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H (1) Res 2554t" .4/ ( I) RESOLUTION NO. 2554 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING AND AUTHORIZING THE EXECUTION OF AN AGENCY AGREEMENT BY AND BETWEEN THE SOUTH BEND REDEVELOPMENT COMMISSION AND THE CITY OF SOUTH BEND, INDIANA, BOARD OF PUBLIC WORKS RELATING TO THE DOUGLAS ROAD WIDENING PROJECT WHEREAS, the South Bend Department of Redevelopment, acting by and through its Redevelopment Commission (the "Commission ") is the fiscal body with the authority to appropriate TIF funds in the City of South Bend, Indiana; and WHEREAS, as part of and to further its redevelopment projects, the Commission intends to widen Douglas Road fi-om South Bend Avenue (SR23) to the Mishawaka /South Bend City line (the "Project''): and WHEREAS, the South Bend Board of Public Works (the "BPW") and the Commission desire to enter into an Agency Agreement wherein the BPW shall act as the Commission's agent with respect to the Project and other related matters, a copy which Agency Agreement is attached hereto and incorporated herein as Exhibit "A ". NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: Section 1. The Commission hereby approves the Agency Agreement and hereby authorizes its execution in substantially the form attached hereto as Exhibit "A" with such changes as the Commission may deem necessary or appropriate upon the advice of counsel, said execution thereof to be conclusive evidence of the Commission's approval of such changes. The Clerk is hereby directed to file a copy of the Agency Agreement with the BPW. Section 2. The Commission hereby ratifies and confirms such actions as may have been heretofore taken by the BPW with respect to the Project. Section 3. This Resolution shall be in full force and effect after its adoption by the Commission. ADOPTED at a meeting of the South Bend Redevelopment Commission held on January 16, 2009, at 10:00 a.m., in Room 1308, County -City Building, South Bend, Indiana 46601. THE SOUTH BEND REDEVELOPMENT COMMISSION Prink d :Nang ,rnd 7idr ATTEST: Prin(rd S,mIr «nd I W, AGENCY AGREEMENT DOUGLAS ROAD WIDENING PROJECT This Agency Agreement (the or this "Agreement ") is made and entered into as of January 1, 2009, by and between the South Bend Department of Redevelopment, acting by and through its Redevelopment Commission (the "Commission") and the City of South Bend, Indiana, a municipal corporation duly organized and existing pursuant to the laws of the State of Indiana, acting by and through its Board of Public Works (the "BPW') for purposes of the Commission designating the BPW to act as the Commission's agent to undertake the Douglas Road Widening Project (the "Project') WITNESSETH: WHEREAS, at a meeting on January 16, 2009, the Commission adopted its Resolution No. authorizing the BPW to act as its agent with respect to the Project which is located in the City of South Bend, Indiana, and WHEREAS, at a meeting on January 26, 2009, the BPW adopted its Resolution No. approving and authorizing the execution of an agency agreement with the Commission; and WHEREAS, the Commission and the BPW desire to enter into this Agreement in order to permit the completion of the Project pursuant to the terns and conditions contained herein: and WHEREAS, the BPW desires to act as the agent of the Commission for the purposes set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Commission and the BPW agree as follows: I . The Commission hereby empowers and appoints the BPW to act as the Commission's agent for the limited purpose of contracting for the completion of the Project, the scope of which is more specifically, described herein. The BPW shall select the contractors and sub - contractors, if any needed, and to enter into contracts for the Project, all on behalf of the Commission. 2. This limited Agency Agreement shall immediately terminate upon breach by the Commission or the BPW of this Agency Agreement or any other agreement between the Commission and the BPW or upon notice at least seven (7) days in advance of the date of termination of this Agreement. The authority and appointment herein contained is limited to the total cost for the Project, as established by the award of contracts by BPW to complete the Project pursuant to this Agreement. 3. The BPW hereby accepts the appointment as agent of the Commission as described in Paragraph 1 of this Agreement. 4. The BPW shall award such contracts as are necessary to complete the Project in accordance with Ind. Code §§ 36 -1 -12, of seq., and shall execute all contracts pursuant to said chapter on behalf of the Commission. 5. The BPW, in the bidding of the contracts pursuant to said chapter, shall adopt specifications pertaining to the work to be performed, the timetable for the performance of the work, require performance, payment, and maintenance bonds as necessary or desirable, and such other matters as maybe required by statute and /or the prevailing conditions in the South Bend community for public work, provided such conditions, specifications, and matters are in accordance with the requirements of the Commission and all supplements and amendments thereto. The BPW may make such modifications and amendments as may be required for the completion of the Project consistent with the overall requirements set and approved by the Commission, and may adopt such special conditions as may be required in its opinion to satisfactorily complete the Project, provided that such modifications, amendments or special conditions do not alter the character of the Project or reduce the value thereof. 6. The Commission hereby empowers the BPW to assume full responsibility for obtaining all necessary licenses, inspections, zoning approvals and pennits and for performing any and all acts necessary to comply with the applicable statutory and regulatory requirements regarding the completion of the Project. 7. The sole responsibility for completing the Project shall be that of the BPW, which has the sole responsibility to deal with contractor and subcontractors in the completion of the Project. The BPW shall ensure that all components of the Project are properly invoiced to and titled in the Commission prior to the completion of the Project. 8. The BPW shall have sole responsibility to inspect, on behalf of the Commission, all aspects of the Project although the Commission reserves the right, at any time, to conduct such independent inspections as it deems appropriate. If the Project is not completed in accordance with specifications or are unsatisfactory for any reason, the BPW, during the tern of this Agreement, shall make any and all claims on account thereof solely against the responsible contractor or sub- contractor. 9. The Commission hereby assigns to the BPW, during the term of this Agreement, all its rights and benefits pursuant to any warranties, duties, or obligations of any manufacturer, wholesaler, retailer, installer, contractor or subcontractor who provides any labor or materials for or in the Project. 10. The BPW, on behalf of the Commission, shall be responsible for processing all contractor claims for payment, consistent with its standard procedures. 11. The parties acknowledge that it is the responsibility of the Commission to cant', or cause others to carry, all risk insurance including bodily injury and property damage insurance and the BPW shall have no responsibility to obtain such insurance coverage. 12. The BPW shall accept the completed Project on behalf of the Commission. 13. The terns and conditions of this Agreement shall inure to the benefit of and bind the respective parties hereto and their successors in interest and assigns, and no portion of this Agreement may be assigned by any party without the prior written consent of the other party. 14. The agency provisions herein contained apply only as stated and shall not be deemcd to create any partnership, joint venture or other enterprise of any type or nature between the South Bend Redevelopment Commission and the South Bend Board of Public Works. 15. No amendment, modification or alteration of the terns of this Agreement shall be binding unless duly executed by the parties hereto in writing, dated subsequent to the date hereof. (Signature page follows) IN WITNESS WHEREOF, the undersigned execute this Agreement to be effective as of the date first written above. THE SOUTH BEND REDEVELOPMENT THE BOARD OF PUBLIC WORKS COMMISSION PmmI/.Aunr, andIid, ATTEST: Printed A'ame and lade, Milli, d Aim, and 1'ii /r ATTEST: A!)I/( l.Ymerand 9illc Prlmrd Aam, and lid,