12156 Meridian Associates/ComRel/Jazz on the Monon Site •
LICENSE AGREEMENT
This License Agreement(the "Agreement") is executed this ON.dayof — �, J ro 2013,
by and between the City of Carmel, Indiana, by and through its Board of Public Works and Safety
("City") and 12156 Meridian Associates LLC (the "Licensor").
1. Grant. Licensor is the owner of that certain real estate located generally at the southwest corner of
West Main Street and the Monon Greenway in Carmel, Indiana, and more particularly depicted and/or
described on Exhibit A (the "Real Estate"). Subject to the terms and conditions of this Agreement,
licensor hereby grants to City a license (the "License") to retain temporary and periodic possession and
occupancy of the Real Estate.
2. Term. The term of the License shall: (a) commence on the date hereof; and (b) end on the date
that is one (1) year thereafter; unless earlier terminated in accordance with this Agreement; provided that
the License automatically shall be renewed for additional one-year periods unless terminated in writing by
either party at least sixty (60) days prior to the expiration of the then-current one-year period (collectively,
the "Term").
3. Use.
(a) Events. "Saturday Concert Event" shall mean the weekly public events: (i) held on select
Saturdays in the months of June, July, and August; (ii) commonly referred to as "Jazz on the
Monon"; and (iii) held and promoted by City in the area commonly known as the Carmel Arts and
Design District (the "Arts District"). "Special Event" shall mean irregular public events: (i) held
on various days of the week; and (ii) held and promoted by City in the Arts District. "Events" shall
mean, collectively, the Saturday Concert Events and the Special Events.
(b) Use.
(i) General. Licensor has granted the License for the sole purpose of allowing City to
perform all tasks and conduct all activities necessary or desirable for the Events, including,
without limitation, pedestrian use, parking, staging (including concert staging), and food and
beverage (including alcoholic beverage) sales, service, and consumption (the "Permitted
Use"). During each Event, City shall: (A) use and maintain the Real Estate in a good, clean,
1
W,xvar,Purr ilia•mini,. AW,E Elm DonmrnuUereemerd U,,mcArrecnYmaV2156 Meridian&rocs license Anemool 6-5-13.dxa
sightly, and safe condition; and (B) use the Real Estate only for the Permitted Use that
complies with all applicable laws, statutes, and/or ordinances, governmental rules,
regulations, guidelines, orders, and/or decrees. City shall not maintain, permit, or suffer any
nuisance to occur or exist on the Real Estate.
(ii) Saturday Concert Events. The License shall include the use of the Real Estate for all
Saturday Concert Events between the hours of 10:00 a.m. to 11:00 p.m. on the date of each
Saturday Concert Event, as well as stage set up each Friday preceding a Saturday Concert
Event and tear down each Monday following a Saturday Concert Event, without any prior
notice to Licensor.
(iii) Special Events. The License shall include the use of the Real Estate for all Special
Events between the hours of 5:00 a.m. and midnight on the date of each Special Event;
provided that City shall notify Licensor of each such Special Event at least fourteen (14) days
prior to the date of each such Special Event, which notice may be oral.
(iv) Vendors. At least forty-eight (48) hours before each Event, City shall notify Licensor of
the names of all vendors that will operate on the Real Estate during such Event. City shall
ensure that such vendors: (A) have all required licenses and permits, including, if applicable,
alcoholic beverage licenses; (B) maintain liability policies of insurance; and (C) name
Licensor as an additional insured on all such policies of insurance.
(c) Payments. For each Saturday Concert Event, City shall pay to Licensor the amount of Three
Hundred Fifty Dollars ($350.00). For each Special Event, City shall pay to Licensor an amount to
be determined by the parties for each such Special Event; provided that such amount shall be no
less than Six Hundred Dollars ($600.00) and no more than Seven Hundred Fifty Dollars
($750.00). Notwithstanding anything to the contrary set forth herein, no payment shall be due on
account of any Event for which City does not use any portion of the Real Estate, including,
without limitation, cancellation of any such Event for any reason or City's use of other real estate.
All payments by City to Licensor shall be made timely in accordance with state law and City
procedure. All amounts due under this Agreement by City shall be subject and subordinate to
City's obligations pursuant to all: (i) bonds; and (ii) installment contracts assigned to lenders to
secure financing; whether first arising before or after the date hereof.
2
\Va„aryrsl W,e,Ea,.-dnenUda\ME B,n\Mv Doeumemuagrten,em,wieree reemeni ll2I56 Menaiar.n.o.-Liwve kremxn L -13 dory
4. Charges. Throughout the Term, Licensor, at its cost, shall pay all: (a) general and special
governmental and utility assessments; and (b) real estate taxes; with respect to the Real Estate.
5. Insurance. City shall keep in full force and effect throughout the Term the insurance coverages
described on Exhibit B with respect to City's possession and occupancy of the Real Estate, which policy
shall name Licensor as an additional insured.
6. Default. If: (a) City fails to perform or adhere to any of its obligations or covenants under this
Agreement; and (b) such failure continues for five (5) business days after written notice from Licensor;
then Licensor may exercise any remedy available to it at law or in equity, including, without limitation,
terminating the License and this Agreement.
7. Assignment. City shall not: (a) assign or transfer this Agreement in whole or in part; or(b)grant a
sublicense or concession in connection with this Agreement; in either case without the prior written
consent of Licensor. This prohibition shall include any act that: (a) has the effect of an assignment or
transfer; and (b) occurs by operation of law.
S. Surrender. Upon the termination of this Agreement, City shall surrender the Real Estate to
Licensor, in the same order and condition as on the date hereof, ordinary wear and tear excepted; provided
that, on or prior to such date, City: (a) may remove all equipment, machinery, fixtures, supplies, and tools
located on or about the Real Estate; and (b) shall remove all furnishings, appliances, and other items of
personal property.
9. Indemnity. City shall indemnify and hold harmless Licensor and its officers, officials, employees,
agents, assigns, attorneys, and legal representatives from and against any and all claims, damages, losses,
and expenses (including, without limitation, attorneys' fees) arising from or connected with: (a) the use by
City of the Real Estate; and/or (b) the breach by City of any term or condition of this Agreement. The
terms and conditions of this Section shall survive the termination of this Agreement.
IC) . 9ATrn�ni Fog 0S9. :
A L6- gniret t.s Po W .+S t .e p.,. .v.'T,3 •.s, ' L Cr 4. n.e✓L&Ee. ,
Nb 1-•Aric rt. ITVAPJ 10 days /..Pfl L 6JCNT• Pio- M►wTs
u-ILL lrt. Tb : MLft\e ro A-1.Se•C"o7'tS GLG 4410es• ben sflt& T•
G� liy t_o4t MflA t1.tLt . vntlyta,t e n. tO L I• CAr't L, re-)
032.
3
\Vss.mppsllaser d"a-adounVAME Ba_sskhly Doctimeths As.en¢ouVicerocAvecmcrosll2156 Metldian M1s5oce licanx A;reeman 6-5-Ilooex
10. Notice. Except as expressly stated to the contrary herein, any notice given pursuant to this
Agreement shall be in writing, and shall be deemed to have been given when: (a) delivered in person to
the other party; (b) sent by facsimile, with electronic confirmation of receipt; or (c) sent by national
overnight delivery service, with confirmation of receipt; addressed to City at City Hall, 1 Civic Square,
Carmel, Indiana 46032, Facsimile: 317-844-3498, Attn: Mayor James Brainard, with a copy to Douglas
C. Haney, Esq., City Attorney, City Hall, 1 Civic Square, Carmel, Indiana, Facsimile: 317-571-2484; and
addressed to Licensor at (1.)Sc. N • M:rn%a r4N S r r e&Q4%4(�, TnJ 91h.43_
Facsimile: 31?—5?S- 1 S 3
11. Authority. Each of the undersigned persons executing this Agreement on behalf of City and
Licensee represent and certify that: (a) he or she is empowered and authorized by all necessary action of
City or Licensee, respectively, 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 has been authorized by City or Licensee, respectively.
12. Miscellaneous. This Agreement constitutes the entire agreement between City and Licensee with
respect to the subject matter hereof, and may be modified only by a writing signed by both City and
Licensee.
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. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Indiana. All exhibits are attached hereto and incorporated herein.
4
WsmappcINucr dais..AminLLAW\F.Ila,sUMh DocumuusVs2recnicnssUiccoscAgreemenul1215G Meridian Mats licruse Acnemni 6:5-13Aoca
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth
above. Z
vel
Approved and Adopted this, f day of , 20 13 .
CITY OF CARMEL, INDIANA LICENSOR:
By and through its 12156 ME N ASSOCIATES LLC
Board of Public Works and Safety
BY:
st C h fi-R 1 E-5 Lin Z A-ez ig
es Brainard, Pres" in 'cer Printed Name
Date:
Mf)-NA43 a mernDEle
Title
Date: (o CI--17j
y An urke, Member
Dae: -7 - 3- S3
Lori S. W s n, ember
Date: 7 T.3 5
ATTES •
ana Cordray, IMCA, Clerk-Treasurer
Date: 7-3 - /3
5
WnvnrysPua,Jan-adimML VAE Ilas-MMy Documen¢\Agreemenns liens eAmmanemM12156 Meridian Acmes llccrce Agrecmeni 6 5-11 doer
.
Is; o f? :
3 o C.<
CD i
•
o I
rt. I . -. •_:��
o -
F . ._
r~ r
Q 1 = t� _
-
d y' 'd
C, 3r.
•
m
'n
1 • a n •
..3 l
9
n , `J_ .✓
CD ( ' i!...] - •
CL
1 E.S;g 3tt1 pNe 14
et I al "al. '
O � . .
1 -s
9a
n N g . j i$;cm,*Jo j
-T.R
al 7
xO I r El
.'
f�
O I a ag
o z
,01
•
3 i s.si
a) I ia -
� - at.
AA •
1 '
- .a
n
iv t ' G.
.Tr, m 1th.
a
• i.'y •3A:+ISM ft2S aay'+l I o 4%134 ii
ia g
da 3 3•
g if
A: c 6 d
f.
,i) g „,
m rtt
if. : tini,-;:k f .,
11. ...c, , :.
if gi '8 5
51-
o',� t d ti 4 ti re F n S.m Jy
pa ur7 a6uey S 3 M 3)a
1 a) as= r1CWens ,