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HomeMy WebLinkAbout5A(1) Consulting Agreement � �- �� ) , � � � i � � i AGREEMENT FOR SERVICES BY AND BETWEEN THE CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT, ACTING BY AND THROUGH THE SOUTH BEND REDEVELOMENT COMMISSION AND HATHAWAY 2, INC. (2010-2011) � THIS AGREEMENT is made effective the 1 st day of November, 2010, by and between the City of South Bend, Department of Redevelopment, Acting By and Through the South Bend Redevelopment Commission, having its offices at 1200 County- City Building, 227 West Jefferson, South Bend, Indiana 46601 (the "Commission") and Hathaway 2, Inc., a domestic corporation organized under the laws of the State of Indiana ("Hathaway" or the"Provider"), and having its principal place of business in South Bend, � Indiana. � WITNESSETH: WHEREAS, the Commission is the governing body of the City of South Bend Department of Redevelopment (the "Department") and exists and operates under the provisions of I.C. 36-7-14, commonly known as the "Redevelopment of Cities and Towns Act of 1953", as amended from time to time (the"Act"); and WHEREAS, pursuant to the Act, the Commission has the power and duty to investigate, study, and survey areas within the corporate boundaries of the City of South Bend (the "City") that the Commission has determined to be in need of redevelopment within the meaning of the Act and to redevelop said areas in a manner that will promote land use in order to serve the best interests of the City and its inhabitants; and WHEREAS, under the authority of I.C. 36-7-14, the Commission has adopted and declared the Airport Economic Development Area (the "Area") to be an area in need of redevelopment within the meaning of the Act and has acquired property, demolished buildings, and otherwise prepared land for development now known as Ignition Park located in the Area; and WHEREAS, the Commission desires to undertake certain actions and promote certain activities within the Area that are necessary to carry out and facilitate development of the Area (the"Project"); and � � WHEREAS, Hathaway, and in particular, Geraldine A. Hathaway, its President, has knowledge, experience and expertise in developing strategies and development plans; and WHEREAS, the Commission has determined that due to Hathaway's knowledge, experience and expertise, it is in the best interests of the Commission to retain Hathaway's services to assist the Commission in accomplishing the Project; and; WHEREAS, Hathaway is willing to assist the Commission in its efforts by providing the Requested Services which are more specifically described below and are subject to the terms and conditions of this Agreement; and WHEREAS, the Commission has appropriated funds for the Project, including funds for the Requested Services, as required by the Act. NOW THEREFORE, for and in consideration of the mutual covenants and promises contained herein, the Commission and the Provider hereby agree as follows: SECTION 1. Definitions. For purposes of this Agreement, the following terms have the meanings referred to in this Section: City Controller: The terns "City Controller" shall mean the City Controller or Acting City Controller appointed pursuant to Indiana Code § 36-4-9-6. City's Internal Auditor: The term "City's Internal Auditor" shall mean the City Controller or any person appointed or retained by the City Controller or the Commission for the purpose of auditing the Provider for this Agreement or other agreements of the City. Commission: The term "Commission'' shall mean the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment. Competitive Bidding Requirements: Indiana Code § 36-I-12 with respect to contracts for construction, reconstruction, alteration, repair or renovation of a structure or improvement, and Indiana Code § 5-22 and Common Council Resolution 2690-98 with regard to other transactions. Contract 2 Administrator: The term "Contract Administrator" shall mean Don Inks. Director of Economic Development for the Community and Economic Development Department. Effective Date: The term "Effective Date" shall have the meaning ascribed to such term in the opening paragraph of this Agreement. Expiration Date: The terns "Expiration Date"' shall mean October 31, 2011. Hathaway: The term "Hathaway' shall mean Hathaway 2, Inc., a domestic corporation organized under the laws of the State of Indiana and having its offices in South Bend, Indiana. Requested Services: The terns "Requested Services" shall mean the services described at EXHIBIT "A ". Taxes: All governmental assessments, franchise fees, excises, license and permit fees, levies, charges and taxes, of every kind and nature whatsoever, which at any time during the Term may be assessed, levied, or imposed on, or become due and payable out of or in respect of, (i) activities conducted on behalf of the Commission. Termination Date: The term "Termination Date"' shall have the meaning ascribed to such term in SECTION 6 of this Agreement. SECTION 2. Retention and Acceptance of Provider, Schedule of Services. A. The Commission hereby retains the Provider to provide to the Commission the Requested Services that are more specifically described at EXHIBIT "A " attached hereto and incorporated herein. The Provider hereby accepts the appointment to provide the Requested Services to the Commission and agrees to provide the Requested Services under the ternis and conditions set forth in this Agreement. B. Upon receipt of a notice to proceed from the Contract Administrator, the Provider shall commence the Requested Services in accordance with the terms and conditions of this Agreement including, but not limited to, the procedures prescribed by Indiana Code § 36-7-14, et seq. and the schedule established for the Project (the "Project Schedule") or as otherwise mutually agreed by the parties in writing. The Project Schedule is more particularly described at EXHIBIT "B" attached hereto and incorporated herein. The Provider hereby certifies that it has sufficient experience, expertise and financial aptitude to complete the Requested Services in the manner and within the timeframe set forth in the Project Schedule. 3 C. Should the Provider fail to complete the Requested Services in accordance with the ternls and conditions of this Agreement including, but not limited to, in accordance with the Project Schedule, the Contract Administrator may withhold payments due Provider. Further, if any damages are imposed against Provider, any monies due and payable to the Commission thereby, may be retained out of any monies earned by the Provider under the terms of this Agreement. An extension of time may be granted in the event of extenuating circumstances by the Provider applying for and receiving written permission for an extension of time from the Commission. D. The Provider shall not commence any additional work or change the scope of the work until authorized in writing by the Contract Administrator. The Provider shall make no claim for additional compensation in the absence of a prior written approval and amendment executed by all signatories hereto. This Agreement may only be amended, supplemented or modified by a written document executed in the same manner as this Agreement. E. The Provider shall execute its responsibilities by following and applying at all times the highest professional and technical guidelines and standards. If the Commission becomes dissatisfied with the work product of or the working relationship with those individuals assigned to work on this Agreement, the Commission may request in writing the replacement of any or all such individuals, and the Provider shall grant such request. SECTION 3. Parties' Responsibilities. A. Information and Communications. The Commission shall provide all maps, reports, and other data requested by the Provider necessary for the Provider to accomplish the Requested Services. The Commission and the Provider agree that the Commission shall be permitted to obtain at no additional cost and to retain any and all documents prepared or caused to be prepared by the Provider in connection with the services to be provided by the Provider and the Provider agrees to provide the Commission with said documents upon request by Commission. Said documents maybe used by the Commission or others with respect to the Commission's undertakings with respect to the Project. B. Repo~~ts and Budgets. The Provider agrees to provide the Contract Administrator and the Internal Auditor a report regarding the performance of the Requested Services and the status of the Project in relation thereto, at least every thirty (30) days following the Effective Date of this Agreement or upon the written request of the Contract Administrator or the Internal Auditor. The report must describe the Provider's progress in completing the Requested Services. C. Project Budget. In exchange for the consideration set forth herein, the Provider hereby agrees to develop and abide by the Project budget to be set forth as 4 APPENDIX "A" TO EXHIBIT "B" to this Agreement in delivering the Requested Services (the "Project Budgef'). D. Fi~iul Re1~ort. The Provider shall provide to the Commission a final report within thirty (30) days of the Termination Date of this Agreement summarizing the successes or failures of this engagement and the Provider's delivery of the Requested Services in addition to a final accounting of all revenues and expenditures. E. Records. The Provider agrees to keep and maintain, not less than two (2) years after the termination of this Agreement, at its business office, separate and independent records, reasonably satisfactory to the Internal Auditor and in compliance with Indiana law, consistent with generally accepted accounting principles. F. Point of Contuct. The Commission hereby designates Don Inks (the "Contract Administrator-') as the Provider's point of contact with the Commission for purposes of this Agreement. The Contract Administrator shall be responsible for the provision of information to the Provider under this Agreement. G. Auditing Reyuireme~zts. The Provider agrees to make all information available to the Internal Auditor or any other entity as required by Indiana law. The Provider understands and acknowledges that the City's Internal Auditor may perform, at any reasonable time and for a period extending to two (2) years after the termination of this Agreement, a review of outstanding and completed contracts for compliance with contract provisions and hereby agrees to provide the City's Internal Auditor prompt access to all information and documents (whether electronic or otherwise) requested by the City's Internal Auditor for the purposes of completing such audit, which such access must be provided at least during normal business hours. Further, the Provider shall permit the City's Internal Auditor to audit, examine and make excerpts of transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. At regular intervals during the term of this Agreement, the Commission may conduct reviews of the content and progress of the Requested Services. K Revisioiz of Requested Se~~~ices. If, as a result of any review hereunder, it is the opinion of the Commission that revisions of the scope of the Requested Services are necessary or the methods employed by the Provider are inappropriate, the Commission may require such revisions to the scope or methods by notifying the Provider in writing. L Provider Authority to Hire S~rbcontructors. Provider shall not have the authority to contract with any subcontractors in performing the Requested Services pursuant to this Agreement. Any need for a subcontractor to complete any of the Requested Services shall be communicated to the Commission and the Commission shall hire any subcontractor whose need is demonstrated to the Commission, in the sole discretion of the Commission. 5 SECTION 4. Compensation. A. Fees for Services. As compensation for services performed pursuant to this agreement, the Commission agrees to pay the Provider a not to exceed fee of Seventy One Thousand Dollars ($71,000.00) to be earned at a rate not to exceed One Hundred Twenty-five Dollars ($125.00) per hour for services rendered, and in addition, Commission shall provide office space at Innovation Park located adjacent to the University of Notre Dame on Edison Boulevard at a rate not to exceed Seven Hundred Fifty Dollars ($750.00) per month ($9,000.00 per contract year) and will reimburse the Provider a maximum of Fifteen Thousand Dollars ($15,000.00) for expenses incurred in furtherance of the Requested Services. The Provider shall not contract with independent consultants or subcontractors on behalf of the Commission under the terms of this Agreement. No independent consultant fees or subcontractor fees shall be reimbursable as an expense herein. B. Invoices. The Provider shall submit an invoice for progress payments to the Commission for services performed under this Agreement, which invoice shall identify the Project, the task, and a description of the services completed. Invoices shall be submitted within five (5) days of the preceding month for which services were rendered. For example, the invoice seeking payment for services rendered in January, 2011 shall be submitted no later than February 5, 2011. In no event shall invoices exceed the sum of Ten Thousand Dollars ($10,000.00) per month. In the event of termination of this Agreement as provided in SECTION 6, all non-disputed sums owing and due the Provider for services rendered shall be paid within fifteen (15) days of receipt of any invoice. C. Ownership mzd Custody of Documents and Materials. All documents, records, programs, data, film, tape, articles, memoranda, and other materials not developed or licensed by the Provider prior to execution of this Agreement or any predecessor agreement, but specifically developed under this Agreement shall be considered "work for hire" and the Provider transfers any ownership claim to the Commission and all such materials will be the property of the Commission. Use of these materials, other than related to contract performance by the Provider, without the prior written consent of the Commission, is specifically prohibited under the terms of this Agreement. During the perforn~ance of this Agreement, the Provider shall be responsible for any loss of or damage to these materials developed for or supplied by the Commission and used to develop or assist in the services provided while the materials are in the possession of the Provider. Any loss or damage thereto shall be restored at the Provider's expense. The Provider shall provide the Commission full, immediate, and unrestricted access to the work product during the term of the Agreement. Upon tern~ination of this Agreement for any reason, all data, electronic files, documents, procedures, reports, estimates, summaries other work papers, financial statements and any other supporting documents, whether completed or in process, accumulated by the Provider or prepared or provided by Commission or the Provider 6 relating to this Agreement or the Requested Services shall be and remain the property of Commission and be delivered to the Commission in a usable form within sixty (60) days of the Termination Date of this Agreement. The Commission shall retain or be granted by the Provider without restriction all title, ownership or intellectual property rights, including copyright, patent, trademark and trade secret rights, in any data gathered or generated by the Provider in performance of the Requested Services under this Agreement. SECTION 5. Term. The Term of this Agreement shall commence on the Commencement Date, and shall terminate on the earlier of the Expiration Date or Termination Date, as described at SECTION 6, below. This Agreement shall be renewable on such terms and for such period as the Parties shall agree in writing. Notwithstanding the foregoing, this Agreement is subject to annual appropriations of the Commission in accordance with the Act. SECTION 6. Termination and Default. A. Termination. This Agreement shall expire on the earlier of: (i) the Expiration Date without notice to either party; (ii) within twenty (20) days of an offending party's receipt of a Default Notice (as defined below) if such default or failure continues and remains uncured as discussed in Section 6(B) below through no fault of the party initiating the termination (the "Termination Date''). Upon termination of this Agreement for any reason, copies all data, electronic files, documents, procedures, reports, estimates, summaries other work papers, and any other supporting documents, whether completed or in process, accumulated by the Provider or prepared or provided by Commission or the Provider relating to this Agreement or the Requested Services shall be and remain the property of Commission and be delivered to the Commission upon request in a usable form within sixty (60) days of the Termination Date of this Agreement. The Commission shall retain or be granted by the Provider without restriction all title, ownership or intellectual property rights, including copyright, patent, trademark and trade secret rights, in any data gathered or generated by the Provider in performance of the Requested Services under this Agreement. B. De cult. Any failure by either party to perform any term or provision of this Agreement, which failure continues uncured for a period of Twenty (20) Days following written notice of such failure from the other party (the "Default Notice"), unless such period is extended by written mutual consent, shall constitute a default under this Agreement. Any Default Notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 20-Day period, then the commencement of the 7 cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 20-Day period. Upon the occurrence of a default under this Agreement, the non-defaulting party may institute legal proceedings to enforce the teens of this Agreement or, in the event of a material default, terminate this Agreement. If the default is cured, then no default shall exist and the noticing party shall take no further action. C. l~uiver ofRi, lz~ts. No right conferred on either party under this Agreement shall be deemed waived, and no breach of this Agreement excused, unless such waiver is in writing and signed by the party claimed to have waived such right. Neither the Commission's review, approval or acceptance of, nor payment for, the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and the Agreement shall be and remain liable to the Agreement in accordance with applicable law for all damages to the Commission caused by the Provider's negligent performance of any of the services furnished under this Agreement. D. Misrepresentations. Notwithstanding any other provision of this Agreement to the contrary, if a party intentionally, knowingly or recklessly makes a written representation materially related to the provision of the Requested Services or the obligations of said party under this Agreement, the other party may terminate the agreement immediately upon delivery of a Default Notice. E. Pr ject Close-Out. In the event that the Provider expends funds or perform services that are less than the Contract Amount or if the Project is canceled, expired or terminated for any reasons, the Contract Amount not incurred or claimed by the Provider shall be no longer available under this Agreement after all compensation earned and reimbursable expenses incurred as of the date the Provider received written notification of the cancellation or termination Project have been paid. F. Reversion o Assets. At the conclusion, cancellation, assignment or termination of this Agreement, all work product in whatever form, written, electronic, or otherwise, shall be delivered to the Commission, and the Parties hereby agree the Commission and not Provider or any of Provider's subcontractors or agents, has any ownership interest in the work performed as part of this Agreement. SECTION 7. Confidentiality, Conflict of Interest, and Disclosure. A. Confidential In ormation. The Provider acknowledges that inforn~ation which the Commission regards as confidential or proprietary in nature ("Information"), may come to the knowledge of the Provider during the Provider's performance of services. The Provider shall treat the Information as strictly confidential and agrees that the Provider will not, at any time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any Information for the Provider's own benefit or the benefit of any director, official, employee or agent or any third party, or (ii) divulge, disclose or 8 communicate in any manner any Information to any third party without the written consent of the Commission. The Provider shall be responsible for maintaining the confidentially of any Information in its possession, including taking appropriate measures to secure said Information against such uses and dissemination and to inform any person to which it allows to access such inforniation of its confidentiality. The Provider shall be responsible for any actions taken by those individuals or organizations who or which receive or obtain such Inforniation from the Provider. A violation of this SECTION 7 shall be deemed to be a material breach of this Agreement. B. Covenants Sat~~~ive Agreement. The confidentiality provisions of this Agreement remain in full force and effect after, and survive the termination of this Agreement. C. Conflict of Interest. The Provider hereby certifies and agrees that no member, officer, or employee of the Commission, or its designees or agents, (and no one with whom they have family or business ties) who exercises any functions or responsibilities with respect to the Project during his or her tenure or for one year thereafter, shall have any financial benefit, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project. The Provider further agrees that it will incorporate into every written contract the following provision: AINTEREST OF CONTRACTOR AND EMPLOYEES: The Contractor covenants that no person who presently exercises any functions or responsibilities in connection with the South Bend Redevelopment Commission, and no one with whom they have family or business ties, has any personal financial benefit, direct or indirect in this Contract D. Uniform Conflict of Interest Disclosure Statement. The Provider acknowledges that its directors, officers, employees and agents, may potentially be deemed to be a "public servant'' as defined by Indiana Code ~ 35-41-1-24. The Provider hereby represents and certifies that it may enter into this agreement under Indiana Code 354-1 and, to the extent applicable, will execute and file with the Commission and any other appropriate bodies a Uniform Conflict of Interest Disclosure Statement, the form of which is attached hereto and incorporated herein as Exhibit C. SECTION 8. Relationship. A. Independent Contractor. The Provider shall at all times be an independent contractor rather than an employee of the Commission, and no act, action or omission to act by the Provider shall in any way bind or obligate the Commission, except as specifically provided under the terms of this Agreement. It is understood and agreed by the parties that the Provider will not be entitled to any benefits enjoyed by the Commission or the staff of the Commission in the normal course of their employment. 9 B. Tux Ohli Tats 1o11.S. The Provider is solely responsible for compliance with federal, state and local laws and regulations relating to taxes and social security payments that may be required to be made in connection with the compensation provided under this Agreement. The Commission, however, may file informational returns with the United States Internal Revenue Service or similar state agency regarding payment made to the Provider in accordance with this Agreement under conditions imposed by federal, state or local laws applicable to such payment. The Commission shall provide IRS Fornl 1099 if applicable. SECTION 9. Indemnification. The Provider hereby agrees to defend, indemnify, and hold harmless the Commission, its officials, directors, employees, and agents from any and all claims of any nature which arise from the performance by the Provider under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the Commission, its officials, directors, employees, and agents. The obligations of the Provider under this Section shall survive the ternlination or expiration of this Agreement. SECTION 10. Equal Opportunity. The Provider shall comply with federal, state and local law in its hiring and employment practices and policies for any activity covered by this Agreement. SECTION 11. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. SECTION 12. Law Governing. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. Any action predicated upon the rights and responsibilities of the Parties to this Agreement shall be commenced in the Courts located in St. Joseph County, Indiana. SECTION 13. Assignment. The Provider's obligations under this Agreement may not be assigned or transferred to any other person or entity without the prior written consent of the Commission. SECTION 14. Amendment. 10 This Agreement may be amended only by separate writing, approved by both the Provider and the Commission. SECTION 15. Notices. All notices or other communications which are required or permitted under the terms of this Agreement shall be sufficient if delivered personally, by registered or certified mail, return receipt requested, or by generally recognized, prepaid, overnight air courier services, to the address and individual set forth below. All such notices to either party shall be deemed to have been provided when delivered, if delivered personally, three (3) days after mailed, if sent by registered or certified mail, or the next business day, if sent by generally recognized, prepaid, overnight air courier services. Commission: Don Inks 12th Floor, County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 With a Copy to: City Attorney 14th Floor, County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 4660] Provider Hathaway 2, Inc. c/o Geraldine A. Hathaway, President 601 Park Avenue South Bend, Indiana 46616 SECTION 16. Counterparts. This Agreement may be executed in counterparts, all of which shall be deemed originals. SECTION 17. Corporate Authority. The undersigned persons executing and delivering this Agreement on behalf of the Provider represent and certify that they are the duly authorized officer(s) of the Provider with authority,to execute this Agreement; that the Provider has the full legal right, power and authority to enter into this Agreement and to grant the rights and perform the obligations of the Provider herein; that no third party consent or approval is required to grant such rights or perform such obligations hereunder; that this Agreement has been duly executed and delivered by the Provider and constitutes a valid and binding obligation of the Provider, enforceable in accordance with its teens, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors" rights generally or by general equitable principles. ll The undersigned persons executing and delivering this Agreement on behalf of the Commission represent and certify that they are the duly authorized officers of the Commission with authority to execute this Agreement, that they have been fully empowered, by proper resolution or action of the Commission to execute and deliver this Agreement and that all necessary action has been taken and done by the Commission to enter into this Agreement. SECTION 18. Non-Collusion and Acceptance. The undersigned attests, subject to the penalties for perjury, that he or she is the Provider or the properly authorized representative, agent, member or officer of the Provider and that he or she has not, nor has any other member, employee, representative, agent or officer of the Provider, directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he or she has not received or paid, any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face of this Agreement. (remainder of page intentionally left blank) 12 IN WITNESS WHEREOF, the Parties, having read and understood the foregoing terms of this Agreement, have, through their duly authorized representatives, entered into this Agreement and caused this Agreement to be executed as of the day and year first above written. HATHAWAY 2, INC. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT ignature Geraldine A. Hathaway, President Primed ,Nmne and Tide ignature Printer :fame am Til e South Bend Redevelopment Commission ATTEST: ignature Printer .fame an lit e South Bend Redevelopment Commission 13 EXHIBIT A Requested Services EXHIBIT A Requested Services IMPLEMENTATION 1. Administer BSA LifeStructures contract for Land Planning & Budgeting, Master Planning & Architectural and Site Design Guideline expansion 2. Administer any other consultant contracts related to Ignition Park, including but not limited to a Feasibility & Marketing Study, Business Plan, Tenant Building Development and Business Asset Inventory 3. Administer any amendments to the PUD and refinement of the Architectural and Site Design Guidelines 4. Commence a GrantApplication Process For Infrastructure Development based on the BSA LifeStructures Land Plan & Budget RECRU [TM ENT 1. Identify and pursue Potential Tenants 2. Identify and pursue Potential Park and/or Building Developers 3. Develop and implementafro-Active Recruitment Plan, based on the Business Asset Inventory and the Marketing Study, for identifying existing businesses as Ignition Park candidates RESEARCH 1. Visit/Study other Technology Parks 2. Attend seminars on Technology Park Development and Management, Incubator/Accelerator and other Tenant Services, as well as Marketing Strategies 3. Identify Educational Programs and Events to further Ignition Park as the "cradle to grave" location to educate the general public about Innovation, Technology and Entrepreneurship BE THE "FACE" OF IGNITION PARK 1. Establish and maintain contact with the Community "Stakeholders" in both the Public and Private sectors, including but not limited to Private Businesses, Higher Education Institutions, Not-For-Profits and any and all Private and Public Economic Development Initiatives 2. Respond to all inquiries for information regarding Ignition Park 3. Work with Blue Waters Group and any other marketing firms selected by the City to identify and Develop Useful Marketing Tools 4. Attend Community, State and Natsonal Events to further the Cause and Image of Ignition Park EXHIBIT "B" Project Schedule The Requested Services shall be delivered periodically between November 1, 2010 and October 31, 2011. 15 APPENDIX "A" TO EXHIBIT "B" Project Budget Consulting Fee $71 000.00 Provision of Office Space $9,000.00 Reimbursable Expenses $15,000.00 Total Fees and Expenses $95,000.00 Pursuant to Section 4, the Provider shall not contract with independent consultants on behalf of the Commission under the terms of this Agreement. No independent consultant fees shall be reimbursable as an expense herein. l6 EXHIBIT "C" (2/93) Form 236 Uniform Conflict of Interest Disclosure Statement Indiana Code 35-44-1-3 A public servant who knowingly or intentionally has a pecuniary interest in or derives a profit from a contract or purchase connected with an action by the governmental entity served by the public servant commits conflict of interest, a Class D Felony. A public servant has a pecuniary interest in a contract or purchase if the contract or purchase will result or is intended to result in an ascertainable increase in the income or net worth of the public servant or a dependent of the public servant who is under the direct or indirect administrative control of the public servant; or receives a contract or purchase order that is reviewed, approved, or directly or indirectly administered by the public servant. "Dependent" means any of the following: the spouse of a public servant; a child, stepchild, or adoptee (as defined in I.C. 31-3-4-1) of a public servant who is unemancipated and less than eighteen (18) years of age; and any individual more than one-half (1 /2) of whose support is provided during a year by the public servant. The foregoing consists only of excerpts from I.C. 35-44-1-3. Care should be taken to review I.C. 35-44-1-3 in its entirety. 1. Name and Address of Public Servant Submitting Statement: 2. Title or Position With Governmental Entity: a. Governmental Entity: b. County 4. This statement is submitted (check one): a. as a "single transaction" disclosure statement, as to my financial interest in a specific contract or purchase connected with the governmental entity which I serve, proposed to be made by the governmental entity with or from a particular contractor or vendor; or b. as an "annual" disclosure statement, as to my financial interest connected with any contracts or purchases of the governmental entity which I serve, which are made on an ongoing basis with or from particular contractors or vendors. 5. Name(s) of Contractor(s) or Vendor(s): 6. Description(s) of Contract(s) or Purchase(s) (Describe the kind of contract involved, and the effective date and term of the contract or purchase if reasonably determinable. Dates required if 4(a) is selected above. If "dependent" is involved, provide dependent's name and relationship): 7. Description of My Financial Interest (Describe in what manner the public servant or "dependent" expects to derive a profit or financial benefit from, or otherwise has a pecuniary interest in, the above contract(s) or purchase(s); if reasonably determinable, state the approximate dollar value of such profit or benefit.): (Attach extra pages ifadditional space is needed) 8. Approval of Appointing Officer or Body (To be completed if the public servant was appointed by an elected public servant or the board of trustees of astate-supported college or university): I (We) being the of (Title of Officer or Name of Governing Body) and having the power to appoint (Name of Governmental Entity) the above named public servant to the public position to which he or she holds, hereby approve the participation to the appointed disclosing public servant in the above described contract(s) or purchase(s) in which said public servant has a conflict of interest as defined in Indiana Code 35- 44-1-3; however, this approval does not waive any objection to any conflict prohibited by statute, rule, or regulation and is not to be construed as a consent to any illegal act. Elected Official Office 9. Effective Dates (Conflict of interest statements must be submitted to the governmental entity prior to final action on the contract or purchase.): Date Submitted Date of Action on Contract or Purchase 18 10. Affirmation of Public Servant: This disclosure was submitted to the governmental entity and accepted by the governmental entity in a public meeting to the governmental entity prior to final action on the contract or purchase. I affii7n, under penalty of perjury, the truth and completeness of the statements made above, and that I am the above named public servant. Signed: Date: (Signature of Public Servant) Within 15 days after final action on the contract or purchase, copies of this statement must be filed with the State Board of Accounts, Indiana Government Center South, 302 West Washington Street, Room E418, Indianapolis, Indiana, 46204-2765 and the Clerk of the Circuit Court of the county in which the governmental entity executed the contract or purchase. A copy of this disclosure will be forwarded to the Indiana State Ethics Commission. 19