SAMPLE_License_Agreement_between_City_of_New_Haven_and_respondent.pdf

LICENSE AGREEMENT

2026-RE-[ ]

THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of the first day of June, 2026 (the “Effective Date”), by and between the CITY OF NEW HAVEN, a municipal corporation organized and existing under the laws of the State of Connecticut with a mailing address at 165 Church Street, New Haven, Connecticut 06510 (the “Licensor”) and “SELECTED RESPONDENT” (the “Licensee”).

BACKGROUND

Licensor is the owner of a parcel of land known as Bus Kiosk, Chapel Street, New Haven, Connecticut 06510, which parcel of land is more particularly shown delineated on Exhibit A attached hereto and made a part hereof (the “Licensor’s Property”).

Licensee has requested the use of a portion of Licensor’s Property for the purposes of providing ______________, and the City has agreed to license a portion of Licensor’s Property to Licensee for such purpose, upon the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, Licensor and Licensee hereby agree as follows:

1. License.

(a) Licensor hereby grants to Licensee the exclusive right to use that portion of Licensor’s Property shown edged in red on Exhibit B attached hereto and made a part hereof (the “Licensed Space”) for the sole purpose of the hospitality and entertainment event business operated by Licensee (“Licensee’s Business”). For the purposes of this Agreement, it is agreed and understood that Licensee’s Business shall conform, in all material respects, with the description thereof attached hereto as Exhibit C and made a part hereof.

(b) It is agreed and understood that Licensee shall observe, or cause to be observed, all reasonable rules now or hereafter promulgated by Licensor with respect to use of the Licensed Space (provided that such rules do not materially interfere with Licensee’s Business) and that Licensor and/or any employee or agent of Licensor shall, at reasonable times and upon reasonable notice (or at any time, without notice, in case of an emergency), have full and unimpeded access to the Licensed Space in order to carry out such inspections or such engineering, construction work and/or maintenance (whether with respect to the Licensed Space, or any surrounding public right of way) as Licensor may reasonably consider necessary or desirable.

(c) Licensee and Licensee’s employees, agents, guests or other such permitees of Licensee shall gain access to and/or egress from the Licensed Space at the locations marked on Exhibit B as “Front Entrance” and “Back Entrance” by way of non-vehicular access over portions of Licensor’s Property which are not included within the Licensed Space, abutting Chapel Street or the New Haven Green, respectively.

(d) It is further agreed and understood that use of the Licensed Space for the purposes set forth in this Agreement shall cease not later than

(e) Licensee shall not erect or permit the erection of any advertising signage or other such promotional material visible for any public right of way, whether within or outside the Licensed Space, without the express prior written consent of Licensor.

2. Term.

(a) Subject to the provisions of Paragraphs 2(b) below, the term of this Agreement shall continue for a period of one (1) year from the Effective Date (the “Term”).

(b) Notwithstanding the provisions of Paragraph 2(a) above, it is agreed and understood that this Agreement shall automatically terminate upon the occurrence of any of the following:

(i) a material default by Licensee with respect to any of Licensee’s obligations hereunder, where such default is not cured within ten

(10) days of Licensor delivering to Licensee written notice thereof;

(ii) ninety (90) days written notice from either Licensor or Licensee to the other, terminating this Agreement.

3. Noise and Lighting.

(a) Licensee shall comply with all local, state and federal laws, codes and regulations pertaining to hours of operation, noise, disturbances and lighting in Licensee’s use of the Licensed Space. Further, without prejudice to the generality of Section 1(b) above, Licensee acknowledges that Licensee shall comply with all reasonable rules now or hereafter promulgated by Licensor relative to noise and/or lighting at or around the Licensed Space.

(b) Any sound system or other form of amplification of sound used by

Licensee at the Licensed Space shall comply with any and all applicable ordinances or regulations and shall be subject to additional rules imposed by Licensor, to the extent necessary to prevent undue disturbance of neighboring businesses or residents.

(c) All lighting provided by Licensee on or around the Licensed Space shall be installed in such a manner as to minimize any disturbance to neighboring businesses or residents.

4. License Fee. Licensee shall pay a license fee in the amount of ___________ payable upon the Effective Date.

5. Equipment. Licensee shall be solely responsible for the acquisition of all electronic or other equipment necessary to deliver the selected use(the “Equipment”) for deployment and maintenance of the Equipment and for removal of the Equipment upon termination of this Agreement howsoever determined.

6. Furniture.

(a) Licensee may furnish the Licensed Space with tables, chairs and such other items as Licensee may consider necessary or appropriate for the conduct of Licensee’s Business (the “Furniture”) which Furniture may be arranged and rearranged within the Licensed Space as Licensee may consider optimal for the purposes of Licensee’s Business. All the Furniture shall be and remain the sole personal property of Licensee and shall be removed from the Licensed Space upon the termination of this Agreement, howsoever determined.

7. Construction.

(a) Except with the express written consent of Licensor (to be granted or withheld in the absolute discretion of Licensor) Licensee shall not carry out any construction work within the Licensed Space. Any other proposed temporary structure or structures shall be subject to review, if appropriate, by the Office of Building, Inspection & Enforcement.

(b) Licensee shall obtain complete waivers of mechanic’s lien rights from all personnel performing work or supplying materials on Licensee’s account at the Licensed Space and shall be responsible for the prompt release from record (by bond or otherwise) of any such liens which may be recorded.

8. Compliance with Laws.

(a) Licensee shall be responsible for compliance with all laws, codes and regulations (federal, state or municipal) with respect to Licensee’s use of the Licensed Space, including (without limitation) all environmental laws and regulations. Licensee shall be responsible for ensuring that there is no disposal or leakage from the Licensed Space of any wastewater, chemicals, oil or other such environmentally damaging substances into the ground or storm drains. Licensee shall be responsible for obtaining any permits and/or approvals (zoning, building, health, etc.) that are required under all laws, codes and regulations (federal, state or municipal) with respect to any activities carried out by Licensee within the Licensed Space.

(b) Licensee shall keep the Licensed Space free of all trash, litter, rubbish, garbage or other waste materials. Licensee shall not commit any waste within the Licensed Space shall keep the Licensed Space in a clean and safe condition. Licensee shall be responsible for the cost of any repairs with respect to the Licensed Space carried out by Licensor, where such repairs were necessitated by Licensee’s misuse of the Licensed Space contrary to the terms and conditions of this Agreement.

9. No Representation by Licensor. Licensee acknowledges that Licensor has not made any representations or promises whatsoever with respect to the Licensed Space and/or the suitability of the same for Licensee’s Business. The use of the Licensed Space by Licensee pursuant to this Agreement shall be conclusive evidence that Licensee has accepted the same in the condition existing as of the Effective Date (the “Existing Condition”).

10. Assignment and Subletting. This License is strictly personal to Licensee, and any purported alienation of any of the rights herein contained, which shall include the sharing of the Licensed Space with any third party (other than in pursuance of Licensee’s Business) shall result in the automatic termination of this Agreement.

11. Licensee’s Obligations Upon Termination.

(a) Upon the expiration or earlier termination of this Agreement, Licensee shall be responsible for restoring the Licensed Space to the Existing Condition. In particular (but without limitation) this shall entail removal of the Equipment and the Furniture.

(b) In the event that Licensee shall fail to carry out Licensee’s obligations under Paragraph 11(a) above, then without prejudice to any other rights or remedies which may be available to Licensor, it is hereby agreed, stipulated and understood that Licensor shall be permitted to carry out such work, in which event Licensor shall be entitled to dispose and dispose of the Equipment and the Furniture in such manner as Licensor shall reasonably determine.

12. Indemnification. Licensee hereby agrees to defend, indemnify, and hold harmless Licensor, and Licensor’s officers, agents, servants, and employees, from and against any and all actions, lawsuits, claims, damages, losses, judgements, liens, costs, expenses, and reasonable counsel and consultant fees sustained by any person or entity (“Claims”), to the extent such Claims are caused by the acts, errors, or omissions of Licensee or their respective employees, agents, or subcontractors, directly or indirectly arising out of, or in any way in connection with, any use of Licensor’s Property (including, without limitation, the Licensed Space) pursuant to this Agreement.

13. Insurance.

(a) Licensee shall purchase from and maintain, with a company or companies with an A- or greater A.M. Best & Co. rating acceptable to Licensor and lawfully authorized to do business in Connecticut, such insurance as will protect Licensor and Licensee from claims which may arise out of or result from use of Licensor’s Property by Licensee and/or all those who may use or enter upon Licensor’s Property under this Agreement for which Licensee may be legally liable, whether such use be by Licensee a subcontractor, or a sub-tier contractor, or by anyone directly or indirectly employed by either of them, or by the invitees or permittees or any such entity.

(b) Licensee shall not act nor permit any actions on or at Licensor’s Property which are or may be contrary to law or which will invalidate or be in conflict with any policy of insurance at any time carried by or for the benefit of Licensee with respect to Licensor’s Property.

(c) Without prejudice to the generality of Section 14(a) above, Licensee shall obtain and maintain Commercial General Liability coverage including:

(i) a combined Bodily Injury and Property Damage Limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the General Aggregate.

(ii) Fire Damage Legal Liability Limit of no less than One Hundred Thousand Dollars ($100,000).

(iii) Medical Payments Liability Limit of not less than Five Thousand Dollars ($5,000).

(d) This limit of liability can be provided by a combination of an Umbrella and/or Excess Liability policy(ies).

Coverage must include the following endorsements:

(i) Blanket Contractual Liability for liability assumed under this

Agreement;

(ii) Severability of Interests; and that the insurance provided is to be primary for Licensor, and all other indemnities named in this Agreement.

(e) Licensee must carry Workers’ Compensation insurance as follows:

(i) Coverage A – Statutory Benefits Liability imposed by the Workers’

Compensation and/or Occupational disease statute of the State of Connecticut and any other governmental authority having jurisdiction.

(ii) Coverage B – Employer’s Liability – Limits of not less than One Hundred Thousand Dollars ($100,000) per accident; One Hundred Thousand Dollars ($100,000) bodily injury per disease/employee; Five Hundred Thousand Dollars ($500,000) policy by disease.

(iii) Extensions of Coverage Other States Endorsement Amendment of the Notice of Occurrence Thirty (30) day written notice of cancellation, non-renewal.

(f) The insurance required pursuant to this Section 14 shall be written for not less than the limits of liability specified herein or as required by law, whichever coverage is greater. Insurance coverage written on an occurrence basis shall be maintained without interruption throughout the Term from the Effective Date. If liability coverage is written on a claims-made basis, “tail” or “extended reporting period” coverage will be required at the expiration of the Term for a duration of twenty-four

(24) months, or the maximum time period reasonably available in the marketplace. Licensee shall furnish certification of “tail” coverage as described or continuous “claims-made” liability coverage for twenty-four (24) months following the expiration of the Term. Continuous claims-made coverage will be acceptable in lieu of “tail” coverage, provided its retroactive date is on or before the Effective Date. If continuous claims-made coverage is used, Licensee shall be required to keep the coverage in effect for the duration of not less than twenty-four (24) months from the date of expiration of the Term or, if appropriate, from earlier termination of this Agreement.

(g) For all policies required hereunder Licensee hereby waives (or shall cause to be waived) subrogation against Licensor and any and all other indemnitees pursuant to Section 13 of this Agreement, and shall name Licensor as Certificate Holder and, except for Worker’s Compensation, an additional insured. Further, each such policy shall provide that the insurance company will endeavor to give a minimum of thirty (30) days’ written notice to Licensor prior to any modification or cancellation (except for reason of non-payment of premium which shall be ten (10) days’ notice) of any such insurance coverage and such notice shall be directed to Licensor in accordance with the notice provisions of the Agreement. Licensee shall furnish Licensor with the insurance policy(ies) and corresponding Certificate(s) of Insurance evidencing that it has complied with the obligations of this Section 14 on an arrival basis, including, but not limited to, requirements for (1) waiver of subrogation, (2) additional insured (with the exception of Worker’s Compensation coverage), (3) notice of cancellation, and (4) Certificate Holder information. Certificates of Insurance acceptable to Licensor shall be filed with Licensor prior to the Effective Date and thereafter upon renewal or replacement of each required policy of insurance. If any of the insurance coverage required herein is to remain in force after the expiration of the Term, an additional Certificate of Insurance evidencing continuation of such coverage shall be delivered to Licensor.

(h) Licensee shall notify Licensor whenever fifty percent (50%) of the aggregate limits required hereunder are eroded during the required coverage period. If the aggregate limit is eroded for the full limit, Licensee agrees to reinstate or purchase additional limits to meet the minimum limit requirements stated herein. Any premium for such shall be paid by Licensee.

(i) Unless requested otherwise by Licensor, Licensee and Licensee’s insurer shall waive governmental immunity as defense and shall not use the defense of governmental immunity in the adjustment of claims or in the defense of any suit brought against Licensor.

(j) Any deductible or self-insured retention must be declared to, and approved by, Licensor. All deductibles or self-insured retentions are the sole responsibility of Licensee to pay and/or to indemnify Licensor.

14. Waiver. The failure of Licensor to enforce or insist upon the performance of any of the covenants and conditions contained in this Agreement shall not be construed as a waiver of any other covenant or condition, or as a waiver of any future right to enforce or insist upon the performance of the covenant or condition in question.

15. Notices. Any notices required to be given hereunder shall be deemed duly given if mailed in any post office by registered or certified mail addressed as follows:

If to Licensor: The City of New Haven Economic Development Administration 165 Church Street, Floor 4R New Haven, CT 06510

With a copy to: The City of New Haven Special Counsel to Economic Development 165 Church Street, Floor 4R New Haven, CT 06510

If to the Licensee: ___________________________

16. Prior Agreements. This Agreement contains the entire agreement between

Licensor and Licensee with respect to Licensee’s use of the Licensed Space, and no prior agreement or understanding, oral or written, expressed or implied, pertaining to the same shall be effective or valid for any purpose.

17. Governing Law. This Agreement is made under and shall be construed in accordance with the laws of the State of Connecticut.

IN WITNESS WHEREOF, Licensor and Licensee have executed and delivered this Agreement as of the Effective Date.

LICENSEE CITY

BY:

Name:

Title:

Duly Authorized

Dated:

CITY OF NEW HAVEN

BY:

Justin Elicker Mayor

Dated:

Approved for Form and Correctness:

John R. Ward

Special Counsel to Economic Development

Dated: __________________________

EXHIBIT A

(Licensor’s Property)

EXHIBIT B

(Licensed Space)

EXHIBIT C

(Licensed Business)