HomeMy WebLinkAboutBlue Woods Creek Property Management/Utilities/Parks and Rec Real Estate Management Agreement DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771 BB12497C
MANAGEMENT AGREEMENT APPROVED
By Jon(Jfn^1 d al/256 prn,Jun OR,I022
THIS MANAGEMENT AGREEMENT ("Agreement"), is entered into by and between the
City of Carmel, Indiana, by and through its Board of Public Works and Safety ("Owner"), and the
Carmel/Clay Board of Parks and Recreation ("Manager").
WHEREAS, Owner is a municipality that owns certain real property consisting of
approximately twenty-nine (29) acres located south of Hazel Landing Park and west of the White River
in the City of Carmel, Clay Township, Hamilton County, Indiana and commonly known as the Blue
Woods Creek Property (the "Real Estate"), which is described in greater detail in Exhibit A, which is
attached hereto and incorporated herein by this reference; and
WHEREAS, Manager is responsible for the operation and maintenance of certain public parks,
playgrounds and trails located within the City of Carmel; and
WHEREAS, Owner desires to have Manager manage the Real Estate, and Manager desires to
manage the Real Estate, subject to the terms, conditions and limitations set forth in any deeds, easement
agreements and other instruments of record or otherwise made known by Owner to Manager, in writing,
regarding same, under and pursuant to the terms and conditions set forth in this Agreement and that
certain interlocal agreement entitled "Interlocal Cooperation Agreement Between the City of Carmel,
Indiana and Clay Township of Hamilton County, Indiana" ("Interlocal Agreement") entered into by and
between Owner and Clay Township, Indiana on July 26, 2002, as amended.
NOW, THEREFORE, in consideration of the foregoing Recitals, and the covenants and
conditions set forth hereinbelow, Owner and Manager enter into this Agreement and mutually agree as
follows:
ARTICLE I
Incorporation of Recitals
1.1 The foregoing Recitals are hereby incorporated into and made a part of this Agreement.
ARTICLE II
Performance
2.1 Owner hereby agrees to engage Manager to manage the Real Estate and Manager hereby agrees
to accept the management of the Real Estate subject to the terms, conditions and limitations set
forth in any deeds, easement agreements and other instruments of record or otherwise made
known to Manager by Owner in writing, the terms and conditions set forth in the Interlocal
Agreement and the terms and conditions of this Agreement.
2.2 Time is of the essence of this Agreement.
DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771 BB12497C
ARTICLE III
Term; Renewal
3.1 The term of this Agreement shall be thirty (30) years, beginning on January 1, 2023 ("Term").
3.2 Subject to the termination provisions contained herein, this Agreement shall automatically renew
for additional terms of ten (10) years beginning on the expiration date of the immediately
preceding term. Such renewals shall be upon the same terms and conditions as are contained in
the Agreement for the initial term, as the same may be amended from time to time.
ARTICLE IV
Management Fee; Taxes and Assessments
4.1 Owner agrees to pay Manager a management fee of Ten Dollars ($10.00) for the management of
the Real Estate, the receipt and sufficiency of which is hereby acknowledged.
4.2 Owner shall pay all taxes and assessments on the Real Estate that become due and payable
during the Term or any extension thereof.
ARTICLE V
Insurance
5.1 Manager agrees to obtain, and to keep in force throughout the Term and/or any extension
thereof, at Manager's sole expense, commercial general liability insurance ("Insurance") from an
insurer licensed to do business in Indiana, against any and all claims for personal injury
(including bodily injury and death) and/or property damage occurring on the Real Estate. The
Insurance shall afford coverage, in an amount of not less than Five Hundred Thousand Dollars
($500,000.00) with respect to the personal injury of any one person, in an amount of not less than
One Million Dollars ($1,000,000.00) per occurrence involving two or more persons, and in an
amount of not less than One Hundred Thousand Dollars ($100,000.00) per occurrence involving
property damage.
5.2 Manager shall cause its insurers to name Owner as an additional insured on all Insurance
policies, shall promptly provide Owner, upon request, with a certificate of insurance that
evidences such coverage, and shall provide that such insurance policies shall not be canceled
without thirty (30) days prior notice to Owner.
ARTICLE VI
Use of Real Estate
6.1 Manager agrees that the Real Estate will be used and managed by it only as a park, greenway and
natural area for the benefit of the general public, whereon lawful recreational activities such as,
but not limited to, walking, running, roller skating, bicycling, roller blading and related park and
recreational activities may take place under Manager's written rules and regulations and
Manager's control, for the Term and any extensions thereof.
DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771 BB12497C
6.2 Manager agrees to submit to Owner for Owner's approval a written master plan ("Master Plan")
for making such improvements to the Real Estate as are necessary for effective management and
public use, for maintaining order on the Real Estate and for maintaining the Real Estate in a safe,
neat and attractive state pursuant to and in compliance with all applicable laws and with all
covenants, restrictions, obligations and limitations agreed to by Owner at the time of Owner's
purchase or acceptance of a property interest in the Real Estate. Should Owner fail to act on the
Master Plan within ninety (90) calendar days from the receipt of same by Owner, with a copy of
same contemporaneously provided to the Carmel Corporation Counsel, the Master Plan shall be
deemed approved. The Master Plan, once approved by the parties, cannot be changed, modified
or superseded without the express prior written consent of Owner.
6.3 Manager agrees to comply with all applicable laws, orders, rules and regulations of any federal,
state or municipal government, court, department or agency that is applicable to the Real Estate
and/or to Manager's use thereof.
6.4 Manager agrees to accept the Real Estate "as-is" in its present condition, and to make, at its sole
expense, such improvements as are required by Manager consistent with the Master Plan and all
applicable law.
6.5 Owner agrees to cooperate with Manager to the extent that Manager must seek government
issued permits in order to fulfill its obligations and responsibilities under and pursuant to the
Agreement that require the authorization and approval of Owner.
6.6 Owner reserves the right to temporarily close any trail or park located on the Real Estate if such
closure is necessary for the maintenance or repair of Owner's facilities located thereon. For
routine maintenance or repairs, Owner shall provide the Manager with seven (7) calendar days'
notice of the closure. Owner may immediately close any trail or park located on the Real Estate
to repair its facilities in the case of a bona fide emergency.
6.7 At the expiration of the Term and any extension(s) thereof, or upon the earlier termination of this
Agreement as provided herein, or upon Owner's otherwise lawful re-entry on the Real Estate,
Manager shall surrender the Real Estate to Owner in substantially the same condition that the
Real Estate was in at the beginning of the Term, normal wear and tear and such improvements
installed thereon and therein consistent with the approved Master Plan excepted.
6.8 Owner agrees that, if and so long as Manager keeps and substantially performs each material
term and condition herein imposed upon Manager, and if and so long as this Agreement is not
lawfully terminated, Manager shall quietly enjoy the Real Estate without hindrance or
molestation by Owner or any person lawfully claiming under Owner, subject to any property
rights or interests of others therein as set forth in any deed, easement agreement or other
instrument of record regarding the Real Estate and Owner's obligations thereunder, as well as to
Owner's rights, obligations and duties under law and this Agreement.
ARTICLE VII
Maintenance; Utilities
DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771 BB12497C
7.1 Manager agrees to keep the Real Estate reasonably clean, sanitary, safe, neat, attractive and free
from refuse at all times during the Term and any extension(s) thereof, to provide fireproof
containers for the storage of refuse thereon, and to arrange for the regular pickup of such refuse,
all at Manager's expense.
7.2 Manager agrees to pay all maintenance expenses related to Manager's use or management of the
Real Estate, including, but not limited to, labor, machinery and equipment.
7.3 Manager agrees to pay all utility service and expenses associated with Manager's use or
management of the Real Estate.
ARTICLE VIII
Liens
8.1 Manager agrees that it will not create nor by its own actions provide the basis for the creation or
continuance of any mechanic's, materialman's or other lien that encumbers the Real Estate. If
such a lien is created which encumbers the Real Estate and is not released or bonded over by
Manager within thirty (30) days of its attachment, the Owner shall have the right to pay such lien
or obtain such bond, all at Vendor's sole cost and expense.
ARTICLE IX
Owner's Right to Perform Work; Inspections
9.1 If Manager should, at any time during the Term or any extension thereof, fail to perform its
obligations under this Agreement, and shall not, upon ten (10) calendar days' notice of such
default from Owner, fully cure same, Owner may supply the omitted performance. Any
reasonable expense incurred by Owner in so doing shall constitute an obligation of Manager
which shall be payable within sixty (60) calendar days of Manager's receipt of an itemized
invoice from Owner regarding same. Notwithstanding the foregoing, in the event of an
emergency, Owner shall be entitled to immediately cure any default or perform any of Manager's
obligations hereunder at Manager's sole cost and expense.
9.2 Owner shall have the right, at any time and without demand or notice, to enter upon the Real
Estate for the purpose of determining whether Manager is performing its obligations under this
Agreement, to comply with its obligations under and pursuant to the terms and conditions of any
deeds, easement agreements and other instruments of record as regards the Real Estate, or for
any other lawful purpose.
ARTICLE X
Indemnity
10.1 Manager agrees to indemnify and hold Owner harmless from any and all liabilities, losses, costs,
damages and expenses, including, but not limited to, reasonable attorney fees, the Owner incurs
or is subject to on account of or as a result of any bodily injury to, or the death of, any person, or
the loss or destruction of, or damage to, any property, which injury, death or damage arises, or is
alleged to arise, out of Manager's possession or use of, or actions on, the Real Estate, unless such
DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771 BB12497C
injury, death or damage is the result of Owner's negligent conduct or intentional action on the
Real Estate. This obligation shall survive the termination of this Agreement.
10.2 As between Owner and Manager, any property of either shall be kept, stored or maintained on or
in the Real Estate at such parry's own risk and expense.
10.3 Owner agrees to indemnify and hold Manager harmless from any and all liabilities, losses, costs,
damages and expenses, including, but not limited to, reasonable attorney fees, that Manager
incurs or is subject to on account of or as a result of any bodily injury to, or the death of, any
person, or the loss or destruction of, or damage to, any property, which injury, death or damages
arises, or is alleged to arise, out of Owner's use of, or actions on, the Real Estate, unless such
injury, death or damage is the result of Manager's negligent conduct or intentional action on the
Real Estate. This obligation shall survive the termination of this Agreement.
ARTICLE XI
Assignment
11.1 Manager shall not assign this Agreement without the prior written consent and agreement of
Owner.
ARTICLE XII
Default; Termination
12.1 In the event Manager repudiates, breaches or defaults under any of the terms or conditions of this
Agreement and does not correct such failure or breach within ten (10) calendar days (or such
shorter period of time as is commercially reasonable under the circumstances) after receipt of
written notice from Owner specifying such failure or breach, or becomes insolvent, is placed
into receivership, makes a general assignment for the benefit of creditors or dissolves, each such
event constituting an event of default hereunder, Owner shall have the right to (1) terminate all
or any parts of this Agreement, without liability to Manger; and (2) exercise all other rights and
remedies available to Owner at law and/or in equity.
12.2 Notwithstanding anything to the contrary set forth herein, this Agreement shall immediately
terminate if the Interlocal Agreement is terminated.
12.3 Owner may terminate this Agreement at any time upon one hundred eighty (180) days written
notice prior to any January 1 of the Term, with such termination effective as of that January 1.
ARTICLE XIII
Notice
13.1 Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, or by personal service, to the party
to be notified at the address specified herein:
If to Owner: City of Carmel AND City of Carmel
DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771 BB12497C
Office of the Mayor Office of Corporation Counsel
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
If to Manager: Carmel Clay Parks & Recreation
1411 E. 116th Street
Carmel, IN 46032
Attn: Michael Klitzing
ARTICLE XIV
Miscellaneous
14.1 The failure of either party to require performance by the other of any provision of this
Agreement shall not affect the right of such party to require such performance at any time
thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement
constitute a waiver of any succeeding breach of the same or any other provision hereof.
14.2 Notwithstanding any other provision of this Agreement, this Agreement is subject to all
easements and other restrictions of record regarding the Real Estate, and to Owner's general
police powers, Home Rule rights and obligations, and all of Owner's other lawful rights,
obligations, privileges and powers.
14.3 This Agreement may only be modified by written amendment executed by both parties hereto.
14.4 This Agreement is the joint work of both parties and shall not be strictly construed against either
party but shall be interpreted in a fair and reasonable manner so as to best fulfill the intent and
purpose of the parties hereto.
14.5 All headings and sections of this Agreement are inserted for convenience only and do not limit,
expand or otherwise alter the meaning of any provision hereof.
14.6 The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
14.7 The parties warrant that they have read this Agreement and understand it, have had the
opportunity to obtain legal advice and assistance of counsel throughout the negotiation of same,
and enter into this Agreement freely, voluntarily and without any duress, undue influence or
coercion.
14.8 This Agreement shall be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is
filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an
appropriate court in Hamilton County, Indiana, only, and agree that such court is the appropriate
venue for and has jurisdiction over same.
DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771BB12497C
14.9 The parties hereto represent and warrant that they are authorized to enter into this Agreement and
that the person(s) executing this Agreement have the authority to bind the party which they
represent.
14.10 If any term of this Agreement invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted only to the
extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
14.11 This Agreement, together with all exhibits attached hereto and all matters incorporated by
reference herein, constitutes the entire agreement between Owner and Manager with respect to
the subject matter hereof, and supersedes all prior oral or written representations and agreements
regarding same.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA CARMEL CLAY BOARD OF
PARKS & RECREATION
by and through its Board of Public
Works and Safety
By,-DocuSigned by: By: DocuSignedby: l
2b o218Lb4 l a227,rD11�7�D14�E...
James Br ina c, Presiding Officer Authorized Signature
6/15/ 2
Date:
rMiDocuSignedby:
chael W. K1 i tzi ng
„ aiaaa, Printed Name
�,�,� , rke ember Director of Parks and Recreation
Date: e�1
atsovu
DocuSigned by:
D 3 Title
6/17/2022
W (LJJ
Date:
� �t�21�Iember
Date:
A &8igned by:
Sue \Voirgan
3 9D/Ayt344
Jerk
Date: 6/35/2022
DocuSign Envelope ID:9EC9EDEE-3CEE-475E-9A75-D771 BB12497C
EXHIBIT A
EXHIBIT A-LEGAL DESCRIPTION
PARCEL B: PART OF THE NORTHEAST QUARTER OF SECTION 9,TOWNSHIP 17 NORTH, RANGE 4
EAST OF THE SECOND PRINCIPAL MERIDIAN IN CLAY TOWNSHIP,HAMILTON COUNTY, INDIANA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF SECTION 9,
TOWNSHIP 17 NORTH,RANGE 4 EAST OF THE SECOND PRINCIPAL MERIDIAN IN CLAY TOWNSHIP,
HAMILTON COUNTY, INDIANA,THENCE NORTH 89 DEGREES 55 MINUTES 56 SECONDS WEST
(ASSUMED BEARING)ON THE NORTH LINE OF SAID SECTION 9,A DISTANCE OF 1189.27 FEET TO
THE EASTERLY LINE OF REAL ESTATE CONVEYED TO THE CITY OF CARMEL, INDIANA, BY A
DOCUMENT TITLED"CERTIFICATION OF CLERK"RECORDED IN THE OFFICE OF THE RECORDER OF
HAMILTON COUNTY, INDIANA,AS INSTRUMENT NUMBER 9709754848, (THE FOLLOWING FIVE
• COURSES BEING ON THE EASTERLY LINE OF SAID REAL ESTATE) 1.) THENCE SOUTH 11 DEGREES
50 MINUTES 53 SECONDS WEST 131.07 FEET; 2.) THENCE SOUTH 86 DEGREES 32 MINUTES 20
SECONDS WEST 102.72 FEET;3.)THENCE SOUTH 07 DEGREES 00 MINUTES 13 SECONDS WEST
348.84 FEET;4.) THENCE SOUTH 12 DEGREES 02 MINUTES 32 SECONDS WEST 250.45 FEET;5.)
THENCE SOUTH 08 DEGREES 36 MINUTES 31 SECONDS WEST 1159.69 FEET TO A POINT ON A LINE
THAT IS PARALLEL WITH THE NORTH LINE OF SAID SECTION 9,AT A POINT THAT IS 1872.75 FEET
SOUTH 00 DEGREES 11 MINUTES 33 SECONDS WEST MEASURED PARALLEL WITH THE WEST LINE
OF SAID NORTHEAST QUARTER; THENCE SOUTH 89 DEGREES 55 MINUTES 56 SECONDS EAST
PARALLEL WITH THE NORTH LINE OF SAID SECTION 9,A DISTANCE OF 284 FEET, MORE OR LESS
TO THE WESTERLY EDGE OF WATER OF.WHITE RIVER;THENCE NORTHEASTERLY WITH THE
MEANDERING OF SAID EDGE OF WATER TO THE EAST LINE OF SAID SECTION 9;THENCE
NORTHERLY ON SAID EAST LINE 107 FEET, MORE OR LESS,TO THE PLACE OF BEGINNING,
CONTAINING 29.628 ACRES, MORE OR LESS.
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