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HomeMy WebLinkAboutPurvis_Family_Enterprises__Parking_License_Agreement_2025.docx (1)PARKING AND STORAGE LICENSE AGREEMENT THIS PARKING LICENSE AGREEMENT (the "Agreement"), is made and entered into on the day of , 2025 (“Effective Date”), between Purvis Family Enterprises, LLC (herein referred to as "Licensee") and Buckingham Fountains, LLC ("Owner"). NOW, THEREFORE, the parties agree as follows: 1. Description. The Owner hereby grants a temporary License (the "License") to Licensee, to use for the parking of a food vendor truck and/or temporary structure, two (2) exclusive parking spaces ("Parking Spaces") in the parking lot located at 452 E Carmel Drive, Carmel, Indiana 46032 and depicted on Exhibit A (the “Premises”). Subject to the terms and conditions set forth below, Owner hereby grants Licensee, and Licensee hereby accepts from Owner, the License to use the Parking Spaces for the parking of a food vendor truck and/or temporary structure that serves shaved ice (the “Permitted Use”). Licensee accepts the Premises "AS IS" and acknowledges that the Premises are suited for the use intended by Licensee and are in good and satisfactory condition. Licensee acknowledges that neither Owner nor Owner's agents (including Manager, defined below) has made any representation or warranty as to the condition of the Premises or its suitability for Licensee's purposes. Licensee represents and warrants to Owner that (a) its sole intended use of the Premises are for the Permitted Use, which has no special requirements and (b) it does not intend to use the Premises for any other purpose. The Licensee acknowledges that the Owner does not intend to make any improvements to the Premises prior to or during the Term. Licensee shall make no alteration to the Premises without the prior consent of Owner. Licensee shall at the time of execution of this Agreement, notify the Owner of the license plate number, year, make and model of the Licensee's vehicle and/or a depiction and description of the temporary structure that will use the Parking Spaces. Licensee hereby agrees and acknowledges that a photograph of the vehicle may be taken for record purposes. Notwithstanding anything herein to the contrary, Licensee acknowledges that Owner utilizes the services of Buckingham Management, LLC (together with any subsequent manager of the Parking Lot being hereinafter referred to as "Manager") to manage the Parking Lot and that all of Owner’s rights hereunder may inure to the benefit of the Manger and any agents, employees or representatives that may be engaged by either Owner or Manager. Licensee shall at all times be responsible to comply with all with all applicable federal, state or local laws, ordinances, rules and regulations and Owner reserves the right to immediately terminate this Agreement in event it receives notice of a violation or if it has reason to believe a violation has occurred. 2. Term. The term of this Agreement shall be five (4) months and seven (16) days commencing April 15, 2025 and continuing through August 31, 2025 (the “Term”). Owner may elect to terminate this Agreement at any time upon thirty (30) days written notice to Licensee, at Owner's sole discretion, without incurring any liability to Licensee, except as set forth herein. If Licensee should fail to perform any covenant or obligation arising hereunder, Owner may, at Owner's sole discretion and upon prior written notice to Licensee, immediately terminate all of Licensee's rights and privileges granted herein, and thereafter, this License shall be of no further force or effect. If Owner exercises any of its rights to recover possession of the Premises , Licensee shall surrender possession and vacate the Premises immediately and deliver possession thereof to Owner, and Owner may the n or at any time thereafter reenter Docusign Envelope ID: A3D60F8A-554A-473A-9B66-93783AF4F9A3 and take complete and peaceful possession of the Premises, with or without process of law, full and complete rights to do so being hereby granted to Owner by Licensee, and Owner may remove all occupants and property ther efrom, using such force as may be necessary, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without relinquishing Owner's right to the Fee or any other right given to Owner hereunder or by operation of la w. During any holdover by the Licensee of the Premises, the Fee provided hereunder shall triple and shall be payable daily. Licensee shall pay all of the costs, charges and expenses, including court costs and reasonable attorneys' fees, incurred by Owner in enforcing its rights under this Agreement or incurred by Owner in any litigation, negotiation or transactions relating to, or arising out of, this Agreement in which Licensee, without fault, becomes involved or concerned. Notwithstanding anything in t his Agreement to the contrary, Owner or Manager reserves the right to close the Parking Lot or any other resident parking areas for repairs, special event or other necessary purposes. However, Owner shall endeavor to notify Licensee in advance of any sche duled closure within forty eight (48) hours unless in case of emergencies when notification is not possible as deemed by the Manager. 3. Rate/Fee for Premises. The following is only applicable if Licensee is offered and accepts parking by the Owner. The rate paid by Licensee shall be $300 per month (the "Fee"), per space for parking in the Parking Spaces, commencing on the effective date of this Agreement and shall pay the total rent due of $2,720 at the time of execution of this Agreement. 4. Not used. 5. Payments. Intentionally deleted. 6. Use of Parking Spaces/No Assignment. Notwithstanding anything herein to the contrary, the Permitted Use for the Parking Spaces shall only mean the parking of an operable motor vehicle and/or food truck/temporary structure and shall not include, without limit, the storage of a non -motorized vehicle property or the parking of the following: racing vehicle, recreational vehicle, trailer, camper, boat, airplane, bus, truck (used for commer cial purposes), or similar vehicle or an inoperable motor vehicle from which the engine, transmission or differential parts is partially dismantled or otherwise altered or damaged causing the motor vehicle to be immediately mechanically inoperable. Licensee shall not assign this License without the prior written consent of Owner, which consent Owner may withhold in its sole and absolute discretion. If anything other than the vehicle and/or food truck/temporary structure identified pursuant to this Agreement: (i) is found utilizing the Parking Spaces or (ii) is found to have gained access utilizing Licensee's access, Owner shall be permitted to remove the vehicles and/or structures and Licensee shall be responsible for all costs and expenses associated with the removal of the vehicles and/or structure and Owner may immediately terminate this Agreement (in addition to any other rights and remedies). 7. Not used. Docusign Envelope ID: A3D60F8A-554A-473A-9B66-93783AF4F9A3 8. Hours of Use. Licensee shall have access and full use (subject to the terms and conditions of this Agreement) of the Premises seven (7) days a week, twenty-four (24) hours a day subject to events of subject to events of Force Majeure or special events (determined by Man ager in its reasonable discretion) that may impact access. For purposes of this Section 8 Force Majeure shall mean acts of God, strikes, lockouts, labor difficulties, explosions, sabotage, accidents, riots, civil commotions, acts of war, results of any wa rfare or warlike conditions in this or any foreign country, fire and casualty, legal requirements, shortages or inability to obtain materials or equipment, energy shortage, or causes beyond the reasonable control of the Owner. 9. Not used. 10. Insurance. Throughout the term of this Agreement, Licensee shall obtain, maintain and keep in force at Licensee's sole cost and expense a policy of comprehensive general liability insurance, protecting and indemnifying Owner and Licensee against any and all liabilities and claims for injury or damage to persons or property occasioned on or about any part of the Licensor Parcel with such policy to be in the minimum amount of $2,000,000.00 combined single limit per occurrence, for personal injury and property damage. Licensee shall provide to Licensor a current certificate of such insurance, showing Licensor as an additional insured, upon execution of this Agreement. 11. Indemnity by Licensee/Risk of Loss. The Premises are provided solely for the accommodation of the Licensee and Owner and Manager assume no liability or responsibility whatsoever with respect to the use and operation of Premises and Parking Lot, nor shall Owner or Manager be liable for any accident, loss, damage, injury, fine, fee, cost, expense (including attorney fees), or claim therefore, to any persons or property in or about the Premises and Parking Lot except those caused directly by the gross negligence or willful or intentional misconduct of Owner, the Manager or its agents. Licensee assumes full liability for all such accidents, losses, damages, injuries, fines, fees, costs, expenses (including attorney fees), or claims therefore, and shall protect, defend and hold: (i) Owner, Manager and Owner's and Manager's officers, directors, partners, trustees, shareholders, agents, affiliates, successors, assigns, contractors, agents and employees, and (ii) the Owner, Manager and Owner's and Manager's officers, directors, partners, trustees, shareholders, agents, affiliates, successors, assigns, contractors, agents and employees, harmless therefrom which arise from or in connection with the use of the Premises and Parking Lot during the term of the License by Licensee, or by any of Licensee's agents, contractors, licensees or invitees, or arising from any condition of the Premises or Parking Lot resulting from any default by Licensee in observing or performing any of the covenants contained in this License, or from any fault or neglect of Licensee or any of its officers, directors, agents, contractors, employees, licensees or invitees. Licensee shall bear all risk of loss, damage, theft, misappropriation or other casualty to all or any portion of Licensee's personal property located at or about the Premises or Parking Lot. 12. Not a Lease. It is hereby declared by and between the parties that it is not the intention of either Owner or Licensee to create between them the relationship of landlord and tenant with respect to the Docusign Envelope ID: A3D60F8A-554A-473A-9B66-93783AF4F9A3 Premises. Rather, this Agreement is intended solely to create a bare privilege on the part of the Licensee, personal to Licensee, to the Premises in the manner described herein. 13. Notices. Notices pursuant to this Agreement shall be delivered in writing to: To Owner: Buckingham Fountains, LLC 941 N Meridian Street Indianapolis, IN 46204 Attn: Chad Haneline With copy to: Buckingham Companies 941 North Meridian Street Indianapolis, IN 46204 Attn: Legal To Licensee: Purvis Family Enterprises, LLC Attention: Mark Purvis 1300 Clay Spring Drive Carmel, IN 46032 [Signature page follows.] Docusign Envelope ID: A3D60F8A-554A-473A-9B66-93783AF4F9A3 IN WITNESS WHEREOF, the parties hereto have executed this document as of the day and year first above written. OWNER BUCKINGHAM FOUNTAINS, LLC , an Indiana limited liability company By: Printed: Its: LICENSEE PURVIS FAMILY ENTERPRISES, LLC, an Indiana limited liability company By: Printed: Its: Docusign Envelope ID: A3D60F8A-554A-473A-9B66-93783AF4F9A3 President Mark Purvis Exhibit A Parking Lot Depiction Docusign Envelope ID: A3D60F8A-554A-473A-9B66-93783AF4F9A3