License Agreement - Training Purposes for Active and Retired Members of SBPD

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2 2.0 Term. The Term of this Agreement shall be for two years (2) years commencing on January 1, 2023 ("Commencement Date") and ending on December 31, 2024 ("Expiration Date"). 3.0 Consideration. 3.1 Annual Fee. Grantee shall pay an Annual License Fee to Grantor over the Term of the Agreement in the amounts of $35,000 for the year 2023 and $40,000 for the year 2024. Grantor shall invoice Grantee for the Annual License Fee on or about December 31 of the preceding year, and each payment is due and payable in full on or before March 1st of each calendar year. 3.2 Additional Consideration. In further consideration of the license granted by this Agreement, Grantee’s Annual Fee, as enumerated in Section 3.1, reflects an increase in the year- to-year annual fees. The higher increase is to account for the expense of ongoing maintenance of the Property, which is and shall be the sole responsibility of the Grantor. 4.0 Use of Property It is understood and agreed that Grantee's right to use the Property shall be exclusive. Grantee shall have a right of first refusal over Grantor's use of the Property, including any third party uses; however, such right of first refusal must be reasonable in nature and not unduly burdensome to Grantor and Grantor's efforts to serve its members or its interests. Grantor shall provide Grantee with thirty (30) days’ prior written notice of any use of the Property, and Grantee shall provide its refusal or acceptance of such use within ten (10) days of receiving such notice. The parties agree to attempt in good faith to establish a schedule for the use of the Property so that Grantor's use of the Property shall not conflict with Grantee's use.