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HomeMy WebLinkAbout6C(6) ( c(( JN *---- `,= Department of p s Community Investment A.` 1865 •.' Memorandum Monday, April 21, 2014 TO: Redevelopment Commission FROM: Brock Zeeb, Director of Economic Resources SUBJECT: Professional Services Contracts — Blackthorn Golf Course At the Commission's March 27 meeting, Staff gave an update that it planned to seek proposals from qualified appraisers to value the Blackthorn Golf Course, Seven requests were sent out, with four appraisers submitting proposals. Staff is recommending the selection of the two low appraisal companies, Hughes and Company, Inc. ($6,500) and Valbridge Property Advisors ($6,900). Upon execution of the contracts, the companies will begin the appraisal process, with completed valuation reports expected to be received within 45 days. Staff is requesting approval of these two professional services contracts in the amount of $13,400. 227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 I P: 574-235-9371 I FAX: 574-235-9021 I SOUTHBEND1N.GOV CONTRACT FOR APPRAISAL SERVICES FOR BLACKTHORN GOLF COURSE (Hughes & Company,Inc.) THIS CONTRACT is effective the 24th day of April, 2014,by and between the South Bend Department of Redevelopment, acting by and through the South Bend Redevelopment Commission(the"Commission")and Hughes &Company, Inc., having its principle place of business at 11237 Nall, Leawood, KS 66211 (the"Contractor"). WITNESSETH WHEREAS, the Commission desires to determine the value of the real estate commonly known as the Blackthorn Golf Course located within the City of South Bend and will need appraisals of said real estate (the "Services"); and WHEREAS,the Contractor has experience and expertise in appraising real estate being used as a golf course; and WHEREAS,the Commission has determined that due to the Contractor's experience and expertise, it is in the best interests of the Commission to retain the Contractor to provide the Services with which the Contractor possesses both the experience and knowledge; and WHEREAS,the Contractor is willing to provide the Services subject to the terms and conditions of this Contract. NOW THEREFORE, for and in consideration of the mutual covenants and promises contained herein,the Commission and the Contractor hereby agree as follows: Section 1. Duties of the Contractor. The Contractor shall provide the Services which are more particularly described at Exhibit"A" attached hereto and incorporated herein. The Contractor shall execute its responsibilities by following and applying at all times the highest professional and technical guidelines and standards. Section 2. Consideration. The Contractor will be paid as set forth at Exhibit"A". Payment shall be due upon delivery by the Contractor to the Commission of the written appraisal. The total consideration under this Contract shall not exceed the sum of Six Thousand Nine Hundred and 00/100 Dollars($6,900.00). Any payment that the Commission may deny or withhold or delay shall not be subject to penalty or interest under Indiana Code § 5-17-5. Section 3. Term. This Contract shall be effective for a period of Sixty(60)days beginning on the date of written notice to proceed given to the Contractor, (the"Effective Date")and shall end Sixty(60) days following(the"Expiration Date"). Section 4. Renewal Option. The Parties may mutually agree in writing to extend the term of this Contract subject to the same terms and conditions set forth in this Contract unless otherwise mutually agreed by the Parties in writing. Section 5. Access to Records. The Contractor, its subcontractors and agents, if any, shall maintain all books, documents, papers,records and reports and shall copies of such materials to the Commission upon request made by the Commission. The Contractor shall also make such materials available to the Commission for review at the Commission's offices at all reasonable times during the term of this Contract and for a period of three(3) years from the Expiration Date. Section 6. Assignment. The Contractor shall not assign or subcontract the whole or any part of this Contract without the prior written consent of the Commission. Section 7. Audits. The Contractor understands and acknowledges that it may be required to submit to an audit of funds paid through this Contract. Any such audit shall be conducted in accordance with Indiana Code § 11-1, et seq. and audit guidelines specified by the Indiana State Board of Accounts. Section 8. Changes in Scope of Services. The Contractor understands and agrees that it shall not commence any additional work or change the scope of the Services provided unless authorized in writing by the Commission. No claim for additional compensation shall be made by the Contractor in the absence of prior written approval of the Commission. Section 9. Compliance with Laws. The Contractor shall comply with all applicable federal, state and local laws,rules, regulations and ordinances, and all provisions required thereby are hereby incorporated herein by reference. The enactment of any state or federal statute or the promulgation of any rules or regulation subsequent to execution of this Contract shall be reviewed by the Commission and the Contractor to determine whether the provisions of this Contract shall require formal modifications. The Contractor warrants that it and its subcontractors, if any, shall obtain and maintain all required permits, licenses,registrations and approvals, as well as comply with all health, safety, and environmental statutes,rules or regulations in performance of the Services. The Contractor understands and acknowledges that failure to do so shall constitute a material breach of this Contract and shall be grounds for immediate termination of this Contract and may result in denial of further work with the Commission. Section 10. Condition of Payment. The Commission shall not be required to pay for Services that are inconsistent with or in violation of this Contract nor for any Services performed in violation of federal, state or local statute,ordinance,rule or regulation. Payment shall not be required until delivery of the written appraisal by the Contractor to the Commission. Section 11. Confidentiality and Disclosure of Information. The Contractor understands and agrees that certain data,materials,or information disclosed to the Contractor incidental to this Contract may contain confidential or protected information. The Contractor agrees that it will not disclose or discuss such information with third parties without the prior written consent of the Commission. The Contractor understands and agrees to comply with the legal requirements of Indiana Code § 5-14-3-1 et. seq. (commonly known as Indiana's Access to Public Records Act), to the extent applicable, with respect to all documentation. Section 12. Conflict of Interest. The Contractor acknowledges that he or she(or it and its directors, officers, employees and agents),may potentially be deemed"public servants"as defined by Indiana Code § 35-41-1-24. The Contractor hereby represents and certifies that it may enter into this Contract under Indiana Code § 35-44-1 and,to the extent applicable,has executed and filed with the Commission and the appropriate bodies a Uniform Conflict of Interest Disclosure Statement,the form of which is attached hereto and incorporated herein as Exhibit «B» Section 13. Drug Free Workplace. The Contractor hereby agrees to make a good faith effort to provide and maintain a drug-free workplace. The Contractor will give written notice to the Commission within ten(10)days after receiving actual notice that the Contractor or an employee of the Contractor within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. Section 14. Relationship/Independent Contractor. Both parties, in the performance of this Contract, shall act in an individual capacity and not as agents, employees,partners,joint venturers or associates of one another. The employee(s)or agent(s) of one party shall not be deemed or construed to be the employee(s)or agent(s) of the other party for any purpose whatsoever. Neither party will assume liability for any injury(including death)to any person(s), or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other party. The Contractor shall be solely responsible for providing all necessary unemployment and workers'compensation insurance for the Contractor's employees. The Contractor 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 Contract. The Commission,however,may file informational returns with the United States Internal Revenue Service or similar state agencies regarding payment made to the Contractor in accordance with this Contract under conditions imposed by federal, state or local laws applicable to such payment. The Commission shall provide IRS Form 1099 to the Contractor, if applicable. Section 15. Insurance. The Contractor shall secure and keep in force during the term of this Contract, the following insurance coverages, covering the Contractor for any and all claims of any nature which may in any manner arise out of or result from this Contract: (a) Commercial liability, including contractual coverage, and products or completed operations coverage, if applicable, with minimum liability limits of$500,000 per person and $500,000 per occurrence unless additional coverage is required by statute; (b) Prior to the commencement date of the Services provided herein, the Contractor shall provide proof of such insurance coverage naming the City of South Bend, Indiana and the Commission as co-insureds by tendering to the Commission a certificate of insurance prior to the commencement of this Contract; and (c) The insurance coverages required under this Contract shall include a provision that the policy and endorsements may not be cancelled or modified without prior written notice to the Commission. Section 16. Indemnification. The Contractor 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 Contractor under this Contract 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 Contractor under this Section shall survive the termination or expiration of this Contract. Section 17. Equal Opportunity. The Contractor shall comply with all federal, state and local laws in its hiring and employment practices and policies for any activity covered by this Contract. Section 18. Entire Contract.This Contract 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 understandings of any and every nature between the Parties. Section 19. Law Governing. This Contract shall be construed and interpreted according to the laws of the State of Indiana. Section 20. Force Majeure. In the event that either party is unable to perform any of its obligations under this Contract 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 Contract 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 whose ability to perform may terminate this Contract by giving written notice to the other party. Section 21. Notices. All notices or other communications which are required or permitted under the terms of this Contract 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. To Contractor: Hughes&Company, Inc. 11237 Nall Leawood, KS 66211 Attn: Stephen R. Hughes, MAI, SGA To the Commission: South Bend Redevelopment Commission 1400 S City-County Building 227 West Jefferson Boulevard South Bend, Indiana 46601 or at such other addresses as the parties may indicate in writing to the other either by personal delivery, courier, or by registered mail,return receipt requested, with proof of delivery thereof. Section 22. Funding Cancellation and Payments. In accordance with I.C. 36-1-12.5- 5(d)(4),payments by the Commission are subject to appropriation by the Commission. Section 23. Merger and Modification. This Contract represents the entire agreement between the parties. No understanding, agreement or representation,written or oral, not specified within this Contract, will be deemed a valid provisions of this Contract. This Contract may not be modified, supplemented or amended except by written agreement signed by all necessary parties. Section 24. Severability. The invalidity of any section, subsection, clause or provision of this Contract shall not affect the validity of the remaining sections, subsections, clauses or provisions of this Contract. Section 25. Non-Collusion and Acceptance. The undersigned attests, subject to the penalties for perjury that he/she is the Contractor, or that he/she is the properly authorized representative, agent member or officer of the Contractor, that he/she has not, nor has any member, employee, representative, agent or officer of the Contractor, 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/she has not received or paid, any sum of money or other consideration for the execution of this Contract other than that which appears upon the fact of this Contract. (Signature Page Follows) IN WITNESS WHEREOF,the Parties hereto, through their duly authorized representatives,have caused this Contract to be executed as of the date first written above. The Parties have read and understand the foregoing terms of this Contract and do, by their respective signatures, hereby agree to the terms contained herein. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Signature Printed Name and Title South Bend Redevelopment Commission ATTEST: Signature Printed Name and flue South Bend Redevelopment Commission Contractor: Hughes & Company, Inc. By: Title: (Signature Page to Contract for Appraisal Services,for Blackthorn Golf Course) Exhibit "A" Proposal for Appraisal Services Exhibit "B" Uniform Conflict of Interest Disclosure Statement