HomeMy WebLinkAboutProfessional Services Agreement - Opticos Design Inc - Near Northwest Neighborhood Plan1316 COUNTY -CITY BUILDING
227 W.JEFFERSON BOULEVARD
SOUTH BEND_ INDIANA 46601-1 930
1865
CITY OF SOUTH BEND PETE BUTTIGIEG, MAY
BOARD PUBLIC
December 11, 2018
Caroline Swinehart
Opticos Design, Inc.
2100 Milvia Street, Suite 125
Berkeley, CA 94704
RE: Professional Services Agreement
Dear Ms. Swinehart:
PHONE 574/235-9251
FAx 574/235-9171
The Board of Public Works, at its meeting held on December 11, 2018, approved the above
referenced agreement for a Near Northwest Neighborhood plan in the amount of $178,866.
Enclosed please find a copy of the agreement for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU
AGREEMENT FOR PROFESSIONAL SERVICE
This Agreement For Professional Services (this "Agreement") is entered into on November
27, 2018 (the "Effective Date"), by and between the City of South Bend, Indiana, acting by and
through its Board of Public Works (the "Board"), and Opticos Design, Inc., a California
corporation with its registered office address at 2100 Milvia St., Suite 125, Berkeley, California
94704 (the "Provider") (each a "Party" and collectively the "Parties").
For and in consideration of the mutual covenants and promises contained herein, the Parties
agree as follows:
1. Services. The Provider will provide to the Board the professional services (the
"Services") set forth in the Provider's proposal attached hereto as Exhibit A (the "Scope of Work").
In the event of any conflict between the terms of this Agreement and the terms of the Scope of
Work, the terms of this Agreement will prevail. The Provider will execute its obligations under
this Agreement in accordance with the prevailing professional standard of care for projects of
similar design and complexity.
2. Compensation. In exchange for the Provider's performance of the Services, and
subject to the, terms and conditions of this Agreement, the Board will pay the Provider a total sum
not to exceed One Hundred Seventy-eight Thousand Eight Hundred Sixty-six Dollars
($178,866.00) (the "Contract Amount"). The Board will pay the Contract Amount in installments
upon regular invoicing by the Provider (each a "Contract Installment"). The Board will not be
required to pay any Contract Installment if the Board is not reasonably satisfied with the Provider's
performance under this Agreement or any default or breach of this Agreement by the Provider
exists, as the Board may determine in its sole discretion. The sum of all Contract Installments will
not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any
expenses in excess of the Contract Amount.
3. Tenn "I'ennination. Unless earlier terminated in accordance with its terms, this
Agreement will commence on the Effective Date and end upon the Provider's completion of all its
obligations hereunder and the Board's final payment therefor. Notwithstanding the foregoing,
effective immediately upon delivery of a written termination notice to the Provider, the Board may
terminate this Agreement, in whole or in part, for any reason, if the Board determines that such
termination is in the best interest of the Board or the City of South Bend (the "City"). In addition,
in accordance with applicable laws, payments are subject to .annual appropriation. If the City
Controller, serving in his or her capacity as the Board's treasurer, makes a written determination
that funds are not appropriated or are otherwise unavailable to support the continuation of this
Agreement, it shall be cancelled. A determination by the City Controller that funds are not
appropriated or are otherwise unavailable to support the continuation of performance shall be final
and conclusive. The Board will not be required to pay any Contract Installment or be otherwise
liable for any cost associated with the Provider's performance of any Services after the effective
date of termination.
4. Remedies for Breach of Contract. The Provider's failure to complete the Services
in accordance with this Agreement will be considered a material breach. In the event of any breach
of this Agreement by the Provider, the Board may suspend all payments to the Provider and may
pursue any and all remedies available at law or in equity.
5. point of Contact. The City employee identified in Section 10 below will serve as
the Board's principal point of contact for purposes of this Agreement.
6. Relationship. The Provider shall at all times be an independent contractor for the
performance of the Services rather than an employee of the City or the Board, and no act or
omission to act by the Provider shall in any way bind or obligate the City or the Board. No
employee of the Provider will be considered or deemed to be an employee of the City or the Board.
This Agreement is strictly for the benefit of the Parties and not for any third party or person. This
Agreement was negotiated by the Parties at arm's length and each of the Parties hereto has
reviewed the Agreement and had the opportunity to consult with independent legal counsel.
Neither Party shall maintain that the language in the Agreement shall be construed against any
signatory hereto as the drafter hereof. The Board and the Provider hereby renounce the existence
of any form of agency relationship, joint venture, or partnership between the Provider and the
Board and agree that nothing contained herein or in any document executed in connection herewith
shall be construed as creating any such relationship between the Board and the Provider.
7. ndc_mnification of B ard. The Provider hereby agrees to indemnify and hold
harmless the City and the Board, and their respective officials, 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, except for claims arising
out of the negligence of the City, the Board, or their respective officials, directors, employees, or
agents. The obligations of the Provider under this section shall survive the termination of this
Agreement.
8. Work Product: Ownership. The Provider will submit its work product to the Board
in accordance with the terms of the Scope of Work. Any and all work product submitted by the
Provider to the Board as part of the Provider's performance of the Services will become the
exclusive property of the Board, and the Board will have the right to use and reproduce copies of
the Provider's work product as the Board determines in its sole discretion without compensation
to the Provider except the compensation expressly provided for in this Agreement. The Board
agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its
officers, directors, employees and subconsultants against any damages, liabilities or costs,
including reasonable attorneys' fees, arising from or allegedly arising from or in any way related
to or connected with the reuse or modification of the deliverables by the Board. The Board will
credit the Provider each time the deliverables are used.
9. AssiWment�. The Provider shall not assign or subcontract the whole or any part of
this Agreement or its obligations hereunder without the prior written consent of the Board, except
for the Provider's subcontracting, at the Provider's sole cost, of the work required under the Scope
of Work to be completed by an economist.
10. Notices. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered when deposited in the United States Postal Service, postage prepaid,
2
registered or certified mail, return receipt requested, addressed to the Board or the Provider, as the
case may be, at the address set forth below.
Provider:
Board:
Opticos Design, Inc.
City of South Bend
2100 Milvia St., Suite 125
227 W. Jefferson Boulevard, Suite 1400 S.
Berkeley, CA 94704
South Bend, IN 46601
Attn: Caroline Swinehart
Attn: Elizabeth Maradik
11. I q ma1.O c rturmit ° i"ion-Discriminatiomt.- Compliance. The Provider shall comply
with all applicable laws and regulations in its hiring and employment practices and policies for
any activity covered by this Agreement. The Provider shall comply with all federal, state, and
municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement
including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non-
discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the
government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new
employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions
is incorporated herein as if set forth in full, and the Provider certifies that it is in compliance with
each such provision and shall remain in compliance through the term of this Agreement.
12. Contractor's Affidavit. The Provider agrees, as a condition precedent to the
effectiveness of this Agreement, that its authorized representative will execute and submit to the
Board and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B.
13. Dr�. The Provider hereby agrees to make a good faith effort to
provide and maintain a drug -free workplace. The Provider will give written notice to the Board
within ten (10) days after receiving actual notice that the Provider or an employee of the Provider
within the State of Indiana has been convicted of a criminal drug violation occurring in the
workplace.
em�t
14. Entmpl
remer�t• A aliablw . This Agreement sets forth the
re�mendr�m
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 them. This Agreement may be amended only by separate writing, signed by authorized
representatives of both the Provider and the Board. This Agreement will be construed and
interpreted according to the laws of the State of Indiana.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement For Professional
Services to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND, INDIANA
ACTING BY AND THROUGH ITS
BOARD OF PUBLIC WIQ K,
.m
Gary Gilot, President
'Prerese DoraullrAeniber
Suzan a Fritzberg, Member
Elizabeth Maradik, Member
James Mueller, Member
ATTEST:
4Lida'(iMa�rtin, Ciei
OPTICOS DESIGN, INC.,
a California corporation
By
Printedw,
......... ..
Date:
4
EXHIBIT A
Scope of Work
[See attached.]
EXHIBIT B
Contractor's Affidavit
[See attached.]
Exhibit A
South Bend Near Northwest Neighborhood Plan
Draft Scope of Services 9/13/18
A. Understanding Existing Conditions
• Strengths & Challenges
o City generates strengths and challenges list and summary of relevant background
documents
o Opticos reviews strengths and challenges information and translates the list into initial
strategies
• Connectivity — bike/ped and vehicular network
o Opticos reviews and advises on maps
ODI Deliverables:
• Memo of initial strategies based on City's memo of strengths and challenges.
• Review of City -generated connectivity map.
B. Kickoff Trip
• Dan and Senior Designer to travel to South Bend for two-day kickoff event.
ODI Deliverables:
• Memo of guiding principles for project.
• Document transcribing comments compiled into broad categories.
Document compiling any other public feedback from any other public exercises.
C. Framework for the Future
• Two-day pre-charrette prep session (design session internal to ODI team)
• Charrette — 6 days, 4 ODI team members
o Preparation of charrette materials (posters, base maps, etc)
o Charrette time
o Pre- and Post-charrette logistics and coordination
• Finalize guiding principles (future development, activities, place making, etc.)
• Finalize potential land use changes
• Finalize resulting rezoning / mapping changes (as needed)
• Finalize connectivity / infrastructure improvements
• Finalize place making opportunities
o Neighborhood centers, corridors
o Parks and other open space
o Other community assets
• Supply City with finalized design products, graphics, and content
• Support City on pilot projects / tactical urbanism ideas that can be tested
o Infrastructure changes / improvements
o Place making strategies, etc.
OD/ Deliverables:
Charrette posters, base map(s).
• Charrette products (graphics, studies, etc. developed at charrette).
• Graphics and written content for City to insert into document.
D. Development Strategy for Target Area / Implementation
• Understand land requirements / preliminary site planning (buildings, parking, etc.)
• Finalize development strategy
• Finalize lot typology: Missing Middle housing type studies for up to 3 lot sizes with associated
density / development standards.
• Finalize building typology (general building scale, number of units, etc.)
• Finalize phasing strategy
ODI Deliverables:
• A set of Missing Middle housing types likely to be feasible on up to 3 lot types.
0. Project Management:
• Project management
• Ongoing Coordination: Bi-weekly (once every two weeks) calls
Optional tasks for further consideration
• Additional charrette days with four -person team ($9,000/day)
• Develop InDesign template for plan document ($7,500)
• General design guidelines (estimate: $15,000-20,000)
• Development of Building Types - primarily residential and mixed -use (estimate: $40,000-50,000)
• Develop a set of pre -approved building plans by type (estimate TBD after discussion with City)
When the prospective Contractor is unable to certify to any of the statements below, it shall attach an' explanation to this Affidavit.
CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT,
CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY
VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE
OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS
(Must be completed for all quotes and bids. Please type or print)
STATE OF )
SS:
„OUNTY )
The unk ersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that:
1. Contractor has not, nor has any other member, representative, or agent of the firm,
company, corporation or partnership represented by` him; entered into any combination, collusion
or agreement with any person relative to the price to be bid by anyone at such letting nor to
prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid
is made without reference to any other bid and without any agreement, understanding or
combination with any other person in reference to such bidding. Contractor further says that no
person or persons, firms, or corporation has, have or will receive directly or indirectly, any
rebate, fee, gift, commission or thing of value on account of such sale; and
2. Contractor certifies by submission of this proposal that neither contractor nor any of its
principals are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department or agency;
and
3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in
investment activities in Iran.
a. For purposes of this Certification, "Iran' means the government of Iran and any agency or
instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from
time -to -time.
b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is
engaged in investment activities in Iran if either:
i. Contractor, its successor or its affiliate, provides goods or services of twenty million
dollars ($20,000,000) or more in value in the energy sector of Iran; or
ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty
million dollars ($20,000,000) or more in credit to another person for forty-five (45)
days or more, if that person will (i) use the credit to provides goods and services in
F-Non-Collusion Non -Debarment Affidavit Non Iran Form 2012
the energy sector in Iran; and (ii) at the time the financial institution extends credit, is
a person identified on list published by the Indiana Department of Administration.
4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain
any employee or contract with a person that the Contractor subsequently learns is an
unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility
status of all of Contractor's newly hired employees through the E-Verify Program as defined by
I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify
Program is included and attached as part of this bid/quote; and
5. Contractor shall require his/her/its subcontractors performing work under this public
contract to certify that the subcontractors do not knowingly employ or contract with an
unauthorized alien, nor retain any employee or contract with a person that the subcontractor
subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is
participating in the E-Verify Program. The Contractor agrees to maintain this certification
throughout the term of the contract with the City of South Bend, and understands that the City
may terminate the contract for default if the Contractor fails to cure a breach of this provision no
later than thirty (30) days after being notified by the City.
6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by
the City of South Bend through its agencies, boards, or commissions shall not discriminate
against any employee or applicant for employment in the performance of a City contract with
respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or
indirectly related to employment because of race, sex, religion, color, national origin, ancestry,
age, or disability that does not affect that person's ability to perform the work.
In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials,
or any combination of the foregoing including, but not limited to, public works contracts
awarded under public bidding laws or other contracts in which public bids are not required by
law, the City, its agencies, boards, or commissions may consider the Contractor's good faith
efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority
Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining
the lowest, responsible, responsive bidder.
In no event shall persons or entities seeking the award of a City contract be required to award a
subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said
WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board
shall prohibit that person or entity from being awarded a City contract for a period of one (1)
year from the date of such determination, and such determination may also be grounds for
terminating the contact for which the discriminatory practice or noncompliance pertains.
7. The undersigned contractor agrees that the following nondiscrimination commitment
shall be made a part of any contract which it may henceforth enter into with the City of South
Bend, Indiana or any of its agencies, boards or commissions.
F-Non-Collusion Non -Debarment Affidavit Non Iran Form 2012
Contractor agrees not to discriminate against or intimidate any employee or applicant for
employment in the performance of this contract with privileges of employment, or any matter
directly or indirectly related to employment, because of race, religion, color, sex handicap,
national origin or ancestry. Breach of this provision may be regarded as material breach of
contract.
I, the undersigned bidder or agent as contractor on a public works project, understand my
statutory obligations to the use of steel products or foundry products made in the United States
(I.C. 5-16-8-1). I hereby certify that I and all subcontractors employed by me for this project will
use steel products or foundry products on this project if awarded. I understand that violations
hereunder may result in forfeiture of contractual payments.
I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for
public works are true and correct.
Dated this . day of
Contractor/Bidder (Firm)
Sid attire of Contractor/Bidder or Its Agent
! ri1 ed Name
� � �� ✓ , t
m and Title
Subscribed and sworn to before me this day of
My Commission Expires U ' r
Notary Public
County of Residence
F-Non-Collusion Non -Debarment Affidavit Non Iran Form 2012
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
. ,
Subscribed and sworn to (or affirmed) befo ew,me on this
r "
Naine7 or Signer �2j
day of ,
Mullah
and
proved to me on the basis of
satisfactory evidence to be the person(s) who appeared before me.
to ►���� MARY S. BAPI
Commission # 2141271
Notary Public -California
Alameda County
My Comm. Expires Feb 28, 202
`rye All
OPTIONAL INFORMATION
Although the inli-arrn ation in this secfion is no: reapr.adp-ed by law, it could prevent fr-.UrIUJCt-h and re aUachApne.rd of
this juraat ter an unauthorized and arnaav araa.we. as re h..a6 tra pensons relying on Ozer .aff achue d document,
Description of Attached Document
The certificate is attached to a document titled/for the purpose of
containing pages, and dated
Method of Affiant Identification
Proved to me on the basis of satisfactory evidence:
0 form(s) of identification O credible witness(es)
Notarial event is detailed in notary journal on:
Page # Entry #
Notary contact:
Other
[—] Affiant(s) Thumbprint(s) n Describe:
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BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
11/29/18
Liz Maradik
Department DCI
BPW Date 12/11/18 Phone Extension x5821
P�M ((NflUN Jll6JiWiGZJ�frrtM IIIIIIIIIIIIIIIIIIIIIIII�IMNHNNNNbI�II���MMdIMd WV�W IW� PPAW!&@JftWNY 'N�gfimiINN&0W➢19 NNOII r�Pl i.Vi2.YMIIIIM1fPMIdIP
..... ........ —tea.
Reauired Prior to Submittal to Board
Legal Attorney Name Sandi Kennedy
Controller review is required for all Contracts $5,000.00 or more
Controller and greater than one year in length per the City Purchasing
Policy
Purchasing [:]
Check the A
Agreement
[� Professional Services
�[ Bid Opening
[J Quote Opening
] Chg Order No.
0 Ease./Encroach.
Other:
Company or Vendor Name
New Vendor
MBE/WBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
�ropriate Item Type -
El Contract
Amendment
❑ Bid Award
❑ Quote Award
❑ C/O & PCA No. _
❑ Traffic Control
for All Submissions
Proposal F-j Addendum
❑ Req. to Advertise ❑ Title Sheet
❑ PCA
Ej Resolution
Claim
Require Information
O i sasLLDesign, Inc.
[] Yes If Yes, Approved by Purchasing
® No
❑ MBE ❑ WBE Completed E-Verify Form Attached
Near Northwest N
EDIT
408-1001.-460-31.06
$178,866 �
hborhood Plan
Assist with development of neighborhood plan
Forh Orders Ohj.Amount of El Increase ,�...�
[] Decrease $
Previous Amount $
Current Percent of Change:
New Amount $
Total Percent of Change:
Time Extension:
Dispersal After Approval
Copy
Original
F
❑
El
❑ Yes
❑ No