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Home My WebLink AboutCarmel Clay Historical Society/Comm Rel/350 for Saturday Concert Event/Amount Not to Exceed $650 for Special Events/License Agreement for Saturday Concerts and EventsLICENSE AGREEMENT This License Agreement (the "Agreement") is executed this _ day of , 2017, by and between the City of Carmel, Indiana, by and through its Board of Public Works and Safety ("City") and the Carmel Clay Historical Society, Inc. (the "Licensor"). 1. Grant. Licensor is the owner of that certain real estate located generally at the southwest corner of 1" Street SW and the Monon Greenway in Carmel, Indiana, and more particularly depicted and/or described on Exhibit A (the "Real Estate"). Subject to the terms and conditions of this Agreement, licensor hereby grants to City a license (the "License") to retain temporary and periodic possession and occupancy of the Real Estate. 2. Term. The term of the License shall: (a) commence on the date hereof; and (b) end on the date that is one (1) year thereafter; unless earlier terminated in accordance with this Agreement; provided that the License automatically shall be renewed for additional one-year periods unless terminated in writing by either party at least sixty (60) days prior to the expiration of the then -current one-year period (collectively, the "Term"). 3. Use. (a) Events. "Saturday Concert Event" shall mean the weekly public events: (i) held on select Saturdays in the months of June, July, and August; (ii) commonly referred to as "Jazz on the Monon"; and (iii) held and promoted by City in the area commonly known as the Carmel Arts and Design District (the "Arts District"). "Special Event" shall mean irregular public events: (i) held on various days of the week; and (ii) held and promoted by City in the Arts District. "Events" shall mean, collectively, the Saturday Concert Events and the Special Events. (b) Use. (i) General. Licensor has granted the License for the sole purpose of allowing City to perform all tasks and conduct all activities necessary or desirable for the Events, including, without limitation, pedestrian use, parking, staging (including concert staging), patron seating, placement of generator, and food and beverage (including alcoholic beverage) sales, service, and consumption (the "Permitted Use"). During each Event, City shall: (A) use and maintain 1 X NjoberlanderTontractsTarmel Clay Historical Society License Agreement 3-7-17.docx the Real Estate in a good, clean, sightly, and safe condition; and (B) use the Real Estate only for the Permitted Use that complies with all applicable laws, statutes, and/or ordinances, governmental rules, regulations, guidelines, orders, and/or decrees. City shall not maintain, permit, or suffer any nuisance to occur or exist on the Real Estate. (ii) Saturday Concert Events. The License shall include the use of the Real Estate for all Saturday Concert Events between the hours of 10:00 a.m. to 11:00 p.m. on the date of each Saturday Concert Event, as well as stage set up each Friday preceding a Saturday Concert Event and tear down each Monday following a Saturday Concert Event, without any prior notice to Licensor. (iii) Special Events. The License shall include the use of the Real Estate for all Special Events between the hours of 5:00 a.m. and midnight on the date of each Special Event; provided that City shall notify Licensor of each such Special Event at least fourteen (14) days prior to the date of each such Special Event, which notice may be oral. (iv) Vendors. At least forty-eight (48) hours before each Event, City shall notify Licensor of the names of all vendors that will operate on the Real Estate during such Event. City shall ensure that such vendors: (A) have all required licenses and permits, including, if applicable, alcoholic beverage licenses; (B) maintain liability policies of insurance; and (C) name Licensor as an additional insured on all such policies of insurance. (c) Payments. For each Saturday Concert Event, City shall pay to Licensor the amount of Three Hundred Fifty Dollars ($350.00). For each Special Event, City shall pay to Licensor an amount to be determined by the parties for each such Special Event; provided that such amount shall be no less than Five Hundred Dollars ($500.00) and no more than Six Hundred Fifty Dollars ($650.00). Notwithstanding anything to the contrary set forth herein, no payment shall be due on account of any Event for which City does not use any portion of the Real Estate, including, without limitation, cancellation of any such Event for any reason or City's use of other real estate. All payments by City to Licensor shall be made timely in accordance with state law and City procedure. All amounts due under this Agreement by City shall be subject and subordinate to City's obligations pursuant to all: (i) bonds; and (ii) installment contracts assigned to lenders to secure financing; whether first arising before or after the date hereof. 2 XAjoberlanderTontractsTarmel Clay Historical Society License Agreement 3-7-17.docx 4. Charges. Throughout the Term, Licensor, at its cost, shall pay all: (a) general and special governmental and utility assessments; and (b) real estate taxes; with respect to the Real Estate. 5. Insurance. City shall keep in full force and effect throughout the Term the insurance coverages described on Exhibit B with respect to City's possession and occupancy of the Real Estate, which policy shall name Licensor as an additional insured. 6. Default. If: (a) City fails to perform or adhere to any of its obligations or covenants under this Agreement; and (b) such failure continues for five (5) business days after written notice from Licensor; then Licensor may exercise any remedy available to it at law or in equity, including, without limitation, terminating the License and this Agreement. 7. Assignment. City shall not: (a) assign or transfer this Agreement in whole or in part; or (b) grant a sublicense or concession in connection with this Agreement; in either case without the prior written consent of Licensor. This prohibition shall include any act that: (a) has the effect of an assignment or transfer; and (b) occurs by operation of law. 8. Surrender. Upon the termination of this Agreement, City shall surrender the Real Estate to Licensor, in the same order and condition as on the date hereof, ordinary wear and tear excepted; provided that, on or prior to such date, City: (a) may remove all equipment, machinery, fixtures, supplies, and tools located on or about the Real Estate; and (b) shall remove all furnishings, appliances, and other items of personal property. 9. Indemnity. City shall indemnify and hold harmless Licensor and its officers, officials, employees, agents, assigns, attorneys, and legal representatives from and against any and all claims, damages, losses, and expenses (including, without limitation, attorneys' fees) arising from or connected with: (a) the use by City of the Real Estate; and/or (b) the breach by City of any term or condition of this Agreement. The terms and conditions of this Section shall survive the termination of this Agreement. 3 X:\joberlander\Contracts\Carmel Clay Historical Society License Agreement 3-7-17.docx 10. Notice. Except as expressly stated to the contrary herein, any notice given pursuant to this Agreement shall be in writing, and shall be deemed to have been given when: (a) delivered in person to the other party; (b) sent by facsimile, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with confirmation of receipt; addressed to City at City Hall, 1 Civic Square, Carmel, Indiana 46032, Facsimile: 317-844-3498, Attn: Mayor James Brainard, with a copy to Douglas C. Haney, Esq., Corporation Counsel, City Hall, 1 Civic Square, Carmel, Indiana, Facsimile: 317-571- 2484; and addressed to Licensor at 211 lsl Street SW, Carmel, Indiana 46032, Email: eehrgott@carmelclayhistory.oriy. 11. Authority. Each of the undersigned persons executing this Agreement on behalf of City and Licensee represent and certify that: (a) he or she is empowered and authorized by all necessary action of City or Licensee, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this Agreement has been authorized by City or Licensee, respectively. 12. Miscellaneous. This Agreement constitutes the entire agreement between City and Licensee with respect to the subject matter hereof, and may be modified only by a writing signed by both City and Licensee. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. All exhibits are attached hereto and incorporated herein., 4 S:\joberlander\Contracts\Carmel Clay Historical Society License Agreement 3-7-17.docx IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. j,-7f11� Approved and Adopted this LL day ofL\A, 20 tl CITY OF CARMEL, INDIANA LICENSOR: By and through its CARMEL CLAY HISTORICAL Board of Public Works and Safety SOCIETY, INC. aures Brainard, Presiding Officer Date:FL -7^z:�' Mary Burke Member Date: `S —/%,/ % /-� i Lori S. Watso , er Date: S r .11V 1 UUlV y4 1.11Vll\- 11 V(AJ 111 1 5 X:\joberlander\Contracts\Cartnel Clay Historical Society License Agreement 3-7-17.docx mm 0-4 Printe ame tic ccJ1'✓c Z�,i rar itl Date: .• IMend9nha11 jt rt • � rr, � � �Va AL - � N .. �,. 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