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HomeMy WebLinkAboutLouisville Orchestra (7-4, 7-11, 7-18 & 7-25)85-13-2009 18:12 LUUISVILLEORCHESTRA 5Q25897870 ~ ~ ~ ~`~ ~0~ ~~ ,~~ ~ L~ t.~ [ S V r ~, ~. E C. O1~CHESTRA 1-ilGH PERF(7RMANCE 1 FAX Rate: 5/13/x009 5:55 PM Fram: Rgbert A. 6irman, Chief Operating Officer Contact: (502) 585-9414 {direct) (5t~2} 589-7870 rbirman~?louisvilJeorchestra.ora TO: REV KNIGHT 812.2$5.64$1 PAGE1 PeV: I made some slight changes only to the large paragraph In the opening bit here. Wlll that work for yau? No changes to all the other items.... '-Rob Birman 05-13-2009 18:12 LOUISUILLE~RCMESTRA 5025897870 PAGE2 DRAFT 2009 LICENSE AGREEMENT t,ICENSEE: THE LOiUISYILLE ORCHESTRA, INC. pppRE~: 323 Broadway Street, Suite 700, LOUISVILLE, KY 40202 PROf+>E:RTY: RiverStage (c/o Beverly Knight) ]effersonville Parks and Recreation 500 Quartermaster Court Roam 205 Jeffersonville, IN 47130 si2.285.64aD 812.285.6481 Fax TERM OF LICENSE: July 2009 SCOPE DF LICENSE AGREEMENT: t=our (4} Orchestra Concerts in 2009, as fflllows: Saturday, ]uiy ~, 2009 - Ss00 p.in. [Independence POps]* Saturday, ]uly il, 2009 - 7:00 p.m. [S:+mmer Classics Series Satutr+day, ]uly 18, 3009 - 7:00 p.rn. [Summer Classics Series] Saturday, ]u!y 25, 2009 - 7:00 p.m. [summer Classics Series] * tlminq of 7aty 4 event tv totnctde with Loulsvllle ftrtcs display TERMS: The Gity of ]effersonville and the Louisville Orchestra agree to permit the use of RiverStage in ]uly 2D09, free of rent, in recognition of the mutually beneficial public relations benefits inuring to both entities, It is understood and agreed that, given the Substantial fixed costs to presenting the Orchestra, the Louisville Orchestra wilt produce its concerts for the public under a "general admission" (i.e. unreserved Seating) free admission structure in return for reciprocal benefits and payments as outlined below. The Louisville Orchestra may invite audience members to make a "suggested donation" at each event for the purpose of defraying direct costs. In addition, RiverStageJCity of Jeffersonville will prpvide 1009/0 of its share of revenues associated with Sales of food and beverages by third party vendors for each Orchestra performance date in a good faith effort to subsidize Year ©ne events far this new Collaboration, RiverStagelCity of 3effersonville will also entertain select requests far partial subsidy of guest artist expenses, not to exceed $5,000 for the entire series. Orchestra series sponsorships, if any, shall be subject to approval by the Department of Parks and Recreation in advance (not tC be unreasonably withheld), and any and all gifts raised exclusively by the orchestra in support of this concert series shah be held and kept by the Louisville Orchestra exclusively. RiverStage and xhe City of Jeffersonville shall retain the same nghtS for $ponsorShfps of their awn, and it is agreed and understoodtha~jocntycaTtse Or hestratal IansOand RiverStageJCtty of Jeffersonville Sponsorships shall be given first p P expects to make use of the permanent lighting and sound equipment associated with RiverStage, not limited to public address systems and concert performance sound/lighting support systems, rent Free. Direct tabor Charges incurred by the City Of 3efferSOnville may be subject to shared responsibility, subject to negotiation and at the distretion of Che City of ]effersonville, provided that estimates are provided to the Orchestra, and agreed by the mutual parties, For $aid expenses on or before May 15, 2009. RlverStage/City of ]effersflnville acknowledges that the Orchestra may reserve seating sections {l.e. general admission seating not available in these designated areas) to accommodate limited spian5orship agreements. Such use shall be declared, In advance, to the Qepartment of Parks and Recreation. RlverStage/city of ]effersonvilie shall assume afi responsibility for the provision of public toilets, emergency services, etc. It is agreed and understood that the City of Jeffersonville will coordinate all food and beverage concessions related to RiverStage. 106 05-13-2999 18:13 LDUISUILLEC~2CHESTI2~1 5025897879 ~GE3 INSURANCE: See attached Terms and Conditions for requirement. This License Agreement is granted by the City of ]efferspnville ("City of ]etfersonville"), and is conditioned on the LlCensee's continued compliance with the Terms and Conditions attached hereto and incorporated herein by reference. It constitutes the complete agreement by and between the parties with respect to the use granted. APPROVED AS TO FORM: ~ ~ THE C Oh 7EFFE NYI , /IN BY: ~'~~ Beverly Knight pss#. Superintendent of pecial Tsvents DATE' S g ~ ~ -~- -- LICENSEE: The Louisville Orchestra, Inc. BY:, -- TITLE: Chief Executive pincer DATE• TAXPAYER ;IDENTIFICATION NUMBER (TIN) 61-60(}Ot}'~34 TERMS AND CONDITIONS i. GENERAL TERMS In eonsiderati0n for the granting of this License, the Licensee hereby agrees to abide by the Terms and Conditions set forth herein. A. Licensee hereby agrees and accepts the fact that a l.ioense for temporary use of public property hereunder is in no way to be construed as implying the granting of long-lasting or permanent tenure over the public property. B. Licensee agrees that its use will not affect the rights or interest of other public or private entities, which may in the past, present or future co-exist on that portion of the public property, which is the subject of this Agreement. C. Licensee agrees that any work required or performed pursuant to this Agreement is to be done in accordance with City of 3effersonville standards and specifications. ~"he Licensee further agrees that any and all work tti be performed on the subject property shall have the approval and authorization of the director of the pepartment of Public Works of the City of ]efFersonvitle, as weU as of the head of the agency granting this License. D. Should the Gty of ]effersonvllle direct that this License Agreement be terminated, revoked or pncelled, as provided herein, it shall be the responsibility of the Licensee to remove within twenty-four (24} hours of notice of such termination, revocation or tanCellativn, all improvements or ZofS 05-13-2009 18:13 LOUISUILLE~2CI~STRA 5025897870 PAC~E4 installations placed on the property and to restore the property to its Condition just prior to the Licensee's use at the Licensee's sole expense, if the City of Jeffersonville so directs. E. Licensee agrees that any construction, installation or maintenance work it does on the subject property under this Agreement shall be done in such a manner as to promote. and preserve public Safety and welfana and with a minimum of disruption and interference With the free flow of vehicular and/or pedestrian traffic over the sub}ect property. f. Licensee agrees to comply with ail federal, state and local statutes, ordinances, rules and regulations which may pertain or apply to public right-of-way or lands ar Co its use of the premises and to not permit any nuisance or disturbance to occur upon the premises G. Licensee shall use the encroached property solely for the purpose described under Scope of License Agreement above and no other activities may be conducted an said encroached property without the prior written approval of the City of Jeffersonville. H. Licensee shall, at its expense. keep in goad order, condition and state of repair the above-mentioned property during the period of its own use of property under this Agreement. Licensee shall make no alterations to, nor make any improvements on, the encroached property without the prior written approval of the Gity of 3effersonville. I. The Glty of Jeffersonville retains the full right and authority to enter, inspect and view the encroached property. ]. The parties agree that the City of Jeffersonville may waive the performance of any items, Conditions and covenants herein, provided that such waiver shall not be construed or deemed a continuing waiver of the same or any subsequent conduct which may constitute a default of any provision. Any amendments or modifications to this License Agreement must be in writing and signed by both parties. K. The City of Jeffersonville and Ucensee, by execution of this License Agreement, hereby warrant and represent to each other that they are duly organized, validly existing, are qualified to da business in the State of Kentucky andjor Indiana, have full right, power and authority to enter into this License Agreement, and that each person signing on behalf of the Crty of Jeffersomville and Licensee is authorized to do so. t. If any provision of this License Agreement shall be dedared invalid or unenforceable, the remainder of this License Agreement shall continue In full force and effect. M. T'he Covenants, Conditions, warranties and agreements made and entered into by the parties hereto are declared binding on, and shall inure to, the benefits of their respective heirs, successors and representatives. N. This Ucense Agreement represents the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior negotiations and agreements relative thereto. The language in all parts of this License Agreement shall to all cases be Construed as a whole according to its fair meaning and not strictly for or against either the City of Jeffersonville or Licensee. D. This Agreement shall be governed by and construed in accxirdante with the laws of the State of Indiana. In the event of any proceedings regarding this Agreement, the parties agree that the venue shall be Che state courts of Indiana pr the V.S. District Court for the Western District of Kentucky, l,.ou'ssvilie Rivision. Ali porkies expressly consent to personal jurisdiction and venue in suth Court for the limited and soie purpose of proceedings relating to this Agreeement ar any rights or 3af5 05-13-2009 18:13 LAUISUILlE~2Cl-ESTi~I 5025897870 PACES obligations arising thereunder. Service of process may be accomplished by following the procedures prescribed by law. II. LIABILITY AND INDEMNITY A. The Llcensee shall indemnify, hold harmless, and defend the City of Jeffersonville, its employees, agents and successors in interest from all claims, damages, lasses and expenses including attorneys' fees, arising out of or resulting directly from the Licensee's (or Licensee's subcontractors, if any) performance or breach of the contract provided that such claim, damage, loss, or expense is: (1) attributable to personal injury, bodily injury, sickness, death, ar to injury to or destruction of property, including the loss of use resulting there from, or breach of contract, and (2) not caused by the negligent act or omission ar misconduct of the City of Jeffersonville or its elected and appointed afFcials and/or employees acting within the scope of their employment. B. Ucensee shall purchase at its own cost and maintain Commercial General Liability insurance, With a $1,000,000 Combined Single Umlt for any one Occurrence and $2,000,000 aggregate for Bodily Injury, Personal Injury and Property Damage, including Premises-Operation Coverage, Products and Completed Operations and Personal Injury. Licensee shall furnish proof of insurance to City of ]effersonville within sixty (fi0) days of approval of this License Agreement, and at each renewal period. The city of ]effersonviHe shall be named as an additipnal insured under the Licensee's Commercial General Liability policy, and this wording shalt be stated an the required proof of insurance via a Certificate of Insurartte. The Certificate of insurance shall be fur»ished to: Jeffersonville Parks and Recreation Department, S00 Quartermaster Court, Room 205, Jeffersonville, IN 41130. C. The City of Jeffersonville assumes all legal obligations assodated with the sale of alcoholic beverages and shall indemnify, hold harmless, and defend the Louisville Orchestra, Its employees, agents and successors in interest from all claims, damages, tosses and expenses including attorneys' fees, arising out of or resulting directly or Indirectly from the Gty of ]effersonville`s (or City's subcontractors, if any) sale of alcoholic beverage at Louisville Orchestra events. The Louisville Orchestra does not have, and shall not be required to have, liability coverage for the sale of alcoholic beverages. ~I. TIERMINATI4N A. fo~Cause. If, through any cause, Licensee shall fail to fulfill Its obligations under this License Agreement, or, if it shall violate any of the covenants, terms or conditions herein, and !f such failure or violations should continue for a period of thirty (30) days after written native of such is given by the City of 7effersonvllle to Licensee, the City of ]effersonville shall thereupon have the right tQ terminate this License and spedfy the effective date thereof, Upon such termination, Ueensee shall not be entitled to any compensation from the City of Jeffersonville, including but not limited to replacement value or fair market value of any improvements placed on the property. If, after termination for Cause, it is determined that Licensee has not failed tG fulfill Its obligations under this License Agreement, the termination shall be deemed to have been effected for the convenience of the City of ]effersonvflle. B. It i5 expressly recognized by Licensee that notwithstanding its expense for improvements and alterations to public right-of--way or land, the Clty of 3effersonville shall have the express right to terminate this Ucense Agseement, for cause, without compensating Licensee in any manner, including, but not limited to, replacement value or fair market value of any improvement placed on this property, including lasses ar damages that may be suffered by Licensee as a result of noncompliance with the City of Jeffersonville coning district regulations. p. Licensee shall have the right to terminate this License Agreement at any time for cause or at will by giving notice in writing to the Clty of Jeffersonville at least sixty (60) days prior to the termination date. 4of5 05-13-2@09 18:14 LUUISUILLEORCHESTRFI 5025897870 pq(,~E6 IV. ASiSIGNABILIYY This License Agreement does not Convey a permanent interest in public property or lands and does not run with the land. Accordingly, the Licensee shalt not transferor assign any right or interest in the Agreement. Any attempt to assign or transfer the Agreement shalt be Considered a substantial breath and shall render the Agreement a nullity. y. EMPLOYER/EMPLQYEE RELATIONSHIP It is expressly understood that an employer/employee relationship is not treated by this Agreement nor does it cause Licensee to be an officer or ofFicial of the trity of ]efFersonvitte. By executing thi$ Agreement, the parties hereto certify that its performance will not Constitute or establish a violation of any statutory or common law principle pertaining to conflic# of interest, nor wilt it cause unlawful benefit or gain to be derived by either party. SofS