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HomeMy WebLinkAboutCarmel Fire Department/Carmel Clay Historical Society Use Agreement1 USE AGREEMENT WHEREAS, the City of Carmel Fire Department (hereinafter referred to as the “City”), occupies certain real property and a building located at 210 Veterans Way, Carmel, Indiana, hereinafter referred to as the “Station”); and WHEREAS, it is the desire of CARMEL-CLAY HISTORICAL SOCIETY, INC., an Indiana nonprofit corporation (hereinafter referred to as the “CCHS”), to use part of the Station as for planning sessions for the new Carmel Clay History Museum (hereinafter referred to as “Museum Business”); and WHEREAS, the City and CCHS now wish to enter into this use agreement (“Agreement’) regarding the Station. NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises contained herein, the parties agree as follows: I.TERM OF AGREEMENT. A.The term of this Agreement shall be month-to-month, commencing on the 1st day of July, 2024, and terminating as provided herein. B.Either party may terminate this agreement upon ten (10) days written notice to the other party. II.CONSIDERATION FOR THE USE OF THE STATION. A.CCHS agrees to pay to the City the sum of One Dollar ($0.25) per month for the use of one room on the first floor of the Station, with said room determined by the City (hereinafter referred to as the “Station Room”). B.Unless the Agreement is earlier terminated, the City agrees to allow the use of the Station Room by CCHS on a month-to-month basis. 2 C. As further inducement and consideration to the City for the use of the Station Room, CCHS agrees to repair, rehabilitate, and maintain the same during the term of the Agreement and to return the Station Room to the City in good condition, normal wear and tear excepted. Any repair and/or rehabilitation work performed by CCHS on the Station Room shall be considered as additional compensation and no reimbursement shall be required of the City for same. III. USE OF THE STATION A. The parties agree that the Station Room be used by CCHS for Museum Business and administrative purposes and for no other purpose, unless prior approval has been obtained from the City’s Fire Chief. The Fire Chief, in his/her sole discretion may set the terms for use for other purposes. Further, CCHS agrees that no activity shall take place at the premises which would violate any Federal or State Statute or City ordinance, nor shall any material or equipment be stored at the Station which would be a nuisance to the public or to any private individual. IV. INSURANCE REQUIREMENTS A. CCHS agrees to maintain casualty insurance on the premises and to provide coverage for any personal property loss and/or any injury or death to any CCHS’ member and/or to any person visiting the Station, for CCHS business, on account of any negligent or intentional action or failure to act on the part of CCHS, its members, agents, contractors, employees or officers, in the amount of at least One Million Five Hundred Thousand Dollars ($1,500,000.00). The City shall be named as an additional insured on any independent insurance policy. B. In addition to the foregoing insurance requirements, if applicable, CCHS agrees to provide the City with a copy of their current insurance coverage. C. The City shall maintain and insure its interests in the subject real estate and Station, and, if applicable, may duplicate casualty insurance coverage without the same acting as a waiver of the insurance required of CCHS hereunder. V. CITY’S REMEDIES FOR BREACH OF AGREEMENT. A. In the event CCHS fails to maintain, repair, or pay the amount pursuant to the terms of this Agreement, the City may proceed to terminate this Agreement upon ten (10) days written notice to CCHS. CCHS agree to remove all of their personal property within fifteen (15) days of receiving the City’s notice to quit the premises. B. If CCHS fails to maintain or repair the Station Room as required, the City may, in its sole discretion, terminate this Agreement, cause said repairs to be made at the sole expense of CCHS, and/or take any other action authorized by law or in equity. 3 C.Any personal property remaining in, on, or at the Station after the fifteen (15) day time period for the vacation of same shall be deemed abandoned and the City may dispose of it as prescribed by law. VI.INDEMNIFICATION. A.Defense of Claims. CCHS agrees that to the extent an insurance carrier is not then assuming the defense in respect of any claim, action, or proceeding against City in connection with the use of the Station, including any action related to the violation of any law or regulation, it will defend promptly and diligently, at the expense of CCHS, and utilizing counsel of City's choosing, any claim, action or proceeding brought against City or any of its managers, members, officers, employees, agents, successors, and assigns arising out of or connected with any such claim, and to hold harmless and fully indemnify City and each of its managers, members, officers, employees, agents, successors, and assigns, from any judgment, loss or settlement on account thereof, regardless of the jurisdiction in which any such claims, actions or proceedings may be brought, and whether brought against City alone or City and CCHS. B.Indemnification of City. CCHS agrees that it shall indemnify and hold City and each of its managers, members, officers, employees, agents, successors, and assigns, free, and harmless from and against any and all penalties, claims, fines, demands, losses, causes of action, suits, judgments, costs and expenses, including attorneys' fees, of any nature whatsoever arising from, incurred with respect to, or arising out of: (i) the breach of any representation, warranty, or covenant of CCHS set forth in this Agreement; or (ii) the use of the Station, irrespective of whether negligence on the part of City is alleged. If, as part of this indemnification, it shall be necessary for City to retain counsel, same shall be of City's choosing and at the expense of CCHS. This indemnification shall include attorneys' fees and related costs and expenses. Notwithstanding the foregoing, CCHS shall not be liable to indemnify and hold City harmless from any liability which results from City's gross negligence, fraud, or willful misconduct. VII.MISCELLANEOUS PROVISIONS. A.The parties agree that this Agreement shall be construed under the laws of the State of Indiana, that the Circuit or Superior Courts of Hamilton County, Indiana, are the proper courts of venue and jurisdiction, and that the parties waive trial by jury in any cause by or between the parties that relates to or arises out of this Agreement. B.In the event any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, the same shall not affect the remaining provisions of the Agreement. C.The parties agree that no term of this Agreement is intended to devise, transfer, or convey any property right to CCHS by the City nor create any rights on behalf of any third party. July 24, 2024 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/20/2024 (800) 678-0361 (317) 817-5151 11000 Carmel Clay Historical Society 211 First St. SW Carmel, IN 46032 27120 A 1,000,000 36SBAAM7299 9/1/2023 9/1/2024 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A 36SBAAM7299 9/1/2023 9/1/2024 B 36WECAG0GBL 1/19/2024 1/19/2025 100,000 100,000 500,000 City of Carmel One Civic Square Carmel, IN 46032 CARMCLA-03 JAGGEME Hylant - Indianapolis/Bloomington 10401 North Meridian St, Ste 200 Carmel, IN 46290 Indianapolis-office@hylant.com Sentinel Insurance Company Ltd Trumbull Insurance Company X X X