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HomeMy WebLinkAboutLicense Agreement - CCTV Camera Property at Portage Manor Property – St. Joe. Cnty. BOCLICENSE AGREEMENT This License Agreement ("License" or “Agreement”) is made and entered into this 13th day of August, 2024, by and between the City of South Bend, Indiana, acting by and through its Board of Public Works ("City"), and St. Joseph County, acting by and through its Board of Commissioners ("County") (each a “Party” and collectively, “Parties”). RECITALS: WHEREAS, the County desires to install CCTV Cameras on City-owned infrastructure (the “Project”) for the purposes of enhancing safety to its property; and WHEREAS, the City shares a common interest with the County to promote safety within the City and for greater public good; and WHEREAS, the City agrees to permit the County and its affiliates and contractors access to City-owned infrastructure to conduct the Project and to perform its other obligations as set forth herein; and NOW, THEREFORE, in consideration of the parties' mutual promises and undertakings, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT: 1.The Project. The County plans to purchase and install a CCTV camera (“Camera”) upon a City-owned light pole and/or traffic pole (“Light Pole”) adjacent to the Portage Manor property located at 3016 Portage Avenue in South Bend, Indiana. The County shall furnish all labor and materials needed to perform the installation for the Project. The Camera must be reasonable in size and appearance and must be in compliance with all applicable federal, state, and local laws, rules and permit conditions. The County agrees to take full responsibility for the future maintenance and upkeep of the Camera, which includes all tasks such as securing, repair and maintenance, replacement, updating, cleaning and maintaining the entire condition of the Camera. The County shall execute its responsibilities as to the Camera in a good, safe, and workman like manner. Further, the County shall comply with the Indiana Archives and Records Administration (“IARA”) guidelines to maintain and store electronic footage for the period of time proscribed by the IARA, as well as all other applicable mandates required by the IARA. The City shall remain responsible for the maintenance of the Light Pole. 2.Access. The City agrees to grant access to the County for the installation and use of the Camera for its intended lawful purpose provided the County provides the City full access to any recording or related data as set forth under the FUSUS program. The FUSUS program is a new public safety program enabling the people of South Bend to help keep their community safe through the gathering of evidence, including video feed recorded by the Camera. The location is set forth in Exhibit A. 3.Te rm. This License shall be effective upon the execution of the Agreement by the last party to approve said Agreement and continue for such time that either Party terminates the Agreement. The termination of this Agreement will be noticed by providing a thirty (30) day written notice to the other Party. During the Term, the City hereby grants the County a right, and non-exclusive, indefinite license to enter onto and remain upon the Light Pole solely for the purposes set forth herein. 4. Compliance. The County, at its expense, shall comply, and cause its contractors to comply, as applicable, with all laws, orders and regulations of any governmental authorities and with any directive of any public officer with respect to activities permitted hereunder. 5. Encumbrances. The County shall not permit or suffer any lien to attach to City property as a consequence of the exercise of County’s rights under this License, and if any such lien arises or accrues against the Camera, the County shall immediately effect the removal thereof at no cost or expense to the City. 6. Indemnification. The County agrees to indemnify, defend and hold harmless the City, its respective agents, servants, employees, contractors, affiliates and representatives from any and all liability, loss, expense, damage, judgment or settlement which they or any of them may suffer, sustain or incur as a result of any claims, demands, costs, actions, causes of actions, damages or judgments including, without limitation, reasonable attorneys' fees, asserted against or incurred by or on behalf of the City, arising out of or resulting from the activities of the County or its contractors on City property relating to the Camera. The County’s indemnification obligations hereunder do not include (a) any liability, loss, expense, or damage which is the result of or arises out of the sole negligence of the City, its agents, servants, employees, trustees, officers, contractors, affiliates or representatives; or (2) to the extent any liability, loss, expense, or damage is caused by the negligence of another party. 7. Breach. In the event that the County fails to comply with or perform any one or more of the covenants, terms and conditions to be complied with or performed by it under this License or is otherwise in default hereunder, then, and in any such event, the City shall have the right to seek equitable relief, including, without limitation, specific performance to enforce compliance with and performance of the covenants, terms and conditions to be complied with or performed by County hereunder. The City shall notify the County of any failure to comply with any terms or conditions set forth in this Agreement in writing. Further, if County fails to comply with any obligation hereunder, the City shall be permitted (but not obligated) to perform such obligation for and on behalf of County, and County shall immediately reimburse the City for such costs and expenses. The failure of the City to bring action based upon any breach hereof by County shall not be deemed nor shall it constitute a waiver of any of the terms, covenants or conditions of this License. 8. Relationship/Independent Contractor. Both Parties, in the performance of this Agreement, shall act in their individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employees or agents of one Party shall not be deemed or construed to be the employees or agents of the other Party for any purpose whatsoever. 9. Assignment. This License may not be assigned, sublicensed or otherwise transferred by the County without the prior written consent of the City, which may be withheld in the City's sole discretion. Subject to this paragraph, this License shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 10. Jurisdiction. This License shall be governed by, and construed in accordance with, the laws of the State of Indiana. Any dispute arising hereunder shall be resolved exclusively in the courts of the State of Indiana in St. Joseph County. The parties hereby irrevocably consent to jurisdiction and venue of said courts. 11. Modification. This License may not be changed or modified, except by an agreement in writing signed by the party sought to be charged with such change or modification. 12. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be stricken and the remaining provisions of this Agreement shall remain unaffected as if the illegal or unenforceable provision never existed. 13. Countersignature and Electronic Signature. This Agreement may be signed in counterparts, each of which will be deemed an original and all of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, which shall be binding upon each signing party to the same extent as an original executed version hereof. 14. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the County and the City as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. 15. Notice. All notices which are required or may be given pursuant to the terms of this License shall be submitted to the offices identified below. Notices and communications hereunder shall be deemed to have been made three (3) business days after being deposited in the United States Mail if given by registered or certified mail, return receipt requested, postage prepaid and addressed to the party to receive such notice or communication at the address given below, or such other address as may hereafter be designated in writing. The City: Executive Director Department of Public Works 1300N County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 With a Copy to: Sandra Kennedy 1200S County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 County : Board of Commissioners c/o Vice-President Derek Dieter 722 County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 With a Copy to: Michael Misch Sent from my iPhone August 13, 2024 EXHIBIT A Locations of Cameras BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date August 09, 2024 Name Jenna Throw Department Legal BPW Date August 13, 2024 Phone Extension Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name Cynthia Simmons BPW Attorney Attorney Name Michael Schmidt Dept. Attorney Attorney Name 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: License Agreement Ease./Encroach Required Information Company or Vendor Name St. Joseph County Board of Commissioners New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name Project Number Funding Source Account No. Amount Terms of Contract License Agreement to allow the County to purchase and install a CCTV Purpose/Description camera upon a City owned light pole and /or traffic pole adjacent to the Portage Manor property located at 3016 Portage Avenue, South Bend, IN ______________________________________________________________ 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: