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HomeMy WebLinkAbout5A7 License Agreement for Temporary Use of Redevelopment Commission PropertyLICENSE AGREEMENT FOR TEMPORARY USE OF REDEVELOPMENT COMMISSION PROPERTY THIS LICENSE AGREEMENT (this "Agreement ") is made on April 29, 2016 (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 Downtown South Bend, Inc., an Indiana non - profit corporation with a registered office address of 217 S. Michigan St., 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 ") retains certain rights of access to the Property pursuant to the Temporary Access Agreement between Southhold and the Commission dated July 16, 2015; and WHEREAS, the Company desires temporary access to the Property for the purpose of conducting the events known as First Fridays, Summer Fitness Series, Outdoor Film Series and Art Beat (the "Activity "), as described in the proposal attached hereto as Exhibit B (the "Activity Proposal "); and WHEREAS, the Commission is willing to permit the Company to gain access to and temporarily use the Property for the Activity, 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 Activity, 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. 2. The Company's license to use the Property for the Activity shall be effective during the times stated for setup, operations, and teardown 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. Immediately upon the completion of the 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 Activity, the Company will keep the Property in good order and condition. 1 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 any property the Company uses or stores on the Property. 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 Activity. 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 Activity 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, and assigns, 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 Activity, 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 Activity 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 Commission a certificate of insurance evidencing the same. To the extent that the Commission or the City is harmed as a result of the Company's use of the Property, the Company hereby grants the Commission first priority on any proceeds received from the Company's insurance. Notwithstanding anything in this Agreement to the contrary, neither the Commission nor the City waive any governmental immunity or liability limitations available to them under Indiana law. 2 11. Each undersigned person signing on behalf of his /her respective Party certifies that he /she is duly authorized to bind his /her respective Party to the terms of this Agreement. IN WITNESS WHEREOF, the Parties have each executed this Agreement to be effective as of the Effective Date, SOUTH BEND REDEVELOPMENT COMMISSION By: Aaron Kobb Authorized Representative (pursuant to Resolution No. 3264) RATIFIED ON .20 go Marcia I. Jones, President South Bend Redevelopment Commission ATTEST: Donald E. Inks, Secretary South Bend Redevelopment Commission DOWNTOWN SOUTH BEND, INC., an Indiana non - profit corporation By: Printed: Its: CONSENT OF SOUTHHOLD, LLC Southhold, LLC hereby consents to the foregoing License Agreement between the South Bend Redevelopment Commission and Downtown South Bend, Inc. SOUTHHOLD, LLC, an Indiana limited liability company By: Printed: Its: Date: 4000.0000030 37322869.001 4 EXHIBIT A Description of Property Gridiron at the former College Football Hall of Fame property, more particularly described as: 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 2016 Dates and Times Requested for use of the Gridiron by DTSB First Fridays: 5:00 p.m. to 9:00 p.m. (3:00 p.m. setup) • May 6: Vintage Downtown • June 3: Kids' Night Out • July 1: As American As • August 5: Arts Alive • September 2: Dog Days of Summer • October 7: Downtown Oktoberfest Summer Fitness Series: Saturdays, 8:00 a.m. to 11:00 a.m. (setup sometime between 4:00 a.m. and 8:00 a.m.) • June 11 • June 18 • June 25 • July 2 • July 9 • July 16 • July 23 • July 30 • August 6 • August 13 • August 27 • September 3 • September 10 • September 17 • September 24 Outdoor Film Series: 7:00 p.m. to midnight (setup 5:00 p.m., and cleanup through the night) • June 11 • July 16 • August 13 Art Beat: August 20, 11:00 a.m. to 7:00 p.m. (setup the night before, teardown through that evening)