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HomeMy WebLinkAboutMagnolia Towns LLC/MAC/2024 Parking License for Holiday Events - 705 S. Rangeline-1- PARKING LICENSE AGREEMENT 705 S. Rangeline Rd. This Parking License Agreement (approximate address 705 S Rangeline Rd. Carmel, Indiana 46032) (the “Agreement”), executed as of the _____ day of _________________, 2024, by and between ______________________________________________(“Licensor”) and The City of Carmel (the “City”), Witnesses: Recitals WHEREAS, the City is in need of additional parking for the Holiday Season (the “Event”) on from November 23, 2024, to December 31, 2024; WHEREAS, Licensor owns certain real estate located at southeast corner of E. City Center Dr. and S. Rangeline R. with approximate address of 705 S. Rangeline Rd. Carmel, Indiana 46032 (the “Licensor Property”) that can be used as a parking lot. The parking lot is depicted in the attached Exhibit A, which is fully incorporated herein; WHEREAS, the City has requested to use the Licensor Property to accommodate overflow parking during the Event; WHEREAS, Licensor has agreed to grant the City a license to use the Licensor Property subject to the terms and conditions of this Agreement. Agreement NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and the City agree as follows: 1. License. Licensor hereby grants to the City a license to use (the “License”) the unimproved portions of the Licensor Property (the “Licensed Premises”) as depicted in the attached Exhibit A, and the City hereby accepts from Licensor the License and agrees to the following terms and conditions. 2. Term. Subject to the terms and conditions of this Agreement, the Term of the License (the “Term”) shall be November 23, 2024, to December 31, 2024; provided that the Term may be extended by the Parties’ mutual consent in writing. 3. Consideration. In consideration of the License, the City shall pay to Licensor a fee of $10.00 on or before November 23, 2024. 4. Use. The City, by itself or through its department or agency, may designate portions of the Licensed Premises for general public parking during the Event. The City shall not disturb or have use of any improvements on the Licensor Property. The City shall not use or occupy, nor permit any other person to use or occupy, the Licensed Premises or any part thereof, for any purpose in violation of any applicable federal, state, county, municipal and other governmental statutes, laws, 20th November Magnolia Towns LLC -2- rules, ordinances, orders, and regulations (collectively, the “Laws”). At all times during the Term, the City shall comply with all Laws relating to, affecting, or controlling the use of the Licensed Premises. The City shall block off any portions of the parking lot that are filled with dirt/topsoil or are not suitable for parking. 5. Maintenance. The City, at its cost, shall maintain, in good condition and repair for the uses permitted hereunder, the Licensed Premises, except to the extent caused by the negligence or willful misconduct of Licensor or its agents, employees, or contractors. 6. Surrender. Upon the expiration or sooner termination of this Agreement, the City shall surrender to Licensor the Licensed Premises, in the same order and condition in which the City received same, ordinary wear and tear excepted. Prior to such expiration or termination, the City shall retrieve all of its property from the Licensed Premises. 7. Assignment. The City shall not assign or transfer this Agreement or the License, in whole or in part, nor grant a sublicense or concession in connection therewith, without the prior written consent of Licensor; provided that the City may assign or transfer this Agreement or the License to any City agency or department without Licensor’s prior consent. 8. Indemnification. The City shall indemnify and hold harmless Licensor and its officers, officials, employees, agents, assigns, attorneys, and legal representatives from and against any and all losses, liabilities, claims, judgments and liens, including, without limitation, all damages, costs, expenses, and attorneys’ fees, arising out of or in connection with: (a) any intentional or negligent act or omission of the City, the City, or their respective employees, agents, contractors, or licensees; and/or (b) the breach of this Agreement by the City. All indemnification obligations hereunder shall survive the expiration or sooner termination of this Agreement and/or the License. 9. Authority. Each undersigned person executing this Agreement on behalf of Licensor and the City represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of the applicable party 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 have been authorized by the applicable party. 10. Miscellaneous. This Agreement: (a) constitutes the entire agreement among the parties with respect to the subject matter hereof, and may be modified only by a written agreement signed by all of the parties hereto; and (b) shall be governed by, and construed in accordance with, the laws of the State of Indiana. This Agreement shall not be construed to create a contractual relationship with, give rights or benefits to, or create a cause of action in favor of, anyone other than the parties hereto. All proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. 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. All Exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. If this Agreement is executed in multiple counterparts, then all counterparts taken together shall constitute this Agreement. -3- IN WITNESS WHEREOF, Licensor and the City have made and executed this Agreement as of the date first set forth above. LICENSOR: By: Printed: Title: THE CITY OF CARMEL By: Printed: Title: Magnolia Towns LLC Justin W. Moffett Manager Kelly Douglas Director -4- Exhibit A Parking lot on the southeast corner of E. City Center Dr. and S. Rangeline Rd.