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HomeMy WebLinkAbout80-17 Transitioning HPC to the Department of Community Investment Filed in Clerk's Office �SpUTH 8�t� d NOV 08 2017 U d \PEACE ItAREEM�l�FOWLER ' x x CITY CLERK,SOUTH BEND,IN 1865 CITY OF SOUTH BEND COMMUNITY INVESTMENT November 8, 2017 Mr. Tim Scott, President South Bend Common Council 4t'Floor County-City Building South Bend, IN 46601 RE: Interlocal agreement on Historic Preservation Dear President Scott: This ordinance is one of two necessary Council actions to provide for a smooth transition of Historic Preservation Commission (HPC) staff from the County to the City, as planned for in the 2018 budget. This first ordinance,which needs to be passed before the end of the year, includes the Council's approval of the interlocal agreement between the City and the County and adds historic preservation to the duties of the Department of Community Investment(DCI). The second ordinance will make conforming amendments to the zoning provisions related to historic preservation and will follow the normal process through the Area Plan Commission. As you know, the HPC will continue to operate in service of the residents and property owners of the City and the County through this staffing transition. The mission of the HPC remains to identify architecturally or historically significant buildings, structures, sites, and objects; to promote the protection and preservation of the same in a manner that enhances both human and economic welfare; and to accommodate development and redevelopment in both the City and County. The interlocal agreement between the City and the County provides a clear path forward for the transition and provides for continuity of services, authorities, and designations, specifically: EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 14005 County-City Building 1 227 W.Jefferson Bvld.I South Bend,Indiana 466011 p 574.235.93711 www.southbendin.gov Bill No. ORDINANCE NO. AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, APPROVING AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF SOUTH BEND AND THE COUNTY OF ST.JOSEPH TO PROVIDE CITY MANAGEMENT RESPONSIBILITY FOR THE HISTORIC PRESERVATION COMMISSION OF SOUTH BEND AND ST. JOSEPH COUNTY(THE HPC)AND AMENDING CHAPTER 2 ARTICLE 4, SECTION 2-13,SUB-PART (B) (7) OF THE SOUTH BEND MUNICIPAL CODE TO INCLUDE THIS AS AN ADMINISTRATIVE FUNCTION OF THE DEPARTMENT OF COMMUNITY INVESTMENT STATEMENT OF PURPOSE AND INTENT On September 10, 1973 the City of South Bend(the City) adopted Ordinance No. 5565- 73 and on May 14, 1973 the County of St. Joseph(the County) adopted Ordinance No. 154-73, both of which ordinances mutually established the Historic Preservation Commission of South Bend and St. Joseph County(the HPC). The HPC's mission is to identify within the City and the County architecturally or historically significant buildings, structures, and objects, and to promote their protection and preservation in a manner that enhances human and economic welfare and that accommodates development and redevelopment in the City and the County. The City and the County have agreed and determined pursuant to the attached,proposed Interlocal Agreement(Exhibit 1)that it is in their respective best interest that the City assume responsibility from the County for the day-to-day management of historic preservation matters related to or that may come before the HPC. In accepting such management responsibility,the City is willing to accept the transfer to its employment of existing County staff positions consisting of two full-time positions and one part-time position serving the HPC by creating analogous positions within the City's Department of Community Investment. The County will reimburse the City on an hourly basis at an agreed rate for certain time expended by such staff persons performing work related to historic preservation matters outside the corporate boundaries of the City. The 2018 budget ordinance and the 2018 non-bargaining employee wage and salary ordinance recently approved by this Common Council (Ordinances Nos.10499-17 and 10546-17 respectively)have included and provided for the funds needed to pay for the HPC's operations, including but not limited to the costs of employees hired by the City to fill the staff positions serving the HPC during calendar year 2018. The Interlocal Agreement identified and approved by this ordinance(Exhibit 1) is authorized pursuant to Ind. Code §36-1-7,the Interlocal Cooperation Act,which provides that one or more governmental agencies may exercise jointly or by one entity on behalf of others, powers that may be exercised by such units severally. The transfer of the HPC management responsibility to the City's Department of Community Investment requires an amendment to The South Bend Municipal Code at Chapter 2, Article 4, Section 2-13, Sub-part(13)(7). Further amendments to the zoning provisions of the South Bend Municipal Code (Chapter 21, Article 13)are also required by this Interlocal Agreement,but these amendments will be undertaken separately because a different approval process is needed. It is desirable, advantageous, and in the public interest of the City to enter into this Interlocal.Agreement(Exhibit 1 hereto),and to amend the South Bend Municipal Code at Chapter 2, Article 4, Section 2-13, Subpart(13)(7). NOW,THEREFORE, be it ordained by the Common Council of the City of South Bend,Indiana,that: SECTION I. The Council hereby approves the Interlocal Agreement in the form attached hereto as Exhibit"1"by and between the City of South Bend and the County of St. Joseph for the City's management responsibility for the Historic Preservation Commission of South Bend and St. Joseph County, Indiana. SECTION H. Chapter 2,Article 4, Section 2-13, Sub-part (B) (7) shall be amended to read in its entirety as follows: Section 2-13.Departments established. (B). In addition to functions statutorily provided,the administrative functions of the departments of the City shall be as follows: (7) Community Investment Department (a) Redevelopment; (b) Community Development; (c) Housing programs; (d) Economic Development; (e) Planning; (f) Neighborhood development; (g) License issuance (h) Historic Preservation Commission SECTION III. This Ordinance shall take effect upon its passage by this Common Council and signature by the Mayor, conditioned upon St. Joseph County's executive and legislative approval of the same Interlocal Agreement. Member, South Bend Common Council ATTEST: City Clerk Presented by me to the Mayor of the City of South Bend,Indiana,on the day of , 2017,at o'clock_.m. City Clerk Approved and signed by me on the day of , 2017, at o'clock M. Mayor, City South Bend, Indiana Filed in Clerk's Office 1 sr READING NOV 0 8 2017 PUBLIC HEARING 3 rd READING NOT APPROVED KAREEMAH FOWLER REFERRED CITY CLERK,SOUTH BEND,IN PASSED EXHIBIT A Interlocal Agreement [This portion left intentionally blank] Filed in Clerk's Office NOV 0 8 2017 INTERLOCAL AGREEMENT KAREEMAH FOWLER This Interlocal Agreement(this"Agreement") is made as of the_da Q6ITY CLERK,SO H BEND,IN 2017,by and between the Board of Commissioners of St. Joseph County, Indiana e ounty and the City of South Bend,Indiana(the"City") (each a"Party," and together the "Parties"). WHEREAS, by virtue of the City's Ordinance No. 5565-73 adopted on September 10, 1973, and the County's Ordinance No. 154-73 adopted on May 14, 1973, the Historic Preservation Commission of South Bend and St. Joseph County (the "HPC") was established as a joint board for purposes of historic preservation in the City and the County; and WHEREAS, the Parties desire to continue the HPC's jurisdiction and operations in service of the residents and property owners of the City and the County; and WHEREAS, the City is willing to assume from the County the responsibility for the day- to-day management of historic preservation matters related to or that may come before the HPC; and WHEREAS, in accepting such management responsibility, the City is willing to accomplish the transfer of the existing County staff positions serving the HPC to City employment by creating analogous positions within the City's administration; and WHEREAS, the administrative efficiencies of transferring such management responsibility and staff positions to the City will benefit the County; and WHEREAS, Ind. Code 36-1-7, the Interlocal Cooperation Act, authorizes one or more governmental entities to exercise, jointly or by one entity on behalf of the others, powers that may be exercised by such units severally; and WHEREAS,the Parties agree that it is desirable, advantageous, and in the public interest to enter into an Agreement for joint and cooperative action as embodied herein. NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, and pursuant to the authority granted the parties under Ind. Code § 36-1-7, the City and County agree as follows: Article I. Mission Section 1.01. Mission. The Parties agree that the HPC's mission is to identify architecturally or historically significant buildings, structures, sites, and objects in the City and the County and to promote the protection and preservation of the same in a manner that enhances both human and economic welfare and that accommodates development and redevelopment in the City and the County. 1 Article II. Statutory Authority; Purpose and Duration of Agreement Section 2.01. Authori . The Parties make this Agreement under the authority and subject to the terms and provisions of the Interlocal Cooperation Act, Ind. Code 36-1-7 (the "Act"). The Parties agree that, upon its full approval by the City and the County (and their respective fiscal bodies),this Agreement will satisfy each requirement of Section 4(a) of the Act, exempting it from the necessity of approval by the Indiana Attorney General. Section 2.02. Purpose. Pursuant to Section 3(a)(2) of the Act, the Parties agree that the purpose of this Agreement is to continue the HPC's operations in pursuance of its above-stated mission and to provide for the effective management of historic preservation matters related to or that may come before the HPC, including the Parties' mutual coordination of the transfer of management responsibility.from the County to the City. Section 2.03. Duration. Pursuant to Section 3(a)(1) of the Act,the Parties agree that this Agreement shall become effective on January 1, 2018 (the "Effective Date"), and will continue until December 31, 2018; provided, however, that this Agreement shall thereafter automatically renew for successive one (1)year terms unless terminated as provided herein. Section 2.04. Termination. Pursuant to Section 3(a)(4) of the Act,the Parties agree that either Party may terminate this Agreement, by the adoption of a resolution by its executive, no later than August 1 of the calendar year such Party wishes to be the final calendar year of this Agreement, resolving to terminate this Agreement as of December 31 of that calendar year. In the event of the termination of this Agreement, the Parties agree to cooperate to insure the smooth transition from the existing structure of the UPC, as a joint board, to separate boards operating independently by the City and the County, respectively. If such termination occurs within five (5) years of the Effective Date of this Agreement, the County will be entitled, upon written request to the City, to recover and take possession of the equipment, office furniture, vehicles, and any other personal property or assets the County contributed to the HPC (or to the County staff members serving the HPC), irrespective of whether the County made such contribution of assets before or after the Effective Date of this Agreement. If such termination occurs more than five (5) years after the Effective Date of this Agreement, the County will have no right to recover any equipment, office furniture, vehicle, or any other personal property or asset the County contributed to the UPC (or to the County staff members serve the UPC) and will not be entitled to any compensation or payment for the value thereof. Article III. Administration Section 3.01. Governing Ordinances; Non-preemption. The Parties mutually acknowledge that, as of the Effective Date of this Agreement, (a) Article 13 of Chapter 21 of the South Bend Municipal Code, as may be amended from time to time (the "City Ordinance"), governs the HPC's functions and processes concerning historic preservation matters within in the corporate boundaries of the City; and (b) Title XV, Chapter 154, §§ 154.245-154.263 of the St. 2 Joseph County Code of Ordinances, as may be amended from time to time (the "County Ordinance"), govern the HPC's functions and processes concerning historic preservation matters within the unincorporated areas of the County. In addition, the Parties mutually acknowledge that the HPC has operated continuously since its creation as a joint board by the City and the County in 1973, and that, pursuant to Ind. Code § 36-7-11-2(a), the City, the County, and the HPC are not required to observe the other provisions of Ind. Code 36-7-11. Section 3.02. Joint Board; HPC Authority Preserved. Pursuant to Section 3(a)(5)(b) of the Act, the, Parties agree that the HPC will continue to operate as a joint board composed of representatives of the Parties (as provided herein) and that both Parties will be represented on the joint board. Neither the adoption of this Agreement nor any alteration of the City Ordinance or the.County Ordinance attendant with the adoption of this Agreement will undermine, invalidate, or otherwise affect in any way the HPC's actions, determinations, contracts, or exercises of. authority occurring or commencing before the Effective Date of this Agreement. Section 3.03. HPC Powers. Pursuant to Section 3(b) of the Act, the Parties mutually acknowledge that the HPC has only the powers delegated to it by this Agreement. Specifically, the Parties delegate to the HPC the power to conduct the functions and execute the processes set forth in the City Ordinance and the County Ordinance, respectively, as each may be amended from time to time. The County agrees, however, that it will not amend the County Ordinance in any respect that would enlarge the powers or responsibilities of the HPC without the prior consent of the City, as expressed by a written acknowledgment of the Mayor of the City. Section 3.04. Bylaws and Rules; Public Access Laws. The Parties agree that the HPC shall adopt such bylaws and rules as are appropriate and necessary for holding meetings, taking official action, and otherwise conducting the HPC's business. The HPC will conduct its business in accordance with the Indiana Open Door Law, Ind. Code 5-14-1.5, and the Indiana Access to Public Records Act, Ind. Code 5-14-3. Section 3.05. HPC Membership. The HPC will continue to be a board of nine (9) appointed members, each of whom will be interested and knowledgeable in matters of local historic preservation. The membership shall be appointed as follows: (a) The Board of Commissioners of the County, the County Council, the Mayor of the City, and the Common Council of the City shall each appoint two (2) at-large members, designating not more than one member from any major political parry and giving consideration to persons residing in areas having historic significance. (b) The eight (8) members appointed as provided in Section 3.04(a) above shall in turn appoint the ninth member,who shall be an architectural historian. Each member of the HPC shall serve without compensation for a term of three (3) years, which terms will continue to be staggered with respect to one another in accordance with the provisions 3 of Section 154.249 of the County Ordinance, as such Section was in effect prior to the Effective Date of this Agreement. If a vacancy on the HPC occurs by resignation or otherwise, the unexpired term shall be filled within thirty (30) days of the vacancy by the appropriate appointing body. Whenever a member fails to attend four (4) consecutive, regularly scheduled meetings, the HPC may determine the position to be vacant and certify to the appropriate appointing body that the position is vacant. Within a reasonable time after receiving such certification, the appropriate appointing body shall appoint another and different member for the remainder of the unexpired term. In addition to the foregoing, the Parties agree that each member of the HPC will serve at the pleasure of his or her appointing body and may be removed at any time for any reason or no reason. Section 3.06. Mutual Cooperation. Each Party will ensure that its respective appointees to the HPC will cooperate in good faith with all other members of the HPC in holding meetings, taking officials actions, and otherwise conducting the business of the HPC. Each member appointed by the City will act in the best interests of the County on matters pertaining to properties or issues outside the corporate boundaries of the City, and each member appointed by the County will act in the best interests of the City on matters pertaining to properties or issues within the corporate boundaries of the City. Section 3.07. Property Handling. Pursuant to Section 3(a)(6) of the Act, the Parties agree that all real and personal property acquired, held, or disposed of in connection with the operations of the HPC upon and after the Effective Date of this Agreement will be acquired, held, or disposed, as the case may be, in the name of the City and subject to the legal procedures and requirements for acquisition, holding, and disposal of real and personal property that apply to the City's Board of Public Works. Section 3.08. Staffing. Pursuant to Section 3(a)(3) of the Act, the Parties agree that the City will be solely responsible for providing adequate support staff to the HPC. Notwithstanding the City's acceptance of the Transferred Employees (as defined below), the City will have no obligation to continue the same support staff structure used by the County prior to the Effective Date of this Agreement or to employ the same number of persons in support staff roles as the number of such persons employed by the County prior to the Effective Date of this Agreement. In its sole discretion, the City may increase or decrease the number of and alter the duties of all HPC-related support staff members employed by the City. Article IV. Transition of Staff Positions; Assets; Storage Section 4.01. Existing Staff. The Parties mutually acknowledge that as of the time of the Parties' execution of this Agreement, the County employs individuals in two (2) full-time staff positions and one (1) part-time staff position, which positions support the day-to-day operations of HPC-related business(collectively,the"County Staff Positions"). 4 Section 4.02. Transition Planning. The Parties agree to use reasonable efforts to develop a written transition plan and to cooperate in all aspects of the City's assumption of responsibility for day-to-day management of historic preservation matters related to or that may come before the HPC, including the City's creation of positions within the City's administration analogous to the County Staff Positions to support the HPC on and after the Effective Date of this Agreement(the "City Staff Positions"). Section 4.03. Transfer of Employees to the City. (a) Upon establishing the City Staff Positions, the City will fill the City Staff Positions by accepting the transfer of and hiring each County employee holding a County Staff Position as of the time of the Parties' execution of this Agreement (each a "Transferred Employee"). Each Transferred Employee's employment by the County will terminate upon the commencement of his or her employment by the City. The Parties will make good faith efforts to facilitate the integration of the Transferred Employees into City employment, and the City will afford each Transferred Employee the following treatment: (1) Each Transferred Employee will be, for all purposes, an at-will employee of the City, and the Parties mutually acknowledge and agree that this Agreement does not and will not constitute an employment contract in any respect. Subject to the terms of this Section 4.03, all of the City's personnel and employment policies, including the Employee Handbook, the City of South Bend Ethics Code, and the departmental policies of the City's Department of Community Investment ("DCI"), will apply to each Transferred Employee. (2) Each full-time Transferred Employee will be eligible to receive all benefits the City offers to full-time employees in accordance with and subject to the limitations stated in its policies and practices, as the same may be established and altered from time to time. The City will not offer benefits to any part-time Transferred Employee. (3) The City will credit each Transferred Employee with all vacation time and sick time accrued by such person as a County employee through and including the day on which his or her employment by the County terminates. The City will not credit a Transferred Employee any amount of other personal time or paid time-off, irrespective of the amount accrued during the period of such person's employment by the County. (4) The City will credit each Transferred Employee with the number of years of service in a County Staff Position for the limited purpose of determining vacation time accrual during the period of such person's employment by the City. 5 Section 4.04. Reporting Relationship; No HPC Employees. The Parties acknowledge and agree that each employee holding a City Staff Position, whether such employee is a Transferred Employee or was otherwise hired by the City, will adhere to any internal reporting structure determined by the Executive Director of DCI. While employees holding City Staff Positions and other employees of the City will be expected to communicate and cooperate with members of the HPC, as appropriate and as permitted by law, no employee of the City will have a reporting relationship with any member of the HPC or with the HPC at large. The Parties mutually acknowledge that the HPC may not and will not have employees of its own. Section 4.05. Transfer of Assets. The County will transfer to the City, and will direct the HPC to transfer to the City, for the use of the HPC and City employees in connection with the HPC's operations, ownership of all equipment, office furniture, vehicles, and other items (collectively, the "Assets") used for the HPC's operations as of the time of the Parties' execution of this Agreement held in the name of the County or in the name of the HPC, respectively. The County agrees that the Assets will be transferred free of any liens, encumbrances, or other liabilities. The Parties will coordinate in good faith to accomplish said transfer of ownership and will deliver to one another such instruments as may be required therefor. Section 4.06. Temporary Storage. Pursuant to Section 11 of the Act, the Parties are authorized'to provide facilities to carry out this Agreement. Following the Effective Date of this Agreement, the County will provide easily accessible and convenient storage facilities for any and all HPC-related materials, documents, supplies, and the like that cannot be accommodated in the City's office space at the time the City assumes management responsibility for HPC matters. Within three (3) years after the Effective Date of this Agreement, the City will accept and take possession of any and all HPC-related materials, documents, supplies, and the like remaining in the County's possession. At all reasonable times during the period that the County retains possession of such items,the County will provide the City access to and use of the same. Section 4.07. Transition Update. In addition to providing monthly reports in 2018, as agreed under Section 5.02(a)(3) of this Agreement,the City will provide to the County an oral or written update on the transition of the Transferred Employees to City employment no earlier than two (2)months after but no later than four(4)months after the Effective Date of this Agreement. Article V. Funding Section 5.01. Accounting. With reference to Section 4(a)(3) of the Act, the Parties mutually delegate to the Controller of the City the duty to receive, disburse, and account for all monies of the HPC in accordance with applicable laws. Section 5.02. Financing, City Budget. Pursuant to section 3(a)(3) of the Act, the Parties agree that the City and the County will jointly finance the operations of the HPC in the manner set forth in this Agreement. 6 (a) For calendar year 2018, subject to approval by the South Bend Common Council, the City will provide a budget of One Hundred Fifty-Eight Thousand Two Hundred Thirteen Dollars ($158,213.00) for the HPC's operations, from which the City will pay, among other costs and expenses, the costs of employees hired by the City to fill the City Staff Positions. The County will reimburse the City for the portion of costs incurred by the City in employing persons in the City Staff Positions to serve the HPC in its operations associated with historic preservation matters outside the corporate boundaries of the City, which portion will be determined and paid as follows: (1) Each employee of the City serving as a support staff member for the HPC shall accurately track and record, in minimum increments of thirty (30) minutes, his or her time spent on HPC-related matters outside the corporate boundaries of the City and, separately, HPC-related matters within the corporate boundaries of the City. (2) Upon monthly invoicing from the City, the County will promptly pay the City a sum equal to Thirty-Seven and 501100 Dollars ($37.50) multiplied by the number of hours spent by City employees within the invoiced period working on matters outside the corporate boundaries of the City, in addition to the sum of out-of-pocket expenses for office supplies, photocopying, travel, and the like attributable to such work on matters outside the corporate boundaries of the City. (3) Unless approved by the County in advance, through the appropriation of sufficient funds for reimbursement of the City's costs, the City will not expend more than three hundred (300) hours working on matters outside the corporate boundaries of the City. The County agrees to work in good faith with the City to accommodate any request by the City that the County approve additional hours of work in excess of the limited stated in the foregoing sentence. For calendar year 2018 only, the City will provide to the County monthly reports summarizing the Transferred Employees' activities and time spent on matters outside the corporate boundaries of the City. (4) From time to time, the Parties may agree for the City (through its employees filling the City Staff Positions) to provide to the County certain services constituting a qualified Section 106 review under the National Historic Preservation Act of 1966 in exchange for fees paid by the County pursuant to the terms of a contract separate and apart from this Agreement (each a "Section 106 Engagement"). No time spent by the City in performing its obligations under a Section 106 Engagement will be deducted from or otherwise affect the allotment of hours established under Section 5.02(a)(3)of this Agreement. (b) For each calendar year after calendar year 2018, the City will present to the County an annual report and provide a budget for the HPC's operations. The Parties will 7 negotiate in good faith to determine, based on past experience, the appropriate commitment of time by City employees to HPC-related matters outside the corporate boundaries of the City and reimbursement by the County therefor, provided, however, that said reimbursement will remain at a rate not less than Thirty-Seven and 50 1100 Dollars ($37.50)per hour. Section 5.03. HPC Revenues. The Parties anticipate that the HPC will generate certain revenues in its ordinary operations, including, without limitation, fees collected from applicants for certificates of appropriateness (collectively, the "HPC Revenues"). The City will commit, through appropriate budgeting mechanisms, all HPC Revenues solely to activities and/or functions associated with historic preservation, including the City's costs in supporting and managing the HPC's operations, provided, however, that the City will identify and select such activities and/or functions in its sole discretion. Article VI. Miscellaneous Section 6.01. Legal Counsel. In light of the City's assumption of responsibility under this Agreement for managing historic preservation matters related to or that may come before the HPC, the Parties mutually acknowledge and agree that, strictly for purposes of Ind. Code § 36-4- 9-12, the HPC constitutes a board of the City. Accordingly, the HPC may not employ any attorney without the authorization of the City's Corporation Counsel. The City's Corporation Counsel, in a manner determined in her sole discretion,will provide for legal counsel to serve the HPC by counseling the City staff on historic preservation matters, attending meetings of the HPC, preparing necessary legal documents, and otherwise assisting the HPC in conducting its business. In the event the City's costs in providing for such legal counsel to the HPC are or become substantial, as determined by the City in its discretion, the County agrees to negotiate in good faith with the City concerning the County's payment of the costs attributable to the work performed by such legal counsel with respect to historic preservation matters outside the corporate boundaries of the City. Section 6.02. Grants. Both Parties shall cooperate and use reasonable efforts to ensure the HPC maintains eligibility for available grants in the future, as well as for those grants already awarded to HPC for fiscal year 2018, including, but not limited to, executing amendments to the Certification Agreements with the State Certified Local Government Coordinator for continuation of Certified Local Government status for both the City and the County, and to take any other actions reasonably required to maintain grant eligibility. Section 6.03. Recordation and Filing. In accordance with Section 6 of the Act, the Parties agree (a)to record this Agreement in the Office of the Recorder of St. Joseph County not later than three (3) business days after its execution by the Parties, and(b) within sixty(60) days after recordation,to file this Agreement with the State Board of Accounts of Indiana. Section 6.04. Copies. Following recordation, an executed copy of this Agreement and any amendments hereto shall be given each to the Executive Director of the HPC, the 8 Administrative Assistant to the St. Joseph County Council, the Administrative Assistant to the St. Joseph County Board of Commissioners, the Administrative Assistant to the Mayor of the City of South Bend, and the Administrative Assistant to the South Bend Common Council, as well as to the County Attorney and the City's Corporation Counsel. Article VII. General Provisions Section 7.01. Amendment. The Parties, by mutual agreement in writing, may amend, modify and supplement this Agreement. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. Section 7.02. Assignment. No Party may assign this Agreement or any of its rights, interests, obligations, or duties hereunder, whether by operation of law or otherwise, without the express written consent of the other Party. Section 7.03. Entire Agreement. This Agreement, as it may be amended from time to time, encompasses the entire agreement of the Parties concerning its subject matter, and no understanding, discussion,negotiation, or agreement will be binding on the Parties unless it is set forth herein. Without limiting the generality of the foregoing sentence,the Parties agree that this Agreement supersedes and replaces any and all pre-existing interlocal agreement(s) between them regarding the HPC. Section 7.04. Severability. Should any part of this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or against public policy, said offending section shall be void and of no effect, and shall not render any other section herein, nor this Agreement as a whole, invalid. Those rights, interests, obligations, and duties hereunder, which by their nature should survive, shall remain in effect after termination, suspension, or expiration hereof. Section 7.05. Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original, and such counterparts, together, shall constitute but one and the same Agreement. Section 7.06. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Indiana, and any dispute relating to the subject of or arising out of this Agreement shall be subject to the sole and exclusive jurisdiction of the Circuit and Superior Courts of St. Joseph County, Indiana. [Signature page follows.] 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written. ST. JOSEPH COUNTY,INDIANA CITY OF SOUTH BEND,INDIANA Andrew T. Kostielney,President of the Pete Buttigieg,Mayor Board of Commissioners ATTEST: Deborah Fleming, D.M.D.,Vice President of the Board of Commissioners Kareemah Fowler, City Clerk Dave Thomas,Member of the Board of Commissioners ATTEST: Michael J. Hamann, St. Joseph County Auditor APPROVED pursuant to St. Joseph County APPROVED pursuant to South Bend Common Council No. Council No. Rafael Morton, President of the Tim Scott, President of the South Bend St. Joseph County Council Common Council 4000.0000016 69134869.008 10