Loading...
HomeMy WebLinkAbout6C(7) c_ (-) CONTRACT FOR APPRAISAL SERVICES FOR BLACKTHORN GOLF COURSE (Valbridge Property Advisors) 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 Valbridge Property Advisors the Oetzel-Hartman Group, having its principle place of business at 321 Woodland Pass,Suite 200,East Lansing,MI 48823 (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 Five Hundred and 00/100 Dollars(56,500.00)_ 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-I 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 general liability, including contractual coverage, and products or completed operations coverage, if applicable, with minimum liability limits of$700,000 per person and$5,000,000 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: Valbridge Property Advisors The Oetzel-Hartman Group 321 Woodland Pass, Suite 200 East Lansing,MI 48823 Attn:James T.Hartman,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 Prized Nate and Tide South Bend Redevelopment Commission ATTEST: Signature Premed Name and Tide South Bend Redevelopment Commission Contractor: Valbridge Property Advisors The Oetzel-H By: Title: •i t K M 4.-0,-4— U i,-+- (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 UNIFORM CONFLICT OF INTEREST DISCLOSURE STATEMENT Stale Farm 64256(R/6-12)/Foun 236 f STATE BOARD OF ACCOUNTS Indiana Code 35.44.1-1-4 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. "Dependent"means any of the following: the spouse of a public servant;a child,stepchild,or adoptee(as defined in IC 31-9-2-2) 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 IC 35-44.1.1.4. Care should be taken to review IC 35-44.1-1-4 In Its entirety. 1. Name and Address of Public Servant Submitting Statement J '(-te`a T. \— rta_v\ 2. Title or Position With Governmental Entity: C 06-CTC X cy ' 3. a. Governmental Entity: u,c\-■ i -A Re Ae tie tloeme. CQcS1'mt s5f-) b. County: 4. This statement Is submitted(check one); a.k 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): va��,�.d �. rop y c\v.c c c } Tie. ©Erz,e.L- \\c \cc-ac\ 6. Description(s) of Contract(s) or Purchase(s) (Describe the kind of contract involved, and the effective dale 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.): Ap000...%coal. kc.t -- CLAD Pcct:‘'be-�1o.ck�l,Fxn G coymrnerr . .' • i - .� . ► �! _ • _ 7. Description of My Financial Interest (Describe in what manner the public servant or depen- dent"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, stale the approximate dollar value of such profit or benefit.): NJQne..- (Attach extra pages if additional 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 a slate-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- 44.1-1-4;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.): a �pC',1.... u Qot t-r� ! Dale Submitted(month,day,year) Date of Action on Contract or Purchase(monfh,day,year) 10. Affirmation of Public Servant: This disclosure was submitted to the governmental entity and accepted by the governmental entity in a public meeting of the governmental entity prior to final action on the contract or purchase. I affirm,under penalty of perjury,the truth and completeness of the statements made above,and that I am the above named publ na t. Signed:" �` `�(8( attire of Public Servant) Date: 1-///7/r a (mo ,ci y,year) Within fifteen(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 Cleric of the Circuit Court of the county where the governmental entity took final action on the contract or purchase.