) $1,000,000 products/completed operations; (6) $1,000,000 auto liability; (7) $2,000,000 general aggregate limit; and (8) $5,000,000 excess/umbrella liability. SBI Regional shall ensure that the City is listed as an additional named insured under their Commercial General liability policy and provide a Certificated of Insurance evidencing the same. ILLEGALITY If any provision of this Agreement is found by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement will not be affected thereby. NON DISCRIMINATION The City and VPA are committed to ensuring equality of opportunity and does not exclude, deny the benefit of, or otherwise subject any person to discrimination in any City program, service or activity on the basis of race, color, sexual orientation, national origin, sex, age or disability. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement shall not be amended or modified except by written instrument signed by both parties. LAW GOVERNING AGREEMENT This Agreement shall be governed by the laws of the State of Indiana and venue shall be in St. Joseph County, Indiana. COUNTERPARTS This Agreement may be executed in counterparts which when taken together shall constitute one fully executed original. (Remainder of page intentionally left blank) IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives, have caused this Agreement to be executed as of the day and year first written above. The parties have read and understand the foregoing terms of this Agreement and do, by their respective signatures hereby agree to its terms. SBI REGIONAL ______________________________ Signature ______________________________ Printed Name and Title ______________________________ Street Address ______________________________ P.O. Box ______________________________ City, State Zip ______________________________ CITY OF SOUTH BEND, INDIANA BOARD OF PARKS COMMISSIONERS __________________________________ Mark Neal, President ___________________________________ Consuella Hopkins, Vice President ___________________________________ Aimee Buccellato, Member ___________________________________ Dan Farrell, Member ATTEST: ______________________________ Eva Ennis, Clerk