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HomeMy WebLinkAboutAgreement for Staff Services - The Industrial Revolving Fund of SB - Staff Services1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOI )TH BEND. 1NDIANA 46601-1 930 �6 � I 1865 CITY OF • i, • PETE BuTTIGIEG, MAY I BOARD 'PUBLIC March 12, 2019 Mr. Jeff Rea The Industrial Revolving Fund of South Bend, Indiana South Bend Regional Chamber of Commerce 101 N. Michigan St., Ste. 300 South Bend, IN 46601 RE: Agreement for Staff Services Dear Mr. Rea: PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on March 12, 2019, approved the above referenced agreement for the City to provide staff support services to the Industrial Revolving Fund for the amount of $76,470 for the 2019 calendar year, paid to the City in increments monthly. 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 LAURA O'SULLIVAN THERESE J. DORAU AGREEMENT FOR STAFF SERVICES mocv) t This Agreement for Staff Services (this "Agreement") is made on. _ -; 2-1 (the "Effective Date"), by and between The Industrial Revolving Fund of South Bend, Indiana, by and through its Board of Directors (the "IRF") and the City of South Bend, an Indiana municipal corporation, acting by and through its Board of Public Works (the "City" or the "Provider"). RECITALS A. The IRF has as its purpose the furtherance of the economic development, social welfare, and common good of the City of South Bend through the development of job opportunities and the elimination of blight and/or deteriorating physical conditions within the City of South Bend. B. The IRF operates under the terms of the Industrial Revolving Fund Plan (the "Plan"), most recently approved by the United States Economic Development Administration (the "EDA") on May 11, 2017 and subsequent approval by the City of South Bend, Board of Public Works on August 22, 2017, and the applicable EDA regulations, as amended from time to time and contained in the Code of Federal Regulations. C. As contemplated in the Plan, the IRF has determined that obtaining certain staff support services is necessary and proper to advance its purpose. D. The City has a staff with the knowledge, experience, and expertise to provide the staff support services desired by the IRF. E. The IRF has determined that due to the City's knowledge, experience, and expertise, it is in the best interests of the IRF to retain the City to assist the IRF in accomplishing its purpose. F. The City is willing to assist in the IRF's operations by providing certain staff support services on the terms stated in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and obligations stated in this Agreement, the parties agree as follows: SECTION 1. Definitions. For purposes of this Agreement, the following terms have the meanings referred to in this Section: Contract Administrator; The term "Contract Administrator" shall mean the Director of Economic Resources for the City's Department of 1 Community Investment (or any successor thereto) or his or her designee. Projects., The term "Projects" shall mean the projects and undertakings of the IRF in connection with its purpose stated in this Agreement. Requested Services: The term "Requested Services" shall mean the services described in the column labeled "City of South Bend" in EXHIBIT , attached hereto and incorporated herein. Taxes: The term "Taxes" shall mean all governmental assessments, franchise fees, excises, license and permit fees, levies, charges and taxes, of every kind and nature whatsoever, which at any time during the Term may be assessed, levied, or imposed on, or become due and payable out of or in respect of, activities conducted on behalf of the IRF. SECTION 2. Retention and Acceptance of Provider. The IRF hereby retains the Provider to provide to the IRF the Requested Services. The Provider hereby accepts the appointment to provide the Requested Services to the IRF and agrees to provide the Requested Services under the terms and conditions set forth in this Agreement. SECTION 3. Parties' Responsibilities; Authority. A. Services. The Provider will commence providing the Requested Services on the Commencement Date (as defined below) and will continue providing the Requested Services in accordance with the terms and conditions of this Agreement as of the Effective Date. B. Information and Communications. The IRF shall provide all documents, maps, reports, and other data requested by the Provider necessary for the Provider to accomplish the Requested Services. The IRF and the Provider agree that the IRF shall be permitted to obtain at no additional cost and to retain any and all documents prepared or caused to be prepared by the Provider in connection with the services to be provided by the Provider and the Provider agrees to provide the IRF with said documents upon request by the IRF. Said documents may be used by the IRF or others with respect to the IRF's undertakings with respect to the Projects. C. Point of Contact,. The IRF hereby designates the Contract Administrator as the Provider's point of contact with the IRF for purposes of this Agreement. The Contract Administrator shall be responsible for the provision of information to the Provider under this Agreement. 2 D. Authority. The IRF and the Provider agree that no staff member of the Provider shall have the authority to bind or commit the IRF unless so authorized by a duly adopted resolution of the IRF's Board of Directors, provided, however, that nothing in this section prohibits staff members of the Provider from carrying on preliminary negotiations with potential borrowers of the IRF when such negotiations have been generally authorized by the IRF. SECTION 4. Compensation. A. Fees for Services. As compensation for services performed pursuant to this Agreement, the IRF agrees to pay the Provider an annual fee (the "Annual Fee"). For calendar year 2019 (the "Base Year"), the Annual Fee shall be Seventy -Six Thousand Four Hundred Seventy Dollars ($76,470.00). For any calendar year after the Base Year during which this Agreement remains in effect, the Annual Fee shall be equal to One Hundred Two percent (102%) of the Annual Fee for the previous calendar year. B. Payment. On a monthly basis, the IRF will make to the Provider a payment equal to one -twelfth (1/12) of the effective Annual Fee. In the event of termination of this Agreement as provided in SECTION 6, all non -disputed sums due and owing the Provider for services rendered shall be paid within fifteen (15) days after the date of termination. C. Reimbursable ExRenses. The IRF shall not reimburse the Provider for expenses unless such expenses have been approved in writing by the IRF. Expenses which may be reimbursed under this provision shall be reasonable and necessary, and shall relate to the Projects of the IRF. All claims for reimbursement of expenses shall be supported by a detailed itemization of the expense including invoices or receipts with the nature of the claim incurred. SECTION 5. Term. The initial term of this Agreement shall commence on January 1, 2019 (the "Commencement Date"), and continue until December 31, 2019. If not terminated under SECTION 6 or by the parties' mutual agreement, this Agreement shall automatically renew for an additional one-year term on each succeeding anniversary of the Commencement Date. The initial term and any renewal terms are collectively referred to in this Agreement as the "Term." SECTION 6. Termination. A. Termination. This Agreement may be terminated, for any reason, by either party upon sixty (60) days' written notice delivered to the other party. Upon termination of this Agreement for any reason, copies of all data, electronic files, documents, procedures, reports, estimates, summaries other work papers, and any other supporting documents, whether completed or in process, accumulated by the Provider or prepared or provided by the IRF or the Provider relating to this Agreement or the Requested Services shall be and remain the property of the IRF and be delivered to the IRF upon request in a usable form within sixty (60) days after the termination of this Agreement. The IRF shall retain, or be granted by the Provider, all title, ownership, or intellectual property rights, including copyright, patent, trademark, and trade secret rights, in any data gathered or generated by the Provider in performance of the Requested Services under this Agreement. B. Misrepresentations. Notwithstanding any other provision of this Agreement to the contrary, if a party intentionally, knowingly, or recklessly makes a false written representation materially related to the provision of the Requested Services or the obligations of said party under this Agreement, the other party may terminate this Agreement immediately upon delivery of a written notice of termination. SECTION 7. Confidentiality; Public Access. A. Confidential Information. The Provider acknowledges that information which the IRF regards as confidential or proprietary in nature (the "Information"), may come to the knowledge of the Provider during the Provider's performance of services. The Provider shall treat the Information as strictly confidential and agrees that the Provider will not, at any time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any Information for the Provider's own benefit or the benefit of any director, official, employee or agent or any third party, or (ii) divulge, disclose or communicate in any manner any Information to any third party without the written consent of the IRF. The Provider shall be responsible for maintaining the confidentially of any Information in its possession, including taking appropriate measures to secure said Information against such uses and dissemination and to inform any person to which it allows to access such information of its confidentiality. The Provider shall be responsible for any actions taken by those individuals or organizations who or which receive or obtain such Information from the Provider. Except as provided in SECTION 7.C. below, a violation of the foregoing subsection shall be deemed to be a material breach of this Agreement. B. Covenants Stirvive A'irceinei The confidentiality provisions of this Agreement remain in full force and effect after, and survive the expiration or termination of, the Term of this Agreement. C. Public Access. Notwithstanding any provision to the contrary, including the terms of this SECTION 7, the Provider will adhere to all applicable requirements of Indiana laws concerning the disclosure of public records, including without limitation the Access to Public Records Act (I.C. 5-14-3). Any action or disclosure by the Provider required or permitted under such laws will not be deemed a violation of this Agreement, and the IRF hereby expressly consents to any such action or disclosure. SECTION 8. Relationship. A. Inde eendent Contractor. The Provider shall at all times be an independent contractor rather than an employee of the IRF, and no act or omission by the Provider shall in any way bind or obligate the IRF, except as specifically provided under the terms of this Agreement. 0 B. Tax Obligations, The Provider 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 Agreement. The IRF, however, may file informational returns with the United States Internal Revenue Service or similar state agency regarding payments made to the Provider in accordance with this Agreement under conditions imposed by federal, state or local laws applicable to such payment. SECTION 9. Indemnification. The Provider hereby agrees to defend, indemnify, and hold harmless the IRF, its officials, directors, 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, excepting for claims arising out of the negligence of the IRF, its officials, directors, employees, and agents. The obligations of the Provider under this Section shall survive the termination of this Agreement. S �"C HON 10. Equal Opportunity. The Provider shall comply with federal, state, and local law in its hiring and employment practices and policies for any activity covered by this Agreement. The Provider and the IRF mutually acknowledge and agree to fulfill all responsibilities to which they are now or may become subject under the conditions imposed by Title VI of the Civil Rights Act of 1964, as amended, providing that no person shall, on the grounds of race, age, sex, color, religion or national origin, be excluded in any way from participation in, be denied the benefits of, or be subjected to discrimination in the undertaking and carrying out of any federally assisted project. SECTION IL Entire Agreement. This Agreement 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 between them concerning the subject matter of this Agreement. SECTION 12. Law Governing. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. SECTION 1.. Assignment. The Provider's obligations under this Agreement may not be assigned or transferred to any other person or entity without the prior written consent of the IRF. 5 SECTION 14. Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both the Provider and the IRF. SECTION 15. Notices. All notices or other communications which are required or permitted under the terms of this Agreement shall be sufficient if delivered personally, by registered or certified mail, return receipt requested, or by generally recognized, prepaid, overnight 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 courser services. IRF;: Industrial Revolving Fund Board of Directors c/o Jeff Rea, Chairman South Bend Regional Chamber of Commerce 101 N. Michigan St., Suite 300 South Bend, IN 46601 With a copy to: Patricia E. Primmer May Oberfell Lorber 4100 Edison Lakes Parkway, Suite 100 Mishawaka, IN 46545 Provider: City of South Bend Department of Community Investment 1400 S. County -City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Director of Economic Resources With a copy City of South Bend to: Department of Law 1200 S. County -City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Corporation Counsel SECTION 16. Counterparts; Signatures. This Agreement may be executed in counterparts, all of which shall be deemed originals, Electronically transmitted signatures will be deemed original signatures. 2 SECTION I7. Corporate Authority. The undersigned persons executing and delivering this Agreement on behalf of the Provider represent and certify that they are the duly authorized officers of the Provider with authority to execute this Agreement; that the Provider has the full legal right, power, and authority to enter into this Agreement and to grant the rights and perform the obligations of the Provider herein; that no third -party consent or approval is required to grant such rights or perform such obligations hereunder; and that this Agreement has been duly executed and delivered by the Provider and constitutes a valid and binding obligation of the Provider. The undersigned person executing and delivering this Agreement on behalf of the IRF represents and certifies that he or she is a duly authorized officer of the IRF with authority to execute this Agreement, that he or she has been fully empowered, by proper resolution or action of the IRF, to execute and deliver this Agreement and that all necessary action has been taken and done by the IRF to enter into this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date stated above. CITY OF SOUTH BEND, INDIANA INDUSTRIAL REVOLVING FUND OF BOARD OF PUBLIC WORKS SOUTH BFa, 1NA Gary Gilot, President By Its: TTierese Dorau, ember Suzanna Fritzberg, Member Elizabeth Maradik, Mend US.%i rct GSul1%,MMember ATTEST: r� '' :. Za Martin, ler 7 EXHIBIT A Requested Services Staff support will be provided for loan servicing as follows: 1) Collection of documentation required by each respective loan agreement. 2) Contacting loan recipient if documentation is delinquent. 3) Special notification to the Bank Agent in the case of a covenant violation. 4) Annual preparation and analysis of financial statement spreadsheet for all loans being serviced, including comparison to industry norms. 5) Follow-up with loan recipient to correct loan covenant violations. 6) Development and maintenance of Portfolio summary including a list of outstanding loans, balances, terms, rates, job requirements and other pertinent data. 7) Maintenance of duplicate loan files including loan documents, amendments to loan documents and correspondence between the IRF and Loan Recipients. Copies of all these documents shall be supplied by the IRF to the City. 8) Preparation of Minutes for all IRF Board Meetings,. 9) Collection of all loan payments and transmittal to the IRF. 10) Act as liaison with IRF's Legal Counsel. 11) Other staff support services will be provided as required by the IRF except for the following responsibilities which are retained by the Bank Agent: a. Maintenance of original loan documents. b. Investment of the IRF's cash on hand, The following additional staff support services will be provided at the request of the IRF: 1) Loan processing and analysis including a summary of the application covering the following: a. Financial Analysis b. Management Analysis 2) Drafting and issuance of Offers of Loan and Letters of Declination, review and drafting of all loan closing documents, recording of all pertinent documents, attendance at all loan closings, along with responsibility for obtaining all closing documents for IRF's files and establishing duplicate file to carryout City's performance under this contract. 0 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date February 20. 2019 Department Department Comm Name Angelina B i I I o Investment BPW Date 3/12/2019 Phone Extension 5838 u�wi"ww"ur�mr"ww"u mrarvrmmwmuewmrrp... �.� . mm„u ���rnia��uu;�mdmrm e� �mN�mi�u.wuuwwwwuuwwwwmmuiui � � � ummHUHUHUHuuuummmmmmuuuuuumumwuwuwuwiuiui u� Re wired Pr►or to Submittal to Board �:.. _ ___.....www m� .... ....::.m......:: Legal Attorney Name Sandra 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 F-1 Check the A Agreement Professional Services El Bid Opening ❑ Quote Opening ❑ Chg Order No. FI Ease./Encroach. Other: �m Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description ►riate Item Contract F-j Bid Award Quote Award �]C/O &PCANo Traffic Control Required for All Submissions E] Proposal ....................... ww❑ Addendum ❑ Req. to Advertise ❑ Title Sheet El PCA Resolution F� Claim Rewired Information �._........... The g Fund 0 Yes Industrial R If Yeos y Approved by Purchasing No Ej MBE Completed E-Verify Form Attached WBE 211 1001.339.03.00 6,470 annually ❑ Yes ❑ No Contract between the Industrial Revolving Fund and City for City services to the IRF. ------------- For Change Orders Amount of Increase ❑ Decrease $ Previous Amount $