Riverfront Recapture, Inc.

Lease Agreement

This Lease Agreement ("Agreement") is entered into between Riverfront Recapture, Inc. ("RRI"), a Connecticut non-profit corporation, and the City of Hartford ("City"), a municipal corporation, as of this ____ day of ____, 1997.

WHEREAS RRI and the City wish to provide access to RRI, as agent for the City, and to its contractors to the land of the City along the banks of the Connecticut River and designated by the City to be part of the Riverfront Park and the water rights of the City attendant thereto (the "Riverfront Park");

WHEREAS RRI and the City wish to generate active and passive uses of the Riverfront Park for the general public;

WHEREAS RRI and the City wish to implement the uniform management, maintenance, operation and promotional use of the Riverfront Park;

WHEREAS RRI and the City wish to promote management goals of high standards, simplicity, flexibility, entrepreneurship, a single entity manager, and a stable base of adequate revenue;

WHEREAS RRI and the City wish to promote the development of the Impacted Properties (as defined herein) within the borders of the City;

NOW THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE ONE

1.1 Designation of Parkland. The City hereby designates the land along the banks of the Connecticut River owned by the City and located within the boundaries of the City generally described in Exhibit A, together with any water rights of the City attendant to such land, to be part of the Riverfront Park. The City Manager is authorized to define the boundaries of the Riverfront Park from time to time more specifically.

1.2 Access. The City hereby leases the Riverfront Park within its boundaries to RRI, including contractors of RRI and concessionaires of RRI. The city agrees to take such action as may be appropriate to ensure that RRI, its contractors and concessionaires, and the public have sufficient access to the portions of the Riverfront Park located within the boundaries of the City to enable RRI and its contractors and concessionaires to carry out the provisions of this Agreement and to promote the use of the Riverfront Park by the general public.

1.3 Management Agent. RRI agrees to be the agent for the City for the management of the Riverfront Park.

ARTICLE TWO

2.1 Maintenance Services. RRI shall contract with other parties via a service agreement to provide the following maintenance services: (i) grounds maintenance and ordinary repairs, including, but not limited to, landscaping, lawn care, mowing, pruning, fertilizing, sweeping, cleaning, snow and ice removal from paths and roadways and such other maintenance as is necessary to maintain high safety and aesthetic standards; (ii) periodic flood cleanup; (iii) graffiti removal; (iv) regular trash collection, including the provision of trash disposal and recycling receptacles and periodic litter collection; (v) portable sanitation services; (vi) dock storage facilities, maintenance of docks and dock facilities, and equipment and harbor management, including but not limited to boat ramp maintenance, offshore moorings, dock maintenance, and work boat operation; (vii) ordinary maintenance and repairs (but not including replacement or major structural repairs) to bridges, docks, platforms, decks, amphitheatres, paths, roadways and other capital facilities; (viii) equipment and materials necessary to provide the services, and equipment maintenance; (ix) park ranger services, such as walking, bike or cart patrols, notification of emergency services, radio contact with police and fire officials for emergency assistance only, and public information and assistance.

2.2 Management and Promotional Responsibilities.

1. RRI shall promote, organize and implement, directly or by contract, recreational activities and other events, such as community rowing, regattas, fishing tournaments, a July 4th riverfest, concerts, festivals, riverfront rangers, canoe trips, bike tours, and cooperative programming with towns.
2. RRI shall promote, organize and implement, directly or by contract, concessions and attractions, such as cruise boats, water taxis, "duck" tours, food vendors, marinas, boat rentals, a seasonal sit-down restaurant, a riverboat restaurant, tall ships and private events.
3. RRI shall promote, organize and implement, directly or by contract, marketing, promotion and fundraising, such as solicitation of event sponsorships, friends of the river, grant seeking, major gifts, capital campaigns, advertising and promotion of the Riverfront Park as a tourist destination and business opportunity.
4. RRI shall promote, organize and implement, directly or by contract, harbor management, such as boat ramp maintenance, offshore moorings, dock maintenance and work boat operation.

2.3 Planning and Development of Riverfront Park. RRI agrees to continue to cooperate with and assist the City in the planning and development process for Riverfront Park, including capital improvements. The City shall retain control over future development and planning and zoning matters with respect to the portions of the Riverfront Park within its boundaries. RRI shall participate with the City in (i) planning for additions to the Riverfront Park and for new or expanded Riverfront Park facilities, and (ii) to develop procedures for planning and implementing capital improvements to the Riverfront Park.

1. Any development proposed by the RRI shall be subject to obtaining the City's consent and approval and any required municipal land regulatory approvals by local, state and federal agencies.
2. The City will not initiate zoning or planning or other regulation changes which would affect the Riverfront Park (or land to be proposed for inclusion in the Riverfront Park) without first notifying RRI of the proposal and offering RRI opportunity to comment on the proposal.
3. The City may develop and pay for any Riverfront Park facilities, but the City will not implement any such facilities without first notifying RRI of the proposal and offering RRI to comment on the proposal.
4. Any proposal by RRI to develop Riverfront Park facilities in the City will be formulated in cooperation with such individual(s) as the City shall designate to work with RRI concerning the development of proposals.
5. Any Proposal by RRI to develop Riverfront Park facilities will include proposed methods for financing the facilities. RRI agrees to seek funding from State, Federal and private sources if available. Any proposal to use funds provided by the City will require approval by the City.
6. RRI will oversee or undertake development of Riverfront Park facilities which have received necessary municipal and other approvals and funding from State, Federal or private sources. The City may either undertake the development of Riverfront Park facilities which it funds itself or agree that RRI may undertake the development with City funds.

2.4 Planning and Development of Impacted Properties. RRI agrees to cooperate with and assist the City in the planning and development process for Impacted Properties. The Impacted Properties are the parcels of land in the City described or shown as such on Exhibit B. At the request of the City, RRI will provide information on interrelationships between the proposed development of any Impacted Properties and the Riverfront Park. RRI will also provide information on the interrelationship between the proposed development of the Riverfront Park (or potential land to be proposed for inclusion in the Riverfront Park) and the impact on potential development of any Impacted Properties.

2.5 Rule Recommendations. RRI will make recommendations, for consideration by the City and the other municipalities with any portion of the Riverfront Park within their borders, for a uniform system of ordinances and regulations for the use of the Riverfront Park. Notwithstanding the foregoing, each municipality shall retain jurisdiction to adopt any necessary ordinances for use of Riverfront park within its boundaries.

2.6 Scheduling Activities and Events. RRI will coordinate all scheduling, booking and location of activities and events that may take place in the Riverfront Park, including and sponsored by the City.

1. While the City reserves the right to undertake events, it will coordinate such events with the master calendar maintained by RRI. Other than scheduling and coordinating maintenance services, RRI will not oversee the City sponsored events.
2. RRI will maintain an annual master calendar of events and activities and will develop procedures for periodic updates and for informing the City of changes to such master calendar.
3. RRI may provide or contract via a service agreement to provide the maintenance services that may be required for events and activities subject to budget constraints and other contractual limitations in service agreements.
4. The City shall notify RRI by June 1 of each year for the ensuing calendar year of all proposed events and activities to be sponsored by the City and all other events and activities which the City anticipates may be proposed by persons other than RRI. Any proposed changes to the events and activities shall be submitted by the City to RRI as far in advance as practicable. The purpose of such notice is to allow RRI to include such events and activities in the master calendar and in the work plan and budget of the service provider for providing maintenance services for the events and activities. RRI will notify the City as soon as possible if it becomes aware that there is a scheduling conflict for any proposed event or activity or if any maintenance services will not be available for the proposed event or activity.
5. The city will notify RRI of all requests for permits and direct all inquiries for use of Riverfront park to RRI for scheduling.

2.7 Permits. The City shall retain the authority to grant any permits required for activities or special events located within its boundaries, whether sponsored by the City, RRI or other person or entity.

1. The City will coordinate with RRI and the master calendar in the scheduling of any activities or special events for which permits may be required.
2. The City will retain any permit charges for activities and special events sponsored by persons or entities other than RRI.
3. The City will continue to waive all permit charges for activities and special events sponsored by RRI and which are open to the public.
4. RRI and the City will continue to cooperate to facilitate the process of permitting for activities and special events.
5. The City and RRI will continue to cooperate to develop a streamlined permitting and scheduling process.

2.8 Access by Residents. Residents of the City shall retain the same access to Riverfront park as such residents had before this Agreement was executed, except as otherwise provided in this Agreement.

2.9 Fees.

1. RRI may recommend a schedule of admission fees and charges to be approved by the City for certain events or activities to help pay the costs of such events or activities or the costs of managing the Riverfront Park generally. Such fees and charges shall be collected by RRI and applied to such costs. Except for certain events, particularly fund-raising events for RRI, such fees shall be reasonably based on covering the cost of the event or activity, the need to regulate use, and the desire for fees to be within the affordable reach of residents.
2. The City may establish a schedule of boat ramp fees for the use of any boat launching ramp in the portion of the Riverfront Park within the boundaries of the City. The City may either collect any such fees or may allow RRI, if it is willing to do so, to collect such fees and remit them to the City.
3. RRI may impose and collect fees or charges for events or activities for particular groups or persons which are not open to the public. Such fees and charges shall be a source of revenue of RRI to defray in part the costs of managing and promoting use of the Riverfront Park and the costs of any maintenance services for the event or activity. Any such event or activity shall be limited to a designated area of the Riverfront Park.

2.10 Vendors. Except for events and activities sponsored exclusively by the City, RRI will continue to have an exclusive right to grant concessions to any vendor, promoter or operator and to collect charges for concessions, as one of RRI's revenue sources. Except for events and activities sponsored exclusively by the City, the City will not grant any concessions to use the Riverfront Park or facilities for any business or commercial use or to sell goods or services therein. The City, at the request of RRI, will assign to RRI all rights of the City in the 10 year contract with Deep River Navigation Co. for exclusive dock use for the Lady Fenwick.

2.11 Annual Budgets. RRI will aggressively pursue an appropriate mix of all revenue sources. RRI will adopt an annual operating budget and an annual capital budge, including sources of funding. Any RRI request for funding from the City must be submitted to the City and be subject to the annual budget process or special appropriations process and the approval by the City. RRI will provide to the City an annual audit by an independent public accountant.

2.12 Municipal Contribution

1. The City agrees to continue to provide the following services to the Riverfront park within its boundaries at the expense of the City: (I) fire, police, and other customary public safety services on a day-to-day basis and for special events; however, as part of its permitting process for special events, the City may charge sponsors of special events or RRI, in the case of RRI sponsored events which are not open to the public, for additional police and public safety services; (ii) maintenance and repair (ordinary, structural, and replacement) of dikes and other appropriate flood control facilities and services, and (iii) ordinary electrical service and any other ordinary utility services, if any, including water and sewerage service, but not including capital facilities.
2. The City will continue to provide to RRI annual amounts similar to it's contributions in the past in order to support the management activities of RRI. RRI recognizes that any contributions by the City are subject ot the normal budgetary processes of the City. The City recognizes that the ability of RRI to perform its management activities under this Agreement is subject to adequate funding from the City as well as its success in generating revenue from other sources and revenue producing uses of the Riverfront Park. The City shall have no obligation to pay the costs and expenses of RRI attributable to any other municipality.

2.13 Oversight Committee. The City and RRI shall create an Oversight Committee consisting of the City Manager or his or her designated representative and a representative of the Recreation Department. Of the City designated by the City Manager and two members to be designated by Rri, which Committee shall be responsible for overseeing and coordinating all matters pertaining to the implementation and administration of this Agreement and for recommending amendments, extensions, renewals or repeal of any provision of this Agreement.

2.14 Covenants.

1. RRI covenants to preserve its non-profit status.
2. RRI shall not operate or manage the Riverfront Park in any unlawful manner or for any unlawful purpose.
3. The City covenants that it is legally empowered to permit RRI to manage the portion of the Riverfront Park within the City's boundaries, as provided herein.

ARTICLE THREE - INDEMNFICATION/INSURANCE

3.1 RRI will indemnify and hold harmless the City, its officers, agents, servants and employees from and against any and all loss, cost, expense, liability, damage for injury, including legal fees and disbursements, that the City, its officers, agents, servants and employees may directly or indirectly sustain, suffer or incur as a result of any and all damage or injury of any kind or nature (including death resulting therefrom) to all persons, whether employees of negligence in the performance of its obligations under this Agreement

3.2 The City will indemnify and hold harmless RRI and the party with which RRI contracts for maintenance services (the "Service Provider"), their officers, agents, servants and employees from and against any and all loss, cost, expense, liability, damage for injury, including legal fees and disbursements, that RRI and/or the Service Provider, their officers, agents, servants and employees may directly or indirectly sustain, suffer or incur as a result of any and all damage or injury of any kind or nature (including death resulting therefrom) to all persons, whether employees of City or otherwise, and to all property caused by, resulting from, or arising out of the City's negligence in the performance of its obligations.

3.3 RRI will include, or cause to be included, in its Service Agreement with the Service Provider a provision containing the following or similar language:

1. The Service Provider will indemnify and hold harmless the City, its officers, agents, servants and employees from and against any and all loss, cost, expense, liability, damage for injury, including legal fees and disbursements, that the City, its officers, agents, servants and employees may directly or indirectly sustain, suffer or incur as a result of any and all damage or injury of any kind or nature (including death resulting therefrom) to all persons, whether employees of Service Provider or otherwise, and to all property caused by, resulting from, or arising out of the Service Provider's negligence in the performance of its obligations under this Agreement.

3.4 Prior to commencing services pursuant to this Agreement and as long as this Agreement is in effect, RRI will secure and pay for insurance and submit for review evidence thereof to the City, in accord form or a form with the same format and including a 30 day notice of cancellation provision , as follows:

1. Occurrence form Commercial General Liability Insurance (Broad Form) to cover RRI's obligation to indemnify the City as set forth in this Agreement, although the existence of insurance shall not be construed as limiting the liability of RRI under this Agreement. Such insurance shall name the City as an additional or named insured, as appropriate, with respect to operations performed under or incident to this Agreement, including coverage for contractual liability and products/completed operations coverage issued by an insurance company licensed to conduct business in the State of Connecticut with limits for each occurrence of $1,000,000 combined single limit for bodily injury and property damage liability. Such commercial general liability insurance must be endorsed as Primary/Non-Contributory as to any insurance maintained by the additional named insureds and have a severability of interests clause. The Service Provider shall also be named as an additional or named insured, as appropriate. RRI expressly agrees to waive its rights, benefits and entitlements under the "other insurance" clause of its commercial general liability insurance policy with respect to the City and Service Provider. All deductibles and retentions are the sole responsibility of RRI to pay and/or indemnify the City. With respect to such insurance, RRI will bet he primary named insured with sole responsibility for fulfillment of the conditions of the policy, including but not limited to reporting of claims.
2. An Excess Liability Policy providing the same coverage as set forth above in subsection a with the same additional insureds as the basic policy in the additional amount of $5,000,000.
3. Fidelity Bond or Insurance Policy with respect to the handling of City funds in the amount of $5,000 per employee or $50,000 on a blanket basis.

3.5 RRI, and the City will continue to provide their own Workers' Compensation coverage at the statutory limit, including Employer's Liability with limits of $100,000 for each accident, $100,000 for disease for each employee, and $500,000 for each disease/policy limit.

3.6 RRI, and the City will continue to provide their own Automobile Liability Insurance coverage.

The City may self-insure or obtain Commercial General Liability Insurance, in the City's sole discretion, to cover the City's obligation to indemnify RRI and the Service Provider as set forth in this Agreement, although the existence of insurance shall not be construed as limiting the liability of the City under this Agreement.

All contracts entered into between RRI, the City or the Service Provider with a third party subcontractor shall contain the following:

1. A clause or similar language as follows: The Subcontractor will indemnify and hold harmless RRI, the City and the Service Provider, their officers, agents, servants and employees from and against any and all loss, cost, expense, liability, damage for injury, including legal fees and disbursements, that RRI, the City and/or the Service Provider, their officers, agents, servants and employees may directly or indirectly sustain suffer or incur as a result of any and all damage or injury of any kind or nature (including death resulting therefrom) to all persons, whether employees of Subcontractor or otherwise, and to all property caused by, resulting from, arising out of or occurring in connection with the Subcontractor's work.
2. A requirement that the Subcontractor secure insurance and submit evidence thereof to the party contracting with the Subcontractor (RRI, the City and/or the Service Provider), in accord form or a form with the same format and including a 30 day notice of cancellation provision, as follows:(i.) Occurrence form Commercial General Liability Insurance (Broad Form) to cover the Subcontractor's obligation to indemnify RRI, the City and the Service Provider as set forth in this Agreement, although the existence of insurance shall not be construed as limiting the liability of the Subcontractor, which shall name RRI, the City and the Service Provider as additional insureds with respect to operations performed under or incident to the Subcontractor's work, including coverage for contractual liability and products/completed operations coverage issued by an insurance company licensed to conduct business in the State of Connecticut with limits for each occurrence of $1,000,000 combined single limit for bodily injury and property damage liability. Such commercial general liability insurance must be endorsed as Primary/Non-Contributory as to any insurance maintained by the additional insureds and have a severability of interests clause. The Subcontractor expressly agrees to waive its rights, benefits and entitlements under the "other insurance" clause of its commercial general liability insurance policy with respect to RRI, the City and Service Provider. All deductibles and retentions are the sole responsibility of the Subcontractor to pay and/or indemnify RRI, the City and the Service Provider.(ii.) Automobile Liability Insurance providing the same coverage with the same additional insureds as set forth in subsection (1). (iii.) Workers' Compensation at the statutory limit, including Employer's Liability with limits of $100,000 for each accident, $100,000 for disease for each employee, and $500,000 for each disease/policy limit.
3. (iv.) An Umbrella liability policy providing the same coverage as set forth above in subsections (1), (2) and (3) with the same additional insureds as the basic policy in the amount of $5,000,000. Provided, the party contracting with the Subcontractor may waive this requirement and/or increase or decrease the amount of excess insurance required by the Subcontractor based upon the nature of the work to be performed by the Subcontractor if the contracting party determines that appropriate coverage exists.
4. (v.) If any Subcontractor handles any RRI and/or City funds, a Fidelity Bond or Insurance Policy with respect to the handling of RRI and/or City funds in the amount of $5,000 per employee or $50,000 on a blanket basis.
5. (vi.) Any additional insurance required in order to comply with any law or ordinance governing such subcontract or the work to be performed pursuant thereto.
6. A requirement that the insurance in the minimum limits set forth in subparagraph "b" above be submitted for review and approval of the party contracting with the Subcontractor (RRI, the City and/or the Service Provider) prior to the commencement of work by the Subcontractor.
7. A requirement that the insurance in the minumum limits set forth in subparagraph "b" above be maintained and continuing evidence therof be submitted to the party contracting with the Subcontractor during the full term of the contract with the Subcontractor.

ARTICLE FOUR - TERM

4.1 Initial Term. The initial term of this Agreement shall commence on the date hereof and, unless otherwise terminaed in acordance with the terms and provisions of this Agreement, this Agreement shall terminate on December 31, 2000.

4.2 Renewal. At the end of the initial term or any subsequent term, this Agreement shall be renewed automatically for an additional two year term, until December 31, 2008 Any party may cancel such automatic renewal by the affirmative vote of its council or board and by at least one year's prior written notice. The decision not to renew, therfore, may be made every two years (e.g. by the end of 1999 in order to end the term at the end of 2000; and by the end of 2001 to end the term at the end of 2002, etc.).

4.3 Early Termination. Either party to this Agreement shall have the right to terminate this Agreement for gross failure to perform without cause, after providing 60 days notice and a right to cure. Either party will have the right to early termination of this Agreement by the written agreement of both parties. RRI and the City have the right to terminate this Agreement upon any termination of a primary service agreement with the Service Provider.

IN WITNESS WHEREOF, RRI and the City have caused this Agreement to be executed as of the day first above written.

Riverfront Recapture, Inc.

By:___________________________

Name:

Title:

City of Hartford

By:___________________________

Name:

Title: