HomeMy WebLinkAboutCarmel Rotary-Donation and Naming Rights AmphitheatreCARMEL AMPHITHEATRE
DONATION AND NAMING RIGHTS AGREEMENT
This Donation and Naming Rights Agreement "Agreement is entered into this Le
day of July, 2011, by and by Rotary Club of Carmel Indiana, an Indiana non- profit corporation
with offices in Carmel, Indiana "Rotary and City of Carmel, Indiana, an Indiana municipal
corporation, with offices located at City Hall, 1 Civic Square, Carmel, Indiana (collectively
"City
WHEREAS, City desires to construct an amphitheatre in a certain public green space
located near the Center for the Performing Arts complex in Carmel, Indiana (the
"Amphitheatre and
WHEREAS, Rotary desires to donate One Hundred Thousand Dollars ($100,000.00) to
the City (the "Donation to be used exclusively for the construction and maintenance of the
Amphitheatre; and
WHEREAS, the City is willing to grant Rotary certain naming rights for the
Amphitheatre, in accordance with the terms and conditions of this Agreement, in recognition of
the Donation;
NOW THEREFORE, in consideration of the mutual covenants hereinafter contained and
subject to the terms and conditions of this Agreement, City and Rotary agree as follows:
1. Incorporation of Recitals. The foregoing recitals are incorporated herein and made
a part hereof by this reference.
2. Donation. Rotary will make the donation to City, on or before July 16, 2011 (the
"Donation Date without any restrictions and without any expectation of return or
reimbursement whatsoever, except as set forth herein.
3. Naming Rights. Upon receipt of the Donation, City grants Rotary the right to
name the Amphitheatre with a name that is reasonably acceptable to the City, which right and
name shall exist in perpetuity, unless terminated as provided herein.
4. Termination and Relinquishment of Naming Rights. Upon City's written notice
to terminate Rotary's naming rights and the payment to Rotary of an amount equal to One
Hundred Thousand Dollars ($100,000.00) plus interest thereon accruing at a rate of eight percent
(8 per annum from the Donation Date to the date of City's written notice of termination,
Rotary's naming rights will be terminated and Rotary will relinquish its naming rights to the
Amphitheatre.
5. Notices. All notices required or permitted to be given hereunder shall be in
writing and delivered either in person or by certified or registered first -class prepaid mail, return
receipt requested, to City or to Rotary at their respective addresses set forth below, or at such
other address, notice of which may have been given to the other party in accordance with this
paragraph:
City:
Rotary:
City of Carmel, Indiana
City Hall
1 Civic Square
Carmel, IN 46032
ATTN: Mayor
Carmel Rotary Club
P.O. Box 546
Carmel, Indiana 46082
ATTN: President
Any notice given in accordance with this paragraph shall be deemed to have been duly given or
delivered on the date the same is personally delivered to the recipient or received by the recipient
as evidenced by the return receipt.
6. Assignment. Rotary may not assign this Agreement or any of its interests
hereunder without the prior written consent of City.
7. Complete Agreement; Modifications. This Agreement represents the entire
agreement between City and Rotary regarding the subject matter of this Agreement and
supersedes any prior written or oral statements, representations, or understandings of any kind
regarding the subject matter hereof. No modifications shall be made to this Agreement except by
written agreement executed by City and Rotary.
8. Authorized Signatories. The persons executing this Agreement represent that
they have the requisite authority to bind the entity on whose behalf they are signing.
9. Partial Invalidity. If any term, covenant or condition of this Agreement is held to
be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any
other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable
provision had never been contained herein.
10. Governing Law; Construction. This Agreement shall be interpreted and enforced
according to the laws of the State of Indiana. All headings in this Agreement are inserted for
convenience only. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which shall constitute one and the same
Agreement. The provisions of this Agreement are intended to be for the sole benefit of the
parties hereto and their respective successors and assigns, and none of the provisions of this
Agreement are intended to be, nor shall be construed to be, for the benefit of any third party.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the date first above written.
3456487 2.DOCx
"CITY"
CITY OF CARMEL, INDIANA
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Printed Signature
Date:
"ROTARY"
By:
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ROTARY CLUB OF CARMEL INDIANA
Date: 1 5- Li
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