HomeMy WebLinkAboutAgreement - Ivy Tech Community College - Donation of 7 Modular Buildings1316 COUNTY -CITY BUILDING'
227 W, JEFFERSON Bota,LVAIW
SOUTH BEND. INDIANA 46601-1830
CITY OF SouTfi BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC
February 27, 2018
Andrew Williams
Ivy Tech Community College
220 Dean Johnson Blvd.
South Bend, IN 46601
RE: Agreement
Dear Mr. Williams:
PHONE 574/235-9251
FAX 574/235-9171
The Board of Public Works, at its meeting held on February 27, 2018, approved the above
referenced agreement to accept the donation of seven (7) modular buildings in the amount of
$I.
Enclosed please find a copy of the agreement for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Mat tin, Cl/ivll�
Enclosure
G: Pam Meyer, Community Investment
GARY A. GiLm' SUZANNAM.FRITZBERo EuZABETi-iA.MARADIK JAMEs A. MUELLER THERESE J. DORAIJ
DULAR BUILDING TRANSFER AGREEMENT
1'
This Modular Building Transfer Agreement is made on February 02018 (the "Effective
Date"), by and between the City of South Bend, acting by and through its Board of Public Works
(the "City"), and Ivy Tech Community College (the "College") (each a "Party," and together the
"Parties").
RECITALS
A. The College owns certain property described as seven (7) re -locatable modular
buildings (collectively the "Buildings") that are located on the Ivy Tech Community College South
Bend campus, 220 Dean Johnson Boulevard, South Bend, Indiana 46601 (the "Site"), which are
further identified in attached Exhibit A.
B.. Pursuant to Ind. Code 36-1-10.5-1(b)(1), a transfer of structures to the City for a
total price of Twenty -Five Thousand Dollars ($25,000.00) or less is not subject to the acquisition
requirements of Ind. Code 36-1-10.5, and the Parties desire to accomplish the conveyance of
ownership of the Buildings from the College to the City in accordance with the terms of this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth and for other good
and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. Transfer; Cooperation. College agrees to transfer, convey, and quitclaim to City all
of College's right, title, and interest in and to the Buildings in their "as -is" condition. In exchange
for College's conveyance of the Buildings, the City agrees to pay College the sum of One Dollar
($1.00) as the purchase price for the Buildings. The conveyance of the Buildings will be
consummated at the time the City takes possession of the Buildings and removes them from their
current location on the College's campus located in South Bend, Indiana (the "Site"), in accordance
with the terms of Section 5 below. The Parties agree to coordinate with one another in good faith
and to take all actions necessary, at the City's sole expense, to document and record with any
necessary governmental agency College's conveyance of and the City's acceptance of title to the
Buildings. In addition, College will provide to the City all documentation, files, records, and other
information in College's possession with respect to the construction, condition, and maintenance
of the Buildings.
2. Risk of Loss. All risks of loss with respect to the Buildings shall be deemed
transferred to City as of the Effective Date of this Agreement.
3. Cancellation of Agreement; Ins ep ction. This Agreement may be cancelled with or
without cause by either Party upon ten (10) days' written notice to the other Party of its desire to
terminate. From the Effective Date, College hereby grants the City permission, with reasonable
advance notice, to enter upon the Site to inspect the interiors and exteriors of the Buildings.
4. No Liens; Disclaimer of Warranties. College represents and warrants that title to the
Buildings will be transferred to the City free and clear of all liens, claims, or encumbrances. Other
than the foregoing representation and warranty, College disclaims any express or implied
warranties of merchantability or fitness of the Buildings for any purpose, and City agrees to accept
the Buildings in their "as -is" condition.
5. Removal of Buildings; Costs. The City will commence its removal of the Buildings
from site on or before April I, 2018, and will complete the same within a reasonable time thereafter,
subject to delays outside the City's reasonable control. The City's duty to remove the Buildings
stated in the foregoing sentence will be deemed to include (a) removing all seven (7) Buildings
from the Site, (b) removing surrounding structures, boardwalks, railings, and fences from the Site,
and (c) restoring the Site to usable condition with grass seeding as it existed prior to the City's
removal of the Buildings from the Site. City is solely responsible for removal of the Buildings
from the Site and agrees to obtain any and all applicable licenses and permits for the same. The
Parties agree and acknowledge that the City will not seek from the College any compensation or
reimbursement of costs or expenses associated with the City's removal of the Buildings from the
Site, as defined in this Section 5.
6. Indemnification. The City hereby agrees to indemnify, defend, and hold harmless
the College, its trustees, employees, agents, representatives, successors and assigns, from and
against any claim, action, demand, loss, expense, liability, penalty or other damage, including
without limitation, legal costs and expenses and other costs and expenses incurred as a result of (a)
the City's performance under this Agreement and its removal of the Buildings from the Site, (b)
any failure by the City to comply with applicable public works contracting requirements in
connection with its performance under this Agreement, and (c) the perfection of any liens, claims,
demands, expenses, judgments or any other obligations created or suffered by reason of any labor
or services performed for or materials used by or furnished to City or any contractors employed by
the City with respect to the Buildings or their removal from the Site.
7. Insurance and Risk Management. From the Effective Date of this Agreement until
the completion of its removal of the Buildings from the Site pursuant to Section 5 above, the City
will obtain and keep in force its own insurance coverage (including its liability self-insurance fund).
In addition, the City will cause its contractors or subcontractors to obtain and keep in force
insurance coverage to cover their operations on the Site and will supply the College certificates of
insurance, with proof of insurance of general liability insurance, comprehensive or liability
insurance and Workers' Compensation coverage as required by law in amount of One Million
Dollars ($1,000,000). College shall be included as an additional insured on all such contractors'
and subcontractors' insurance policies.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Indiana.
9. Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or
conditions of this Agreement or otherwise concerning a dispute under this Agreement will be
commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an
alternative method of dispute resolution. The Parties acknowledge that disputes arising under this
Agreement are likely to be complex and they desire to streamline and minimize the cost of
resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial
by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject
matter'of this Agreement. This waiver applies to all claims against all parties to such actions and
proceedings. This waiver is knowingly, intentionally, and voluntarily trade by both Parties.
N
10. No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon any person, firm, or corporation other than the Parties
hereto and their respective successors or assigns, any remedy or claim under or by reason of this
Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise,
and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of
the Parties.
11. Entire Agreement; Amendment. This Agreement constitutes the entire agreement
of the Parties with respect to its subject matter. No representation, promise, or inducement not
included in this Agreement will be binding upon the Parties. This Agreement cannot be modified
except by mutual agreement of the Parties set forth in a written instrument signed by the Parties'
authorized representatives.
12. Binding Effect; Counterparts; Signatures. ture,s. All the terms and conditions of this
Agreement will be effective and binding upon the Parties and their successors and assigns at the
time the Agreement is fully signed and delivered by both Parties. This Agreement may be
separately executed in counterparts by College and the City, and the same, when taken together,
will be regarded as one original agreement. Electronically transmitted signatures will be regarded
as original signatures.
13. Authority. The undersigned persons executing and delivering this Agreement on
behalf of the respective Parties represent and certify that they are the duly authorized
representatives of each and have been fully empowered to execute and deliver this Agreement and
that all necessary corporate action has been taken and done.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties hereto have made and executed this Modular
Building Transfer Agreement to be effective as of the Effective Date stated above,
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Date: fbyikC �] , 2 S
Gary A. Gilot, President
Therese Dorau, Member ;
Suza na ritzberg, Me ber
1jn*—U1L—
Elizabeth Maradik, Member
James Mueller, Member
ATTEST
L
�� l 1ffl-k W.
1500.0M0018 67849252.002
IVY TECH COMMUNITY COLLEGE
Date: ' ebroa-�(P-1 2018
&U-44-v� *' �� S-
Thomas G. Coley, PhD
Chancellor
South BendlFlkhart Campus
Andrew J. Williams
Executive Director of Administration
Lake County, Michigan City, South
Bend/Elkhart, Valparaiso Campuses
rl
EXHIBIT A
Description of Buildings
Building Size
Square Footage
Serial Number
State Seal No.*
23'- 6"
X 42'-
0"
987
06-12201-02
M-122087-88
P-132937-38
23'- 6"
X 42'-
0"
987
06-12193-94
M-121949-50
P-132929-30
23'- 6"
X 42'-
0"
987
06-12191-92
M-122090-91
P-132939-40
23'- 6"
X 42'-
0"
987
06-12197-98
M-121945-46
P-132933-34
23'- 6"
X 42'-
0"
987
06-12848-49
M-122363-64
P-133386-87
23'- 6"
X 42'-
0"
987
06-12195-96
M-121947-48
P-132931-32
23'- 6"
X 42'- 0"
987
05-11115-16
7/28/2005
*Date Seals Issued: 6-23-06
BOARD OF PUBLIC WORKS
AGENDA ITEM RE, VIEW RE' QUEST FORM
Date February 19, 2018
Name Pam Meyer Department _DC1
February 27, 2018
BPW Date Phone Extension 5845
Required Prior to, 8ubmi J,
Legal Z Attorney Name Ben Dougherty
Controller ❑ Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing R
Agreement
❑ Professional Services
El Bid Opening
F-1 Quote Opening
F1 Change Order No.
F1 Ease/Encroach.
n Other:
Company or Vendor Name
New Vendor
MBEANBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
L] Contract
❑ Resolution
F] Bid Award
Quote Award
C/O & PCA No.
F-1 Traffic Control
ivy Tech Community College
IFTAT41140-41TON711
El Req. to Advertise El Title Sheet
Yes N No LJ If Yes, Approved by Purchasing
MBE [:] WBE
N/A
N/A
N/A
N/A
$0.00
Purpose/Description To accept donation of 7 modular buildings
M Required Contractor's Certification Form Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.,
Amount of H Increase
F-1 Decrease
Previous Amount
Current Percent of Change:
New Amount
Total Percent of Change:
Copy
Original
H
M
El
F-1
El
El
Dispersal After Approval
Pam Meyer, DC1