License and Hold Harmless Agreement - City of Springfield

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License and Hold Harmless Agreement - City of Springfield

TEMPORARY NON-EXCLUSIVE LICENSEAND HOLD HARMLESS AGREEMENTFIVE YEAR LICENSEAGREEMENT made this __ day of ______, 20XX, byand between the CITY OF SPRINGFIELD, a municipalcorporation with its principal offices at 36 Court Street,Springfield, Massachusetts 01103 (“Licensor”), and________________________________, a _____________________[Partnership / Corporation / or Individual], with aprincipal place of business [or if an Individual, aprinciple place of residence] at_______________________________,______________________,Massachusetts ______ (“Licensee”).RECITALSWHEREAS, the Licensor is the owner of a certainreal property known as __________________________,Springfield, Massachusetts (“the Property”), that has beenmade available for public use pursuant to Springfield CityOrdinance Title 7, Chapter 7.70; andWHEREAS, the City of Springfield and theSpringfield Redevelopment Authority promotes and encouragesthe responsible use of Community Gardens within itsborders; andWHEREAS, Garden Entities are groups of peopleoperating a community gardens, or Micro Enterprises withthe purpose of establishing and maintaining communitygardens or residential gardens; andWHEREAS, Licensee is a Garden Entity and wishesto conduct Community Gardening activity at the Property;andWHEREAS, the Parties wish to memorialize in thisAgreement the terms by which the Licensor allows Licenseepermission to enter upon the Property to conduct CommunityGardening activities in accordance with Springfield CityOrdinance Title 7, Chapter 7.70; andNOW THEREFORE, for good and valuableconsideration, the receipt and sufficiency of which ishereby acknowledged, the Parties intending to be legallybound hereby agree as follows:


F. In the event that the Licensor determines thatthe Licensee, or any of its agents haveexhibited behavior detrimental to the health,safety, and welfare of the public andsurrounding neighborhood while entering theProperties and performing work in accordancewith the terms and conditions of this agreement,or in the event that the Licensee fails tocoordinate or cooperate with City Departments asset forth in this Agreement, the Licensor shallbe allowed to terminate this agreementimmediately, and shall provide written notice oftermination to the Licensee within seventy-two(72) hours.G. Licensee agrees that all work performed at theProperties in accordance with the terms of thisagreement, shall be performed fully free ofcharge and provided at no expense to theLicensor. The Licensee shall faithfully andcompletely perform and observe all of the termsand conditions of this License. Licensee agreesto incur the full costs associated with all workperformed at the Properties in accordance withthis agreement and Springfield City OrdinanceTitle 7, Chapter 7.70.H. The Licensee shall return the Property to thesame condition and degree of cleanliness orbetter that it was in prior to the commencementof the use promptly at the expiration ortermination of this License (reasonable wear andtear excepted), and shall remove any item(s) ofproperty left or placed in or on the Property byLicensee promptly at the expiration ortermination of this License.2. Access RightsSubject to the terms and conditions of this Agreementand expressly contingent upon the execution anddelivery of all documents called for herein, Licensorshall allow Licensee access to the Property for thepurposes stated herein for a period of FIVE (5) yearsfrom the date of this Agreement. The License shallnot be valid for any other dates without a written


amendment to this Agreement signed by all partieshereto.3. Relationship of the PartiesIt is understood and agreed that Licensee and Licensorshall in no event be construed or held to be partners,associates, affiliates, joint venturers or otherrelated entities, or enterprises of Licensor in theconduct of Licensee’s business, and that therelationship between the Parties is, and at all timesshall remain, that of Licensor and Licensee.4. InsuranceLicensee hereby agrees to provide at all times andmaintain at its own expense public liability insurancein the form of a commercial or comprehensive generalliability polity, or an acceptable substitute policyform as permitted by the City, with a minimum combinedsingle limit of 100,000.00 individual and 300,000.00aggregate for any one occurrence and suitable autocoverage and such other insurance as applicable (thecoverages required herein shall be subject to reviewand approval and change from time to time by theCity), with the City listed as an additional insured,with companied authorized to do business inMassachusetts and having such terms and conditions asare approved by the City. The City reserves the rightto waive the Insurance requirements.5. Indemnification and LiabilityA. Licensee, its agents, successors, assigns, andtransferees agree to indemnify, provide thedefense of, reimburse and hold harmlessLicensor, its officers, officials, employees,servants, agents, and contractors from andagainst all costs, claims, actions,liabilities, damages, expenses, medicalexpenses, causes of actions, suits, orjudgments by or on behalf of any person orpersons, firm or firms, corporation orcorporations, or any other business entity, orany governmental authority arising from anyloss, injury or damage of any kind, to personsor property, from whatever cause, arising out


of Licensee’s use of the Property, or any actor omission of Licensee, its successors,assigns, or transferees arising out of orrelating to the use of the Property by theLicensee, or any other person or organization,arising from, incident to or connected in anyway with the use of the Property for thepurposes under this Agreement.B. Prior to being allowed to enter upon theProperties, the Licensee and all of its agentswho are entering the Properties shall sign aRelease (attached to this agreement as ExhibitA) waiving any and all rights and claims againstthe Licensor for any injury suffered at theProperties. Copies of all signed releases and alist of names of the individuals entering uponthe Properties shall be provided by the Licenseeto the Licensor prior to the Licensee performingany work at the Property. Failure to comply withthis section shall have the effect ofimmediately terminating this agreement.6. No Interest in Real EstateThis Agreement does not grant Licensee, itssuccessors, assigns, or transferees any interest,legal or equitable, in the Property, and thisAgreement shall become null and void and without legaleffect if it is recorded in any registry of deeds, anyland registration office for any registry district orin any municipal clerk’s office.7. Successors and assignsThe Agreement hereunder is personal to Licensee andany attempted assignment or sublease by Licensee,without the prior written consent of Licensor, shallimmediately and automatically terminate thisAgreement. Licensee shall not assign any interest inthis Agreement or transfer any interest in the same,whether by assignment or novation without the priorwritten consent of Licensor, which consent Licensormay withhold in its absolute discretion.


8. Compliance with LawsLicensee, its successors, assigns, transferees, andits subcontractors, agents, consultants, partners,associates, successors, assigns, legal representativesand employees shall comply with all applicable laws,regulations, rules, ordinances, and regulations, asamended, promulgated by all federal, state and locallegislatures, boards, bureaus and agencies and obtainall necessary permits and or licenses required by lawfor the purposes of this Agreement.9. Applicable Laws and Exclusive ForumA. The laws of the Commonwealth of Massachusettsshall govern the validity, interpretation,construction, enforcement and performance ofthis Agreement without regard to conflict oflaws principles.B. The Parties hereto expressly agree that the soleand exclusive place, situs and forum of thisAgreement shall be Springfield, Massachusetts.All claims, actions and legal proceedings whichin any way arise under or relate to thisAgreement shall be solely and exclusivelybrought, heard, conducted, prosecuted, tried anddetermined within Springfield, Massachusetts.It is the express intention of the Parties thatthe exclusive venue of all claims, actions andlegal proceedings of any nature whatsoever whichin any way arise under or relate to thisAgreement shall be either the Superior CourtDepartment of the Trial Court of theCommonwealth of Massachusetts sitting in theHampden County Hall of Justice, Springfield,Massachusetts or the United States DistrictCourt for the District of Massachusetts sittingin Springfield, Massachusetts.10. HeadingsThe captions to the several parts of this Agreementare for convenience only and are not to be consideredin construing this Agreement.


11. Extent of AgreementThis Agreement constitutes the entire understandingbetween Licensee and Licensor and any prior andcontemporaneous agreements and representations arehereby superseded.{signature page to follow}


IN WITNESS WHEREOF, the Parties have hereunto caused thisAgreement to be executed the day and year above firstwritten.Licensor, CITY OF SPRINGFIELDBy: Domenic J. Sarno, MayorDate:Approved as to form:_Name:Title: Associate City SolicitorLicensee, _________________________________________________Name:Title:Date:Witness_______________________________Name:Date:


EXHIBIT A


RELEASE OF ALL CLAIMS1. My name is ________________________ and my address andusual place of service is___________________________________, Massachusetts. I am anagent of __________________________________, (“GardenEntity”). I acknowledge that I am not and have not been anemployee or agent of the City of Springfield,Massachusetts.2. In consideration for being allowed permission to enterupon the property known as __________________, Springfield,Massachusetts (“the Property”), the receipt whereof ishereby acknowledged, I hereby remise, release and foreverdischarge the CITY OF SPRINGFIELD from all debts, demands,actions, causes of action, suits, accounts, covenants,contracts, agreements, damages, and any and all claims,demands and liabilities whatsoever of every name andnature, both in LAW and in EQUITY, against the said CITY OFSPRINGFIELD or its heirs and assigns, which I now have orever had from the beginning of the world to this date, andmore especially I agree to indemnify hold harmless the CITYOF SPRINGFIELD from any and all claims arising from myentry onto the Property and the work I perform thereon inaccordance with the License Agreement between the CITY OFSPRINGFIELD and the Garden Entity.3. It is expressly understood that this release is in noway an admission of any liability on behalf of the CITY OFSPRINGFIELD.4. I acknowledge that I am { over / under }18 years ofage, that I have read this Release, that I have understoodit, and that I have full authority to execute thisagreement on my own behalf.Witness my hand and seal on this ____ day of _______, 2012._________________________Signed in the presence of:__________________________Witness

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