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HomeMy WebLinkAboutLease Agreement - SB Human Rights Niles Ave. – MedPro Properties LLC ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT ALEXANDRA DOLZ-LANE MURRAY L. MILLER 1316 COUNTY-CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/ 235-9251 FAX 574/ 235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS October 10, 2023 Mr. Scott Grimm MedPro Properties, LLC 230 E. Day Road, #100 Mishawaka, IN 46545 RE: Lease Agreement Dear Mr. Grimm: At its October 10, 2023 meeting, the Board of Public Works approved the above referenced agreement for a Lease for South Bend Human Rights at 319 Niles Ave. August 1, 2023 through July 31, 2024 in the amount of $24,157 per year plus CAM. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to lhensley@southbendin.gov. Please retain a copy for your records. If you have any further questions, please call this office at (574) 235-9251. Sincerely, /s/ Theresa Heffner Theresa Heffner, Clerk Enclosures TH/lh 1 LEASE AGREEMENT The parties to this Lease Agreement ("Lease"), entered into on _________________and effective August 1, 2023 between MedPro Properties LLC ("Landlord") and the City of South Bend, Indiana Board of Public Works, for the use and benefit of the South Bend Human Rights Commission ("Tenant"), hereby agree as follows: 1.PREMISES AND PREPARATION. The Landlord hereby leases to the Tenant and the Tenant leases from the Landlord, subject to all of the terms and conditions hereinafter set forth, office space as shown on the space plan attached hereto as "Exhibit A" containing approximately 2,975 square feet of rentable space (the "Premises") in the office building which is commonly known as 319 Niles Avenue, in St. Joseph County, Indiana, (the "Building") and which is situated on the tract of land described in "Exhibit B" attached hereto. 2.TERM. The term of the Lease of the Premises shall be one year commencing August 1, 2023, and ending July 31, 2024. Tenant may elect to extent the term of the Lease by an additional six (6)month period provided Tenant gives Landlord six (6) months written notice of its intent to extend the lease term. Landlord shall have the right within the last six (6) months of the lease term to show the premises to other potential tenants during business hours upon 24 hours’ notice to Tenant, notwithstanding any other term in this Agreement. 3.USE. The Premises shall be occupied and used by the Tenant for general office use as an administrative facility and for no other purposes. October 10, 2023 2 4.BASIC RENT. A. For the entire Term, the Tenant agrees to pay to Landlord rental payable in advance in equal monthly installments on the first day of each calendar month which shall be in the amounts set forth in this Section and in this Lease as “Basic Rent.” B. Basic Rent for the initial year of the Lease shall be approximately Twenty Four Thousand One Hundred Fifty-Seven Dollars and Zero Cents ($24,157), payable in equal monthly installments of Two Thousand Eleven Dollars and Eighty-Three Cents ($2,013.08) payable in advance on the commencement date of the Lease and thereafter on the first day of each calendar month. During the initial year of the Term, Basic Rent equates to an annual rate of Eight Dollars and Twelve Cents ($8.12) per rentable square foot year. C. Effective on the first day of the month following the initial year, Basic Rent shall increase by three (3) percent of the preceding year’s annual rent. The following table summarizes Basic Rent throughout the Term of the Lease if Tenant gives Landlord proper notice to extend the lease. Lease Years Annual Rent Monthly Rent Per Rentable Square Foot 08/01/23 to 07/31/24 $ 24,157.00 $ 2,013.08 $ 8.12 08/01/24 to 01/31/25 $ 24,881.71 $ 2,073.47 $ 8.36 D. The basic rent together with the additional rent as defined in paragraph 5 hereof are referred to hereinafter as "Rental". Tenant hereby agrees to pay the Rental monthly to Landlord at Landlord's building management office or at such other location as Landlord may designate from time to time, without demand. Any portion of the Rental or other charges not paid when due shall bear a delinquency service charge equal to five (5%) percent of such delinquency, provided Landlord has submitted an invoice for payment by Tenant to the Director of the South Bend Human Rights Commission no later than 30 days prior to Rental payment due date. In addition, the Tenant shall be charged a Fifty ($50.00) Dollar processing penalty for any Rental check that is returned 3 to the Landlord as uncollectible or insufficient funds. All Rental and other charges payable by Tenant pursuant to the terms of this Lease shall be payable without relief from valuation or appraisement laws. 5.ADDITIONAL RENT. A.In addition to the basic rent, Tenant shall pay as part of the Rental 32.92% of the Operating Costs of the Building which represent that percent of the Building’s total square feet area that is used and occupied by Tenant as its Premises for its work as a municipal agency. “Operating Costs," as that term is used herein, shall exclude real property taxes applicable to Tenant’s Premises within the Building, as to which property tax Tenant shall be solely responsible as of the effective date of this lease, which sum is $0.00 due to Tenant’s non-profit, property tax exempt status pursuant to Indiana Code Section 6-1.1-10-5 and IC 36-1-10-18. Landlord’s ability to limit landlord’s property tax liability to the space which is not occupied by Tenant is dependent upon the Landlord’s timely filing with the St. Joseph County Assessor of a property tax exemption application (Form 136), which Landlord shall file on or before the due date. The Tenant shall provide to Landlord or Landlord’s authorized agent within at least four (4) business weeks before March 1, 2024 and before March 1 of each lease year thereafter all information known to and concerning Tenant as required on the St. Joseph County real property tax exemption application (Form 136), such as a description of its operations, its personnel and similar matters, so that Landlord may file such form with the appropriate office of St. Joseph County on or before the filing deadline. Tenant’s assistance may include completion of that portion of the Tax Waiver Application concerning Tenant’s leasehold and operations, and return of the form to Landlord or agent within the time stated above. 4 Landlord’s failure to timely file the application form for tax exemption (Form 136) shall not alter the exclusion of real property tax from Tenant’s share of the Operating Costs provided Tenant timely submits the application to Landlord as described hereinabove, nor shall Tenant be responsible to pay or reimburse Landlord for the exempt portion of tax should landlord fail to timely file the application after receiving Tenant information as previously described. Landlord shall promptly and within ten (10) days of receiving notice from the County, communicate to Tenant whether the tax exemption application has been approved or denied. If Landlord claims that its belated filing of the tax exemption application form (No.136) was due to untimeliness of tenant’s information as previously described, the parties shall immediately attempt to mediate a resolution including whether Tenant should reimburse Landlord for the loss of exemption. Such mediation may be informal between the parties or through a professional mediator under Indiana’s Alternative Dispute Rules (ADR). Should such medication fail, Landlord shall be entitled to pursue any remedy al law. In the event that a tax exemption application is timely filed but denied by officials of St. Joseph County, Landlord shall cooperate in good faith to take prompt, necessary action to re- submit, alter, amend, otherwise cure, or timely and properly appeal a rejected exemption filing. If such curative action is not successful, Landlord shall promptly notify Tenant, and the parties shall immediately attempt to mediate a resolution. Such mediation may be informal between the parties or through a professional mediator under Indiana’s Alternative Dispute Rules (ADR). Should mediation fail, either party may terminate this lease upon written notice to the other party within forty-five (45) days from the date Tenant received receipt of notice of exemption denial from Landlord, and the lease termination shall be effective sixty (60) days after the date of such party’s notice to the other party of lease termination, during which 5 60 days period following notice of termination, Landlord may show the premises to other potential tenants during business hours upon 24 hours’ notice to Tenant, notwithstanding any other term in this Agreement.. For the full lease term “Operating Costs” shall also exclude replacement costs of structural or major components of the Building including but not limited to roof, parking lot re-pavement, heating systems, air conditioning units, windows, doors, walls, water pipes due to defect or age deterioration, sinks, toilets, and electrical components. Furthermore, “Operating Costs” do not include specific costs uniquely incurred by specific tenants which are separately billed to and reimbursed by such specific tenants, but shall consist of all other regular and routine operating costs of the Building, which shall be computed on the accrual basis in accordance with generally accepted accounting principles consistently applied. These include but are not limited to the following: 1.All reasonably necessary supplies and materials used in the operation, cleaning and maintenance of the Building, parking lot, and all of its machinery and equipment. 2.Costs of utilities, including water and power for heating, lighting, air conditioning and ventilating the entire Building (including all common and service areas), fuel adjustment charges, sewer use charges and any utility taxes. Tenant may, at any time and solely at Tenant expense, choose to provide a separate meter for any utility used by Tenant, such as water, sewer, and/or electricity and shall pay the cost of that utility directly. Such utility shall then be excluded from Tenant’s portion of the “Operating Cost” allocation. Landlord shall cooperate as needed with the separation of utilities if desired by Tenant. 3.Costs of all management, including management fees paid to a third party, maintenance and service agreements for the Building and the equipment therein, including, 6 without limitation, alarm service, trash removal, window cleaning and elevator maintenance. 4.Accounting costs, including the costs of audits by certified public accountants, pertaining solely to the management and operation of the Building. 5.Costs of, fire, casualty, and liability insurance for the Building, along with such Landlord personal property and equipment used solely for operation and maintenance of the building. 6.Costs of ordinary and usual repairs, and general maintenance of the Building excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or by other third parties, and alterations attributable solely to other Tenants of the Building. 7.Snow removal, landscaping and any and all other common area maintenance costs related to public areas, including sidewalks and landscaping on the Building's site. B.Except as provided otherwise in this paragraph, Tenant shall pay to Landlord as part of the Rental 32.92% of the Operating Cost within fifteen (15) days after delivery to Tenant of a statement of the Operating Cost and a computation of Tenant's share of the Operating Cost. C.Landlord may estimate the Operating Cost for the Building for any calendar year. Such costs for 2023 are estimated to be $19,710.48 ($1,642.54 per month), which rate excludes real property taxes allocable to the portion of the Building occupied by Tenant. Landlord shall notify Tenant at least fifteen (15) days prior to the next Rental payment date and Tenant shall pay to Landlord as part of the Rental 32.92% of such estimated annual cost. Estimated annual Operating Cost shall be payable in monthly installments as nearly equal as possible beginning on the Rental payment date next following the date of notice to Tenant as above stated and ending on the last Rental payment date for such calendar year. Within a 7 reasonable period of time after the end of such calendar year, Landlord shall render to Tenant a statement of the Operating Cost for such calendar year and a computation of Tenant's share of the Operating Cost. Within fifteen (15) days thereafter, Tenant shall pay to Landlord Tenant's share of the Operating Cost, less amounts previously paid by Tenants as a result of Landlord's estimate. If the computation shows that a refund is due Tenant, such amount shall be credited by Landlord against the next Rental payment due. Tenant shall have the right to see and examine original records of invoices, estimates and other proof of Landlord’s operating costs upon request. D.In accordance with Indiana law, all payments by the City under this Lease Agreement are subject to annual appropriation by its fiscal body. 6.SERVICES TO BE PROVIDED BY THE LANDLORD. The Landlord shall provide the following services to the Premises during reasonable business hours: A.Heat and air conditioning to provide, in the Landlord's judgment, comfortable occupancy, within government regulations, of the Premises under normal business operations daily from 7:00 a.m. to 6:00 p.m., Monday through Friday, holidays excepted. Wherever heat -generating machines or equipment are used or business operations are conducted in the Premises which, in the judgment of the Landlord, affect the temperature otherwise maintained by the air conditioning system, the Landlord reserves the right to modify said system, including the installation of supplementary air conditioning units in the Premises, and the cost and expense of operation and maintenance thereof shall be paid by the Tenant to the Landlord. 8 B.Water from city mains, drawn through fixtures installed by the Landlord for drinking, lavatory, and toilet purposes, including a reasonable amount of hot water, unless Tenant obtains its own water service. C.Electrical wiring system in the Premises for standard electrical receptacles and lighting fixtures. Such electricity will be used only for normal equipment and accessories. Replacement lighting tubes, lamps, bulbs, and ballasts required for the overhead lighting fixtures in the Premises will be installed at the Tenant's expense. D.Snow-removal services for the outside parking facilities, related driveways, and sidewalks at all reasonable times. E.Lavatories for the use of Tenant's employees and invitees in common with other Tenants in the building. The Landlord does not warrant that any of the services above mentioned will be free from interruptions caused by repairs, renewals, improvements, alterations, strikes, lockouts, accidents, inability of the Landlord to obtain fuel or supplies, or any other cause beyond the reasonable control of the Landlord. Any such interruption of service will not constitute an eviction or disturbance of the Tenant's use and possession of the Premises, or any part thereof, or render the Landlord liable to the Tenant for damages, or relieve the Tenant from performance of the Tenant's obligations under this Lease. The Landlord will use reasonable efforts to promptly remedy any situation which has interrupted such services. Tenant shall be responsible for Janitorial service for Tenant’s space and any and all costs and expenses relating to Internet service for Tenant's space including any and all costs associated with providing Metro net services to the Building. 9 8.LANDLORD'S TITLE. The Landlord's title is and always shall be paramount to the title of the Tenant, and nothing contained herein authorizes the Tenant to do any act which may encumber the title of the Landlord. This Lease is subject and subordinate to all ground and underlying leases, and to all mortgages which may now or hereafter affect such ground and underlying leases, or the real property or Building, of which the Premises form a part, and to all renewals, modifications, consolidations, replacements, and extensions thereof, and to all advances made or hereafter to be made on the security of any such mortgages. Provided, however, that notwithstanding the foregoing, the mortgagee may recognize this Lease and, in the event of a foreclosure sale under such mortgage or conveyance by deed in lieu of foreclosure, this Lease shall continue in full force and effect at the option of such mortgagee or purchaser under any such foreclosure sale or deed in lieu thereof. The Tenant covenants and agrees that it will, upon the written request of such mortgagee or such purchaser, attorn thereto and execute, acknowledge, and deliver any instrument that has for its purposes and effect subordination of this Lease to said mortgage. 9.ASSIGNMENT AND SUBLETTING. A.The Tenant may not assign or transfer all or any part of its rights and interests under this Lease, and may not sublet or permit the use and occupancy of all or any part of the Premises, to or by a third party without the prior written consent of the Landlord. The Landlord's consent under this sub-paragraph shall be in its absolute discretion and subject to such conditions as the Landlord may impose. If the Landlord grants its consent, then all consideration paid or to be paid by such third party, including any amounts in excess of the 10 rent due under this Lease, shall be paid directly to the Landlord, and the Tenant shall be responsible to the Landlord for any such consideration and the rent and other monies due under this Lease. B.The Landlord may transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and related real estate. After such transfer or assignment, the Landlord named in this Lease will have no further liability to the Tenant under this Lease for the obligations assumed by the assignee or transferee provided, however, the Tenant shall remain liable for the payment of the rent due hereunder until released by the Landlord from such liability. Landlord shall notify Tenant as soon as reasonably possible of any transfer or assignment of rights, or at least 30 days in advance of the next rental due date. However, if the transfer/assignment event occurs within less than 30 days of the next rental due date, then notice to Tenant shall be given within 72 hours of Landlord’s knowledge of the transfer or assignment 10.UNTENANTABILITY. If the Premises or the Building is made untenantable by fire or other cause, the Landlord may elect (a) to terminate this Lease as of the date of such casualty by notice to the Tenant within thirty (30) days after that date, or (b) to repair all damages to the Premises or the Building so that the same shall be restored to such condition as existed immediately prior to such damage. If the Landlord elects to terminate this Lease, the rent shall be abated on a per diem basis and be paid to the date of the fire or casualty. If the Landlord elects to restore the Premises and Building, such restoration shall be completed with reasonable promptness. If the Premises are unusable during such restoration, or if the Tenant is reasonably required to 11 close its operation while such repairs are made, the rent shall abate during such period of repair while such operations have ceased and the Premises are completely closed. If the Tenant continues to operate on the Premises during such repairs, but is unable to use a substantial portion thereof, then the rent shall be prorated in the proportion which the area of unusable leased space bears to the total Premises for the period that said space is unusable. The Landlord will not be liable for business losses to the Tenant by reason of damage to the Premises. If such untenantability is caused by the fault of the Tenant, there will be no apportionment or abatement of rent. Notwithstanding anything contained in this paragraph to the contrary, if the Premises is not or cannot be made tenantable within one hundred and eighty (180) days after said damage for any reason whatsoever, the Tenant may terminate this Lease. 11.SIGNS. Tenant shall pay for all signs related to the Tenant's use of the Premises. Signage shall be permitted on the outside of the Building as approved by the Landlord. No additional sign, advertisement, or notice may be inscribed, painted, or affixed on any part of the outside or inside of the Premises or building by the Tenant except on the doors of the Premises leased by the Tenant and on the directory board, and then at the Tenant's expense and only of such color, size, style, and material as is specified by the Landlord in writing. The Landlord reserves the right to remove all other signs at the expense of the Tenant. At the expiration of the lease term, the Tenant shall remove its signs from such doors and restore the Premises to substantially the same condition as existed prior to the commencement of the lease. 12.ALTERATIONS. 12 No alterations or additions may be made and no fixtures may be affixed to the Premises or the building without prior written consent of the Landlord. All such alterations, additions, and fixtures, except the Tenant's trade fixtures and business machines, shall be and remain the property of the Landlord unless otherwise agreed in writing by the Landlord. The Tenant upon vacating the Premises will repair any damage caused by any alterations so that the Premises is in substantially the same condition as it was in at the commencement of the lease. 13.USE OF THE PREMISES. The Tenant (a) shall occupy and use the Premises during the term for the purposes specified in Paragraph 3, above, and none other; (b) may not make or permit any use of the Premises which, directly or indirectly, is forbidden by public law, ordinance, or government regulations or which may be dangerous to life, limb, or property, or which may invalidate or increase the premium cost of any policy of insurance carried on the building or covering its operations; (c) may not obstruct or use for storage or for any purpose other than ingress and egress the sidewalks, entrances, courts, corridors, vestibules, halls, elevators , and stairways of the Building; (d) may not make or permit any noise or odor that is objectionable to other occupants of the Building to emanate from the Premises, may not create or maintain a nuisance thereon, may not disturb, solicit, or canvass any occupant of the building, and may not do any act tending to interfere with the quiet enjoyment of their leased space in the Building by other Tenants, or to injure the reputation of the Building; (e) may not install any antennae, aerial wires or other equipment inside or outside the Building; (f) may not place, or permit to be placed, an y article of any kind on the window ledges or on the exterior walls and may not throw, or permit to be thrown or dropped, any article from any window of the Building; (g) 13 may not attach additional locks or similar devices to any door or window and, upon the termination of this Lease or of the Tenant's possession, shall surrender all keys to the Premises and shall explain to the Landlord all combination locks on safes, cabinets, and vaults; (h) shall be responsible for locking the doors and closing the transoms and windows in and to the Premises; (i) may not install any blinds, shades, awnings, or other form of inside or outside window covering or window ventilators or similar devices without the prior written consent of the Landlord; (j) may not overload any floor, shall route and locate safes and other heavy articles as the Landlord may direct, shall bring safes, furniture, and all large articles through the Building and onto the Premises at such times and in such manner as the Landlord directs and at the Tenant's sole risk and responsibility, and shall list all furniture, equipment, and similar articles to be removed from the Building for approval at the office of the Management before the removal of such articles; (k) may not install in the Premises any equipment which uses a substantial amount of electricity without the advance written consent of the Landlord, shall ascertain from the Landlord the maximum amount of electrical current which can safely be used in the premises, taking into account the capacity of the electrical wiring in the Building and the Premises and the needs of other Tenants in the Building and, notwithstanding the Landlord's consent to such installation, may not use more electricity than such safe capacity; (l) shall be responsible for the cost of modification, installation, maintenance, repair, and additional operating and utility expenses related to any supplementary air conditioning required by heat-generating machines or equipment used by the Tenant. All persons entering or leaving the Building between the hours of 6:00 p.m. and 8:00 a.m. Monday through Friday or any time Saturdays, Sundays, or holidays, may be required to 14 identify themselves to a watchman, by registration or otherwise, and to establish their right to enter or leave the Building. Provided further that nothing contained herein shall be construed to require the Landlord to provide watchmen or other security agents on or about the Building. The Landlord may exclude or repel any peddler, solicitor, or beggar. In addition to all other liabilities for breach of any covenant of this Paragraph, the Tenant shall pay to the Landlord, as additional rent hereunder, an amount equal to any increase in insurance premiums caused by such breach. The violation of any covenant of this Paragraph may be restrained by injunction. 14.REPAIRS. The Tenant shall take good care of the Premises and the fixtures therein and shall keep the Premises in good order, condition, and repair at the Tenant's expense during the term of this Lease, including the replacement of all interior broken glass. Exterior glass broken by the Tenant will be replaced by Landlord, at Tenant's sole cost and expense and the Tenant shall promptly pay the Landlord for the costs thereof as additional rent for glass of the same size and quality. If the Tenant does not make necessary repairs within a reasonable time and adequately, the Landlord shall promptly notify Tenant in writing of the incompletion or inadequate completion, and Landlord may, but need not, make such repairs and the Tenant shall promptly pay the Landlord for the costs thereof as additional rent. On the expiration or early termination or cancellation of this Lease, the Tenant shall surrender the Premises and the Landlord's fixtures in as good condition as of the time of delivery to the Tenant, subject to reasonable wear and tear. All injury to the building or fixtures caused by moving of the Tenant in and out of the Building and any and all breakage or any other injury whatsoever to 15 the Building, fixtures or to the property of any Tenants of the Building caused by the Tenant and any damage done by water, steam, electricity, fire, or other substance to the Building or fixtures, or to the property of other Tenants in the Building caused by the Tenant may be repaired by the Landlord at the expense of the Tenant, and the cost thereof shall become due and payable by the Tenant as additional rent upon the delivery of a statement of such costs by the Landlord to the Tenant, or mailing the same, postage prepaid, to the Tenant at its last known address. 15.EMINENT DOMAIN. If the Building, or any portion thereof, which includes a substantial part of the Premises or which prevents the reasonable operation of the Tenant's business shall be taken or condemned by a competent authority for any public use or purpose, the term of this Lease shall end upon, and not before, the date when the possession of the part so taken shall be required for such use or purpose. The Tenant may not share in the condemnation award, except for its personal property and relocation awards, if any. 16.RIGHTS RESERVED TO LANDLORD. The Landlord reserves all rights incident to its ownership of the Building, including, but not limited to, the right (a) to change the name or street address of the Bui1ding without notice or liability; (b) to install and maintain signs on the exterior of the Building; (c) to approve all sources furnishing sign painting and lettering, and drinking water, used on the Premises; (d) if, during or prior to the termination of this Lease, the Tenant vacates the Premises, to decorate, remodel, repair, alter, or otherwise prepare the Premises for reoccupancy; (e) to have pass keys to the Premises; (f) to exhibit the Premises during the last ninety (90) days of the 16 lease term; (g) to take any and all measures, including inspections, repairs alterations, additions, and improvements to the Premises or to the Building as may be necessary or desirable for the safety, protection, or preservation of the Premises or the Building or the Landlord's interest therein, or as may be necessary or desirable in the operation of the Building; (h) to approve all movers employed by the Tenant to move the Tenant's furnishings, fixtures, and equipment in or out of the Premises. The Landlord may enter upon the Premises and may exercise any or all of the foregoing rights hereby reserved without being deemed guilty of an eviction or disturbance of the Tenant's use or possession and without being liable in any manner to the Tenant. 17.HOLDING OVER. In the event Tenant should remain in possession of the Premises after expiration of the term of this Lease without execution by Landlord and Tenant of a new Lease, then Tenant shall be deemed to be occupying the leased Premises as a tenant at sufferance subject to all of the covenants and obligations of this Lease and at a daily rental of twice the per diem rate of rental provided hereunder computed on the basis of a thirty (30) day month. Landlord, upon notice to Tenant, shall have the right to deem the continuing occupancy of Tenant to constitute the creation of a month to month tenancy at a monthly rental of twice the monthly rental provided hereunder, which month to month tenancy shall continue until either party shall have given the other one full calendar months’ notice of an intention to terminate such month to month tenancy. 18. NOTICE AND PAYMENTS. Any notice which the Landlord may desire or be required to give the Tenant shall be deemed sufficiently given or rendered if delivered in writing to the Tenant personally or 17 sent by certified or registered mail, addressed to the Tenant at the Premises, return receipt requested. Notices to Tenant shall be sent to the Director of the South Bend Human Rights Commission with a copy to the City Controller whose offices are at 224 West Jefferson Boulevard, 1200 County City Building, South Bend, Indiana,46601 All payments to the Landlord and any notice which the Tenant may desire or be required to give the Landlord shall be deemed sufficiently given or rendered if delivered in writing to the Landlord personally or sent certified or registered mail, return receipt requested, addressed to the Landlord at 3930 Edison Lakes Parkway, Suite 200. Mishawaka, Indiana 46545 or at such other place as the Landlord may, from time to time, designate in writing. 19. DEFAULT BY TENANT. In the event of a default by the Tenant under this Lease, the Landlord shall promptly provide Tenant with Notice of Default identifying with reasonable specificity the term or condition of the lease, or other reason for default permitted by law. Tenant shall have a reasonable time in which to cure the default. If Tenant has not cured the default or notified Landlord within 30 days of the date of Notice of Default of the steps it intends to take to cure the default, provided the steps are reasonable, and as such, acceptable to Landlord, Landlord will have the following remedies: A.The Tenant shall pay upon demand all the Landlord's costs, charges, and expenses, including reasonable fees of attorneys, agents, and others retained by the Landlord, incurred in enforcing the Tenant's obligations hereunder or incurred by the Landlord in any litigation, negotiation, or transaction involving the Tenant, in which the Landlord becomes involved or concerned without the Landlord's fault. Landlord shall pay all the Tenant’s costs, charges and 18 expenses, including reasonable fees of attorneys, agents, and others retained by the Tenant, incurred in defending or enforcing the Tenant's rights hereunder or incurred by the Tenant in any litigation, negotiation, or transaction involving the Landlord which the Tenant becomes involved or concerned without the Tenant's fault. B.If the Tenant either fails to pay any rent or other monies owed to the Landlord on the date it is due, or is otherwise in default of any of its obligations or duties under this Lease, and if Landlord has complied with the terms for Notice of Default, then the Landlord may enter into and upon the Premises, or any part thereof, and repossess the same, with or without terminating this Lease and without prejudice to any of its remedies for rent or breach of covenant and may, at its option, terminate this Lease by giving written notice of its election to do so or may, at its option, lease the Premises, or any part thereof, as the agent of the Tenant, or otherwise. The Tenant shall, without demand or further process of law, pay to the Landlord at the end of each month during the full term of this Lease the difference between the rent due the Landlord from the Tenant under this Lease, including any increases in rent due under this Lease, and the net receipts, if any, being received by the Landlord from the Premises (such net receipts to be calculated by deducting from the gross receipts the expense incurred by the Landlord in connection with the reletting of the Premises and performing the Tenant's obligations hereunder). In the event the rent for reletting the Premises is higher than the monthly rent under the term of this Lease, then such excess rent shall belong to the Landlord and the Tenant will have no claim or right thereto. 20.The Tenant shall pay upon demand all the Landlord's costs, charges, and expenses, including reasonable fees of attorneys, agents, and others retained by the Landlord, incurred in enforcing the Tenant's obligations hereunder or incurred by the Landlord in any litigation, negotiation, or transaction involving the Tenant in which the Landlord becomes involved or 19 concerned without the Landlord's fault. . 21.DEFAULT BY LANDLORD. If the Premises, or any part thereof, are at any time subject to a mortgage, a deed of trust, or a similar lien instrument, and this Lease or the rentals are assigned to such mortgagee, trustee, or beneficiary, and the Tenant is given written notice thereof, including the post office address of such assignee, then the Tenant may not terminate this Lease for any default on the part of the Landlord without first giving written notice by certified or registered mail, return receipt requested, to such assignee, to the attention of the mortgage loan department, specifying the default in reasonable detail, and affording such assignee a reasonable opportunity to make performance at its election for and on behalf of the Landlord. In the event of a default by the Landlord under this Lease, the Tenant shall promptly provide Landlord with Notice of Default identifying with reasonable specificity the term or condition of the lease, or other reason for default permitted by law. Landlord shall have a reasonable time in which to cure the default. If Landlord has not cured the default or notified Tenant within 30 days of the date of Notice of Default of the steps it intends to take to cure the default, provided the steps are reasonable, and as such, acceptable to Tenant, Landlord shall pay, provided Tenant has complied with the terms for Notice of Default, any costs, charges, and expenses including reasonable fees of attorneys, agents and others retained by Tenant incurred in enforcing any of Landlord’s obligations under this Lease or incurred by the Tenant in any litigation, negotiation, or transaction involving the Landlord in which the Tenant becomes involved or concerned without the Tenant's fault 22.LIABILITY INSURANCE. The Tenant shall have the right to self-insure, the City of South Bend carries a blanket 20 insurance policy covering property in which the City holds an interest, which shall include the Premises. In addition, the City is a municipal corporation that is self-insured under provisions of Indiana statutes and local ordinance. Specifically, the City of South Bend is covered by a non-reverting insurance premium and liability reserve fund created by the City of South Bend, Ordinance § 6657-79, pursuant to Indiana Code 34-13-3-4, as amended from time to time. The City's liability limits, subject to change by Indiana statute, are as follows: •$700,000.00 for bodily injury, including death for any one (1) person in any one (1) occurrence; •$5,000,000.00 for such injuries for all persons for any one (1) occurrence; •$1, 000,000.00 property damage insurance, or a combined single limit in the amount of $6,000,000.00. 23.WAIYER OF SUBROGATION. Each party hereby waives all claims for recovery from the other party for any loss or damage to any of its property insured under valid and collectible insurance policies to the extent of any recovery collectible under such Insurance, subject to the limitation that this waiver shall apply when permitted by the applicable policy of Insurance. 24.INDEMNIFY AND HOLD HARMLESS. Tenant agrees to indemnify Landlord for, and hold Landlord harmless from and against all fines, suits, claims, demands, liabilities and actions (including reasonable costs and expenses of defending against such claims) resulting or alleged to result from any breach, violation or non-performance of any covenant or condition hereof, or from the use of occupancy of the Leased Premises, by Tenant or Tenant's agents, employees, licensees, or invitees, for any damage to person or property resulting from any act or omission or negligence of any co- tenant, visitor or other occupant of the Leased Premises except as Landlord' s own negligence 21 may contribute thereto. Under the latter circumstances of Landlord negligence, Landlord agrees to indemnify Tenant for, and hold Tenant harmless from and against all fines, suits, claims, demands, liabilities and actions (including reasonable costs and expenses of defending against such claims) resulting or alleged to result from any breach, violation or non- performance of any covenant or condition hereof , or from the use or occupancy of the Leased Premises by Landlord or Landlord's agents, employees, licensees, or invitees, for any damage to the person of Tenant’s agents, employees. Licensees or invitees, or damage to the property of such persons resulting from any act or omission or negligence of any employee, agent, licensee or invitee of Landlord. 25.OFFSET STATEMENTS. The Tenant agrees to any time and from time to time, upon not less than twenty (20) days prior written request by the Landlord, to execute, acknowledge, and deliver to the Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, stating the modifications, and that the Lease, as so modified, is in full force and effect), the commencement and termination dates of this Lease, that the Tenant has accepted the Premises, and the date to which the rental and other charges have been paid in advance, if any, and that the Tenant has no claims against the Landlord or offsets against rent. It is intended that such statement may be relied upon by prospective purchasers of the Landlord's interest in the land and building, or by a mortgagee or assignee of any mortgage upon the Landlord's interest in the land and building. 26.LIENS. Public policy and necessity prohibits the acquisition and enforcement of mechanics lien 22 against public property held for public use, therefore neither the Landlord nor the Tenant may not do any act which in any way encumbers the title of the Landlord or interest of the Tenant in and to the Premises and the building, nor shall the interest or estate of the Landlord or Tenant in said Premises and building be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any expenses or implied contract by t either party. Neither the Landlord nor the Tenant will permit the Premises and the building to become subject to any mechanics', laborers', or materialmen's liens on account of labor or material furnished, or claimed to have been furnished, to the Landlord or the Tenant for or on the Premises and building. 27.HAZARDOUS MATERIALS. Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Premises or the real estate described in Exhibit B (the "Real Estate") by Tenant, its agents, employees, contractors or invitees without the prior written consent of Landlord, which consent shall not be unreasonably withheld as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises or Real Estate. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Premises or Real Estate caused or permitted by Tenant results in contamination of the Premises or Real Estate or if contamination of the Premises or Real Estate by Hazardous Material otherwise occurs for which Tenant is legally responsible to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, 23 costs, liabilities or losses (including, without limitation, diminution in value of the Premises or Real Estate, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises or Real Estate, damages arising from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, attorney's fees, consultants' fees and expert fees) which arise during or after the lease term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Real Estate. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises or Real Estate caused or permitted by Tenant results in any contamination of the Premises or Real Estate, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises or Real Estate; provided that Landlord's written approval of such actions shall be first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long term or short term effect on the Premises or Real Estate. The foregoing indemnity shall survive the expiration or earlier termination of the Lease. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes defined or specified in 42 U.S.C { 9601 et seq. and any similar state statute or local ordinance applicable to the Real Estate as well as any rules and regulations promulgated, administered or enforced by any governmental agency or authority pursuant thereto including any subsequent amendments 24 thereof. 27.EXCULPATION. Tenant’s source of satisfaction of Landlord’s obligation hereunder shall be limited to the Property and Tenant shall not seek to procure payment out of any other assets of Landlord or any person or entity comprising Landlord, or to seek any judgment for any sums which are or may be payable under this Lease. 28.MISCELLANEOUS. A.The invalidity of any provision, clause, or phrase will not serve to render the balance of this Lease ineffective or void. B.This Lease shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, executors, administrators, devisees, successors, and assigns. Any reference to the Tenant or Landlord shall, for the purpose of determining liability for property damage, personal injury, and the like, be deemed to include the Tenant, the Landlord, his or her respective agents, employees, servants, partners, independent contractors, licensees, invitees, guests or visitors. C.This Lease supersedes and cancels all prior negotiations and agreements whatsoever, and this Lease shall be amended only upon the joint written agreement of the parties. D.Except as elsewhere herein expressly provided, all amounts owed by the Tenant to the Landlord hereunder shall be deemed to be additional rent and shall be deemed payable within thirty-five (35) days from the date the Landlord renders a statement of account therefore to the Tenant and in accordance with I.C. 5-17-5-1 late payments shall bear interest at the rate of one (1) percent per month thereafter until paid. E.The Tenant shall abide by all reasonable rules and regulations existing or hereinafter adopted by 25 the Landlord pertaining to the operation and management of the Building. Smoking is not permitted in any of the common areas of the Building including hallways, lobbies, stairwells and bathrooms. Tenant shall not permit any of its employees or invitees to smoke in any common areas of the Building. If any rules and regulations adopted by the Landlord are contrary to the terms of this Lease, the terms of this Lease shall govern. F.If the parties are unable to resolve any disputes arising under this Agreement, then before initiating litigation, the parties will endeavor to settle any such disputes between them by mediation under the Indiana Rules for Alternative Dispute Resolution (ADR). If within ten days after the parties cease direct negotiations and they cannot agree upon a mediator, Tenant will provide Landlord with a list of three individuals then listed on Indiana’s list of registered civil mediators, who are available to conduct mediation within forty-five days from date of such mediator’s selection, and who have no unwaived conflict of interest with respect to either Party. Landlord shall (within ten (10) business days after receipt of such list) select one (1) of the individuals from such list as mediator. Each party will bear its own cost of mediation; provided, however, the cost charged by any independent third party mediator will be borne equally by the parties. In the mediation, each Party may be represented by their own counsel. All negotiations and discussions pursuant to mediation will be confidential non-discoverable and inadmissible for litigation. The parties shall endeavor to complete mediation as expeditiously as possible; however, either party may withdraw from mediation if the mediation continues or cannot be completed within forty-five (45) days from date of selection of a mediator. If a dispute has not been resolved through mediation, either party may file suit to enforce its rights in a competent court in St.Joseph County, Indiana , and Indiana law shall apply. (Remainder of page intentionally left blank) 26 IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives, have caused this Lease to be executed as of the day and year first written above. LANDLORD: MedPro Properties, LLC By: _________________________________ Title: ________________________________ Attest: _________________________________ TENANT: City of South Bend, Indiana, Board of Public Works for the use and benefit of the South Bend Human Rights Commission October 10, 2023 27 EXHIBIT A Depiction of Premises 28 EXHIBIT B Description of Real Estate BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 9/26/23 Name Michael Schmidt Department Legal BPW Date October 10, 2023 Phone Extension Ext. 5860 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Michael Schmidt Dept. Attorney Attorney Name Michael Schmidt Purchasing Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. PCA Chg. Order, No. Traffic Control Resolution Other: Lease x Ease./Encroach Required Information Company or Vendor Name MedPro Properties, LLC New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name Lease for South Bend Human Rights August 1, 2023 through July 31, 2024 Project Number Funding Source Account No. Amount $24,157 per year plus CAM Terms of Contract Purpose/Description _______________________________________________________________ _____________________________________________________________ For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: