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HomeMy WebLinkAboutGerdenich, II, M.G.M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 IC/ ' - IL C ,4 . . AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and M. G. Gerdenich, II (hereinafter "Professional"). RECITALS WHEREAS, City owns and is responsible for its public works, which responsibility includes, by way of illustration and not by way of limitation, the planning, design, construction and operation of the City's infrastructure system; and WHEREAS, from time to time, City needs professional appraisal and other related services to assist it in effectively and efficiently fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing such professional appraisal and other related services as are covered by this Agreement; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City, on a non-exclusive basis, the professional services referenced herein; and WHEREAS, Professional is qualified and desires to provide City with such professional services. NOW, THEREFORE, in consideration of the foregoing recitals and the ~ovenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the provision of professional appraisal and other related services. Professional desires to provide to City the services described in attached Exhibit A (the "Services"). 2.2 Professional acknowledges that it has read and understands this Agreement, and that Professional's acceptance and/or provision of any Services hereunder shall constitute Professional's acceptance of this Agreement and of all its terms and conditions. 2.3 Professional understands and agrees that City may, ~'om time to time, request Professional, on a non-exclusive basis, to provide additional professional services to assist City in the planning, design, construction, operation and/or maintenance of its infrastructure system. The scope of such M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 additional services to be provided by Professional to City shall be as requested and defined by the Mayor or his duly authorized representative. When City desires additional services from Professional, the Mayor or his duly authorized representative shall notify Professional and set forth the scope of such additional services desired, as well as the time frame in which such services are to be rendered. Professional shall then provide, at no cost to City, an estimated cost for such additional services, as well as the date by which such additional services will be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional services shall Professional be authorized to commence same, the description of which additional services shall be set forth in documents which shall be numbered and attached hereto in the order approved. 2.4 Professional understands and agrees that City reserves the right, at any time, to direct changes, or cause Professional to make changes, in the Services and/or additional services provided, or to otherwise change the scope of the work covered by this Agreement, and Professional agrees to promptly make such changes. Any difference in price or time of performance resulting from such changes shall be equitably adjusted by City and Professional after receipt of documentation from Professional in such form and detail as City may require. 2.5 Professional expressly warrants that all Services and/or additional services covered by this Agreement will conform to the specifications, drawings, samples, instructions, directions and/or descriptions furnished to City by Professional or by Professional to and accepted by City, and that such Services and/or additional services will be performed in a timely manner, in a good and workmanlike manner and free from defects. 2.6 Professional acknowledges and agrees that it knows of City's intended use and expressly warrants that all Services and/or additional services covered by this Agreement which have been selected, provided or performed by Professional, based upon City's stated use, will be fit and sufficient for the particular purposes intended by City. 2.7 Time is of the essence of this Agreement. SECTION 3. CITY'S RESPONSIBILITIES 3.1 Upon City's request of Professional for a time and cost estimate for the Services and/or additional services to be provided hereunder, City shall provide such criteria and information with respect to same as are reasonably necessary for Professional to understand the Services and/or additional services requested and to provide a time and cost estimate thereon. 3.2 Once City has accepted Professional's time and cost estimate for the Services and/or additional services, City shall: 3.2.1 Furnish to Professional, upon request, such studies, reports and other available data in City's possession as City considers reasonably pertinent to the Services and/or additional services to be provided, and which Professional shall be entitled to rely upon in performing the Services and/or additional services, unless, in its review of same, Professional determines that such information is not consistent and fails to promptly so notify City; and M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 3.2.2 Arrange and make all provisions for Professional to enter upon public and private property as reasonably required for Professional to perform the Services and/or additional services; and 3.2.3 Make reasonably available to Professional for consultation, as needed, such individuals as are necessary for Professional to provide the Services and/or additional services to City. 3.3 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services and/or additional services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall provide to City, within five (5) business days after City requests same, a time and cost estimate for the Services and/or additional services requested by City to be performed by Professional. 4.2 Once City has accepted Professionars time and cost estimate for the Services and/or additional services, such Services and/or additional services shall be performed pursuant to the terms of this Agreement, within such time and cost estimate, and pursuant to any other terms and conditions set forth or referenced herein or attached hereto. 4.3 Professional shall coordinate its performance, in the form of physical meetings and/or status reports, with the Mayor or his duly authorized representative, pursuant to a mutually agreeable schedule and/or as circumstances dictate. 4.4 Professional shall provide the Services and/or additional services by following and applying at all times the highest professional and technical guidelines and standards. SECTION 5. COMPENSATION 5.1 5.2 As full and complete compensation for the Services performed by Professional hereunder, and subject to the terms and conditions contained in this Agreement, including, but not limited to, the termination provisions set forth in paragraph 7.1 hereinbelow, City shall pay Professional such amount as is reasonable and mutually agreed upon by the parties in writing prior to the payment thereof. Professional shall submit an invoice to City no more than once every thirty (30) days for Services and/or additional services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, which is incorporated herein by this reference. City shall pay Professional for all undisputed Services and/or additional services rendered and stated on such invoice within thirty (30) days after the date of City's receipt of same. If the undisputed portion of an invoice amount is not paid within thirty (30) days of its receipt by City, Professional shall so notify City. If such undisputed portion of the invoice amount is not thereafter paid within five (5) business days after City's receipt of such notice, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be immediately due and payable by City to Professional as a separate debt for each month same remains unpaid. M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 5.3 In the event an invoice amount is disputed, City shall so notify Professional. If such dispute is not resolved to City's satisfaction within ten (10) business days after notice of such dispute is sent by City to Professional, City shall pay such amount, under protest, into the City Court of Carmel, which Court shall hold same until notified of a resolution signed by both parties hereto or the entry of a final judgment thereon. 5.4 City, in its sole discretion, may agree to pre-pay all or any portion of the compensation to be paid Professional as a result of its provision of the Services and/or additional services hereunder, which pre-payment shall be expressly contingent upon and subject to an accounting and reconciliation by and between the parties at such time as such Services and/or additional services are fully performed, this Agreement is terminated and/or upon City's request. Professional agrees to immediately disgorge to City any prepayment amount it has received from City for Services and/or additional services that are disputed by City and/or which constitutes an overpayment for same. 5.5 If additional professional services are required and Professional wishes to hire an outside source for the performance of same, Professional shall so notify City, in advance of the engagement of such outside source, with an explanation of the need and qualifications of same. If City consents to such outside source, which consent shall not be unreasonably withheld, City shall reimburse Professional for the actual cost of same, which reimbursement sum shall be subtracted from the amount of compensation due Professional from City hereunder. Professional understands and agrees that any and all outside sources so hired shall be employees or contractors of Professional only. Professional warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a direct or indirect result of the use by Professional of an outside source. This indemnification obligation shall survive the termination of this Agreement. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2000, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year, unless earlier terminated in accordance with the terms and conditions hereof. SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide all or any portion of the Services and/or additional services under this Agreement may be terminated by City or Professional without cause upon thirty (30) days notice to the other party. 7.1.2 The obligation to provide all or any portion of the Services and/or additional services under this Agreement may be terminated by City for cause, or upon City's failure to appropriate monies sufficient to pay for same, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 compensation hereunder, Professional shall be paid for all such Services and/or additional services rendered and expenses incurred as of the date of termination of same that are not in dispute. Disputed compensation amounts shall be resolved as set forth in paragraph 5.3 hereinabove. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, parmers, successors, executors, administrators, assigns and legal representatives are bound to the other and to its officers, agents, parmers, successors, executors, administrators, assigns and legal representatives, in all respects as to all covenants, agreements and obligations of this Agreement. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than City and/or Professional. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees, contractors, subcontractors and outside sources are or shall become employees of City. Furthermore, Professional shall have the sole responsibility to pay to or for its agents, employees, contractors, subcontractors and outside sources all statutory, contractual and other benefits and/or obligations as they become due, and City shall not be responsible for same. Rather, the compensation to be paid hereunder by City to Professional shall be the full and maximum amount of compensation and monies required of City to be paid to Professional hereunder. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a direct or indirect result of any statutory, contractual or other claim for wages, benefits or otherwise by any agent, employee, outside source, contractor or subcontractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.5 Insurance. Professional shall procure and maintain, with an insurer licensed to do business in the State of Indiana and reasonably acceptable to City, Professional Responsibility Insurance and such other insurance as is necessary for the protection of City and Professional from any and all claims for damages or otherwise under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, personal injury, sickness, disease or death of any and all of Professional's employees, agents, contractors, subcontractors or outside sources, and/or because of injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached ExhibitS. Professional shall cause its insurers to name City as an additional insured on all such insurance policies (except on its Professional Responsibility Insurance policy), shall, upon request, provide City with copies of all such policies, and shall provide that such policies will not be canceled without thirty (30) days M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 prior notice to City. 7.6 Force Majeure. Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent, it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, provided that notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party within five (5) business days after discovery of the cause of such delay. During any such period of delay or failure to perform by Professional, City, in its sole option, may purchase some or all of the same or similar Services and/or additional services from other sources and reduce the Services requested of Professional hereunder by such degree, without liability to Professional, or have Professional provide some or all of the Services and/or additional services from other sources at times requested by City and at the prices set forth in this Agreement. 7.7 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed of record and Professional fails to remove it within ten (10) days after the date of filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Professional's sole cost and expense. Professional shall indemnify and hold hamless City from and against any and all liabilities, losses, claims, costs, attorney fees, expenses and/or damages incurred by City in connection with any such lien or the removal thereof. This indemnification obligation shall survive the termination of this Agreement. 7.8 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services and/or additional services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and/or additional services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition in bankruptcy, for receivership or other insolvency proceeding, makes a general assignment for the benefit of creditors or, if Professional is a parmership or corporation, dissolves, each such event constituting an event of default hereunder, City shall have the right to, among other things: (1) terminate all or any part of this Agreement, without liability to Professional; (2) perform or obtain, upon such terms and in such manner as it deems appropriate in its sole discretion, the Services and/or additional services which were to be provided by Professional and Professional shall be liable to City for any excess costs to City in performing or obtaining same; and/or (3) exercise any other right or remedy available to City at law or in equity. 7.9 Government Compliance. Professional agrees to comply with all present and future federal, state and local laws, executive orders, rules, regulations, codes and ordinances which may be applicable to Professional's M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Professional agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation of such law, order, rule, regulation, code or ordinance. This indemnification obligation shall survive the termination of this Agreement. 7.10 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees, agents, assigns and legal representatives from any and all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attomey fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents, outside sources, contractors or subcontractors in the performance of this Agreement, or otherwise. The failure to do so shall constitute a material breach of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.11 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents, contractors, subcontractors and outside sources shall comply with all existing and future laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services and/or additional services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Viet~am era veteran status. City reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against. This indemnification obligation shall survive the termination of this Agreement. 7.12 Severability. If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision or portion thereof shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue in full force and effect. 7.13 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: PROFESSIONAL: City of Carmel One Civic Square Carmel, 1N 46032 M. G. Gerdenich II 11495 North Pennsylvania, Suite 200 Carmel, IN 46032 M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 ATTN: Joseph Staehler (with a copy to the City Attomey, Department of Law, same address) Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law: Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties further agree that, in the event a lawsuit is filed hereunder, they waive any rights to a jury trial they may have, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.16 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment. Professional shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement, without City's prior consent. 7.18 Entire A~reement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.21 Advice of Counsel. The parties warrant that they have read this Agreement and understand it, are fully aware of their respective rights, have had the opportunity for the advice and assistance of an attomey throughout the negotiation of this Agreement, and enter into this Agreement freely, voluntarily, and without any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein. [remainder of page intentionally left blank] M. G. Gerdenich II Appraisal Services Administrative Dept. - 2000 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety M. G. Gerdenich II 11495 North Pennsylvania, Suite 200 Carmel, IN 46032 BY: ~ A~d J~es~Brainard, Presiding Officer Billy W~//ker, Member Date: /0 Signature ~a~e: SSN: ATTEST: iana Cordray, IAM~4 ,~G~"4z~ ~Date: /d -c/-FO r r CLIENT: CONFIRMATION FOR APPRAISAL SERVICES City Of Carreel BPW&S PROPERTY: Kosene Property 116th & Guildford Carreel, Indiana PURPOSE: Market Value REPORT TYPE: Limited Summary Before & After ATTACHMENTS TO AGREEMENT: Limiting Conditions CLIENT TO FURNISH: Property Documentation requested TOTAL FEE: NTE $6,000 @ $150 per hour RETAINER: NONE BALANCE OF FEE: Due Upon Reciept BALANCE DUE: 'I'BD 1. The legal description used in this report is assumed to be correct. No survey of the property has been made by the appraiser and no responsibility is assumed in connection with such matters. Sketches in this report are included only to assist the reader in visualizing the subject property. No responsibility is assumed for matters of a legal nature affecting title to the subject property nor is an opinion of title rendered. The title is assumed to be good and merchantable. Information fumished by others is assumed to be true, correct and reliable. A reasonable effort has been made to verify such information; however, no responsibility for its accuracy is assumed by the appraiser. All mortgages, liens, encumbrances, leases and servitudes have been disregarded unless so specffied with the report. The property is appraised as though under responsible ownership and competent management. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures which could render it more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover them. It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated, defined or considered in the appraisal report. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined and considered in the appraisal report. It is assumed that all required licenses, consents or other legislative or administrative authority from any local, state or national governmental or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 10. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted within the report. 11. Unless otherwise stated in this report, the existence of hazardous matedal, which may or may not be present on the subject property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the subject property. The value estimate is predicated on the assumption that there is no such matedal on or in the subject property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discever them. The client is urged to retain an expert in this field, if desired. 12. The distribution of the total valuation in this report between land and improvements apply only under the existing program of utilization. The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 13. The fee for this appraisal does not provide compensation for conference or testimony or attendance in court, with reference to the prepedy in question. 14.This appraisal represents the independent opinion of the appraiser free and clear from any commitments and free from any present or contemplated future interest in the subject property. with the sole compensation for the employment being a fair professional fee. Neither the fee nor the employment to make the appraisal was contingent upon the Value report. 15. The individual signing as Review Appraiser, as "Reviewer" or "Processing Review Appraiser" may not have made a physical inspection of the property that is the subject of this appraisal, the comparable sales or any of the rental comparebles that were utilized in this analysis. 16. We assume that the reader or user of the appraisal will have access to any building plans, specifications, A & E reports, environmental studies or documents relating to easements, license agreements or leases applicable to the property in question that may not be included in this report. Proposed improvements are assumed to be in place, unless stipulated otherwise, and any proposed construction is assumed to conform with the building plans and specifications mentioned in this report. 18. Neither the name of cur firm nor the name of the appraiser nor the report may be included in any prospectus or used in offerings or representations relating to the sale of securities without the pdor written consent of Will L. Stump and Associates. In addition, the report or any part thereof may not be submitted to the SEC or any other securities regulatory agency. 19.Will L. Stump and Associates has completed a property inspection as part of this assignment for the purpose of broadly assessing the overall quality of materials and finishes used in the construction. Will L. Stump and Associates makes no representations as to the architectural or engineering adequacies of the structure or any of its components. Name of Company: Address & Zip: Telephone No.: Fax No.: EXHIBIT B Professional Services Invoice Date: Project Name: Invoice No: Person Performing Service Service Services Provided Hourly Hours Date (Describe in detail in one-Rate Worked tenth hour units) Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Statutory Limits Employer's Liability: Bodily Injury by Accident: Bodily Injury by Disease Bodily Injury by Disease $100,000 each accident $ 500,000 policy limit $100,000 each employee Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: $ 500,000 $ 500,000 Personal & Advertising Injury Limit: Each Occurrence Limit: Fire Damage (any one fire): Medical Expense Limit (any one person): $ 500,000 $ 500,000 $ 50,000 $ 5,000 Comprehensive Auto Liability Owned, hired and non-owned Bodily Single Limit: injury and property damage each accident $ 500,000 Umbrella Excess Liability Each occurrence and aggregate Maximum Deductible $ 500,000 $ 10,000 Professional Responsibility Insurance: Per Occurrence: $ 500,000 Aggregate: $ 500,000