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Home My WebLink About08-21-19-01/Use Agreement; PNC Bank RESOLUTION NO.BPW 08-21-19-01 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF USE AGREEMENT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to enter into contracts; and WHEREAS,pursuant to Indiana Code 36-4-5-3,the City's mayor may enter into contracts on behalf of the City;and WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C. Brainard,has caused to be signed the City contract attached hereto as Exhibit A(the"Contract"); and WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and Safety for it to be publicly acknowledged,filed in the Clerk-Treasurer's Office,and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1.The foregoing Recitals are incorporated herein by this reference. 2.The receipt of the Contract is hereby acknowledged. 3.The Contract shall be promptly filed in the office of the Clerk-Treasurer and thereafter made available to the public for review. / L. SO RESOLVED this _ I day of 11 Vc7 J , 2019. CITY OF CARMEL,INDIANA By and through its Board of Public Works and Safety BY: Ja` Brainard,Presi I..440. AI / D. e: ididgMAN, Ma Ann : rke, Date: Lori S.Wat on, Date: bo/c -1 119 ATTES : C istine auley,Cle -Treas r €4 Dat . Pe /� SAE Bass\My Documents\BPW-Resolutions\2019\Acknowledge PNC Bank Use Agreement.docx8/12/2019 11:01 AM August 8, 2019 City of Carmel 1 Civic Square Carmel,IN 46032 Attention: Mayor Jim Brainard RE: Use of a portion of PNC Bank's parking lot on the property located at 4775 East 1266 Street, Cannel, Indiana 46033 (the "Property") by the City of Carmel ("Property User"). Dear Mayor Brainard: PNC Bank, National Association ("PNC Bank") hereby agrees to allow Property User to use the portion of the parking lot highlighted in yellow located on the Property as depicted on Exhibit A attached hereto (such highlighted portion of the parking lot referred to herein as the "Parking Lot") for the sole purpose of hosting an ice cream social for Property User's invitees (the "Permitted Use") on Monday, August 12, 2019 from 6:30 PM to 9:30 PM (the "Use Period") subject to the terms of this letter. Intending to be legally bound,Property User and PNC Bank hereby agree as follows: 1. Property User shall have the right to use the Parking Lot for the Permitted Use only during the Use Period. Property User shall have the right to sell or otherwise offer food and beverages,at the Parking Lot,but Property User shall not have the right to permit any performances to be held at the Parking Lot. 2. Property User shall be solely responsible for procuring and complying with all governmental orders, regulations and permits necessary to use the Parking Lot for the Permitted Use. Property User shall not use the Parking Lot for any purpose which will violate any laws, ordinances, rules, regulations or orders imposed or issued by any governmental entity or agency. 3. Property User shall have the right to use the Parking Lot without any use fee. To the extent permitted by applicable law, Property User agrees to indemnify and hold harmless PNC Bank and its agents, employees, officers, directors and attorneys from any and all claims, liabilities, costs (including reasonable attorneys' fees) or damages arising out of or relating to the acts or failure to act of Property User or its agents, employees or invitees or the entry upon, use or operation of the Parking Lot by Property User or its agents,employees or invitees or the breach of this Agreement by Property User. 4. Property User shall not make any permanent alterations, additions or improvements to the Parking Lot. Property User shall promptly repair any damage to the Property (including. without limitation, the Parking Lot) caused by Property User or its agents, employees or invitees and shall surrender the Parking Lot to the PNC Bank in broom clean condition and in substantially the same condition in which it existed immediately preceding Property User's use thereof. 5. Property User agrees to maintain, at its sole expense, (i) commercial general liability insurance in an amount of not less than $3,000,000 per occurrence and $3,000,000 general aggregate per location, (ii) automobile Iiability insurance in an amount of not less than $3,000,000 combined single limit for all owned, non-owned and hired vehicles, (iii) worker's compensation coverage as required by law and (iv) all-risk property insurance in an amount not less than the replacement value of Property User's property and otherwise, in forms acceptable to PNC Bank in its reasonable discretion with one or more insurance companies reasonably acceptable to PNC Bank. Upon execution of this letter, Property User shall deliver or cause to be delivered to PNC Bank original certificates of insurance evidencing all insurance policies required by PNC Bank. The commercial general liability and automobile liability insurance policies shall include PNC Bank as an additional insured "as its interest may appear". 6. PNC Bank shall not be liable for and Property User hereby releases PNC Bank from any and all liability arising from any injury or damage to any property (including, without limitation, any vehicles parked on the Parking Lot) or person occurring on or about the Property (including, without limitation, the Parking Lot) from any cause whatsoever (including but not limited to water, rain, snow or ice which may leak into or issue from the Property, including, without limitation, the Parking Lot). PNC Bank shall not be liable for failure to provide to Property User access to the Parking Lot if the Parking Lot is not ready for use or occupancy due to any cause whatsoever. 7. Property User acknowledges that the Parking Lot will be in "as-is, where-is" condition, without any representation or warranty by PNC Bank or any construction or repair obligation. PNC Bank hereby expressly disclaims any and all warranties, express or implied, relating in any way to the Parking Lot_ 8. Property User covenants and agrees that Property User shall not, and shall cause all of its employees, invitees, contractors, subcontractors, licensees or agents, not to, store, use, dispose of or release (either with or without negligence) any biologically or chemically active or other Hazardous Substances and Materials on or about the Property (including, without limitation, the Parking Lot). Without limitation, "Hazardous Substances and Materials" shall include asbestos, petroleum-based products, explosives and those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Resources Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et seq., or any other federal, state or local laws, ordinances or regulations and the regulations relating to environmental regulations or hazardous activities. 9. PNC Bank hereby reserves the right on behalf of itself, its employees and agents to enter the Parking Lot at any time. 10. Property User agrees that nothing in this letter shall result or be deemed to result in the PNC Bank being an employer, employee, principal,agent or partner of Property User. This letter is not a lease but merely a revocable license for Property User to use the Parking Lot on the terms and conditions set forth herein. 11. Property User agrees to comply with all rules and regulations relating to the Parking Lot. 12. PNC Bank shall have all rights and remedies available at law or in equity if Property User breaches the terms of this letter. 13. If Property User fails to surrender the Parking Lot upon termination of this use agreement, then, in addition to all other rights and remedies of PNC Bank as provided by law or in equity, Property User shall indemnify PNC Bank against any liability resulting therefrom. 14. Property User acknowledges and agrees that PNC Bank shall not be obligated to provide any building services nor have any maintenance or repair obligations hereunder. Kindly evidence Property User's agreement to the foregoing by having a duly authorized officer of Property User sign the enclosed copy of this letter provided and returning it together with the appropriate insurance certificate to me by August 9, 2019. If PNC Bank does not receive a fully executed original of this letter together with the appropriate insurance certificate by August 9, 2019, this use agreement shall be null and void and of no force and effect. By signing below, the person executing this letter also represents and warrants that they have full legal capacity, power and authority to execute and deliver this agreement on behalf of the Property User and that this letter represents a valid and binding obligation of the Property User that is enforceable in accordance with its terms. If you have any questions,please feel free to contact me. Sincerely, PNC Bank,National Association By: II 11 Name: Imrifdir/'ll ak ` # ► Title: A[ ► i�i �l Intending to be legally bound,agreed to and accepted this 8`h day of August,2019: City o' armel Attest\ `tI.GJI.,U'1'1 6210t. 13y: Name: Sharon Kibbe Na James rainard Title: Exec . Office Manager Tit' : Mayor 3 EXHIBIT A . . _ 1....77:::--;-_71.7:::;.:trat--,6-' '.--_-_-_ •.f.• .,...-,..... , . _iiimm....,..„ . ,... - .--: - -....7. 114atre._-. 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