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HomeMy WebLinkAboutLicense Agreement - Training Purposes for Active and Retired Members of SBPD – FOP Lodge No. 361 LICENSE AGREEMENT BETWEEN THE CITY OF SOUTH BEND AND FRATERNAL ORDER OF POLICE LODGE NO. 36 (Use of Property Located at 23527 State Road 23, South Bend, Indiana) THIS AGREEMENT is made effective the 1st day of January 2025, by and between the Fraternal Order of Police Lodge No. 36, hereinafter referred to as "Grantor", and the Civil City of South Bend, Indiana, acting by and through its Board of Public Works, for the use and benefit of the South Bend Police Department, collectively hereinafter referred to as "Grantee": WITNESSETH THAT: WHEREAS, Grantor is the fee simple owner of certain real property and improvements located in St. Joseph County at 23527 State Road 23, South Bend, Indiana ("Property"); and WHEREAS, Grantee desires the use of Grantor's Property for training purposes; and WHEREAS, Grantor desires to grant to Grantee a license to use the Property for the stated purpose. NOW THEREFORE, in consideration of the terms, conditions and mutual covenants and agreements contained in this Agreement, and other good and valuable consideration received by each party, the sufficiency of which is hereby acknowledged, Grantor and Grantee agree as follows: 1.0 Grant of License. 1.1 Grant. Grantor hereby grants to Grantee, its agents, and employees the exclusive right, privilege, and license to the use the Property solely for training purposes for the active and retired members of the South Bend Police Department and of other officers and City employees trained by the South Bend Police Department. 2 2.0 Term. The Term of this Agreement shall be for three years (3) years commencing on January 1, 2025 ("Commencement Date") and ending on December 31, 2027 ("Expiration Date"). 3.0 Consideration. 3.1 Annual Fee. Grantee shall pay an Annual License Fee to Grantor over the Term of the Agreement in the amounts of $47,500 for the year 2025, $55,000 for the year 2026, $62,500 for the year 2027. Grantor shall invoice Grantee for the Annual License Fee on or about December 31 of the preceding year, and each payment is due and payable in full on or before March 1st of each calendar year. 3.2 Additional Consideration. In further consideration of the license granted by this Agreement, Grantee’s Annual Fee, as enumerated in Section 3.1, reflects an increase in the year- to-year annual fees. The higher increase is to account for the expense of ongoing maintenance of the Property, which is and shall be the sole responsibility of the Grantor. 4.0 Use of Property It is understood and agreed that Grantee's right to use the Property shall be exclusive. Grantee shall have a right of first refusal over Grantor's use of the Property, including any third party uses; however, such right of first refusal must be reasonable in nature and not unduly burdensome to Grantor and Grantor's efforts to serve its members or its interests. Grantor shall provide Grantee with thirty (30) days’ prior written notice of any use of the Property, and Grantee shall provide its refusal or acceptance of such use within ten (10) days of receiving such notice. The parties agree to attempt in good faith to establish a schedule for the use of the Property so that Grantor's use of the Property shall not conflict with Grantee's use. 3 5.0 Indemnification and Insurance. 5.1 Indemnification. 5.1.1 Grantor’s Obligation. Grantor shall indemnify, defend and hold harmless Grantee, its officials, executives, agents, and employees from and against claims, damages, costs, expenses, or liabilities (collectively " Claims") arising out of or in any way connected with this Agreement, including Claims for loss or damage to any property, for death or injury to any person or persons, but only in proportion to and to the extent that such Claims arise from the negligent or intentional acts or omissions of Grantor, or its officers, members, agents, or employees. 5.1.2 Grantee's Obligation. Grantee shall indemnify, defend and hold harmless Grantor, its officers, members, agents, employees, successors and assigns from and against any Claims arising out of or in any way connected with this Agreement, including Claims for loss or damages to any property, or for the death or injury to any person or persons, but only in proportion to and to the extent that such Claims arise from the negligent or intentional acts or omissions of Grantee, its officers, agents or employees. Notwithstanding the foregoing or anything to the contrary contained herein, Grantee does not waive any governmental immunity or liability limitations available to it by law. 5.2 Insurance. Grantor, at its sole cost and expense, shall insure its activities in connection with this Agreement and obtain, keep in force, and maintain general liability insurance, property insurance, and workers' compensation as required by Indiana law. The minimum limits of coverage shall be: General Liability Insurance: Each occurrence: $700,000 General aggregate: $5.0 Million 4 Property Insurance: Fire and extended coverage in an amount equal to 100% of the full replacement value of the improvements on the Property. Grantee is a municipal corporation organized under the laws of the State of Indiana, maintains blanket insurance coverage over real and personal property, and 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. Grantee, at its sole cost and expense, shall insure its activities in connection with this Agreement and maintain its general liability self-insurance program and workers' compensation coverage as required by Indiana law. 6.0 Breach of Agreement. In the event that Grantee fails to make payments as provided in this Agreement or breaches any covenant, restriction or condition set forth in this Agreement, Grantor shall provide Grantee with 30 days written notice of said breach, and if Grantee fails to cure said breach within fifteen (15) days of receiving said notice, the entire remaining Annual License Fee due under this Agreement shall immediately become due and payable without further notice or demand. In the event of such default by Grantee, Grantee shall immediately cease using the Property until such default has been cured. 7.0 Miscellaneous. 7.1 Compliance with Laws. The parties shall comply with all applicable federal, state, and local laws, rules, regulations and ordinances, and all provisions required to be included in this Agreement are hereby incorporated by reference. The enactment or modification of any applicable state or federal statute or the promulgation of rules or regulations after the execution 5 of this Agreement shall be reviewed by the parties to determine whether the provisions of this Agreement require formal modification. 7.2 Cooperation in the Event of a Legal Challenge. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the parties shall cooperate in defending such action or proceeding to settlement or final judgment, including all appeals. Unless otherwise agreed in writing, each party may select its own legal counsel and retain such counsel at its own expense. 7.3 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. 7.4 Law Governing. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. 7.5 Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected party (“Force Majeure Event"), the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall immediately be suspended. If the period of non-performance exceeds thirty (30) calendar days from receipt of notice of the Force Majeure Event, the party who has the ability to perform may terminate this Agreement by giving written notice to the other party. In the event that the Property is unavailable for the Grantee’s use for a period of seven (7) days or 6 more, the Annual License Fee for the affected year shall be prorated for such time period, with the amount of such pro-ration credited to the following year’s Annual License Fee. 7.6 Corporate Authority. The persons signing on behalf of the respective parties represent that he/she has been duly authorized to execute this Agreement and has obtained all necessary and applicable approvals to make this Agreement fully binding. The parties have read and understand the foregoing terms of this Agreement and do, by their respective signatures agree to its terms. [SIGNATURE PAGE FOLLOWS] 7 Date: Date: FRATERNAL ORDER OF POLICE CITY OF SOUTH BEND LODGE NO. 36 BOARD OF PUBLIC WORKS Joshua Morgan, President Elizabeth Maradik President Joseph Molnar, Member Gary Gilot, Member Breana Micou, Member Murray Miller, Member Theresa Heffner, Clerk Board of Public Works January 28, 2025 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 1/14/24 Name Michael Schmidt Department Legal BPW Date 1/28/25 Phone Extension 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 Kylie Connell 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 Ease./Encroach Required Information Company or Vendor Name Fraternal Order of Police Lodge 36 New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name License Agreement - Use of Property Located at 23527 State Road 23, South Bend, Indiana Project Number Funding Source Account No. Amount Terms of Contract 3 Year Lease, $47,500, $55,000, and $62,500 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: