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HomeMy WebLinkAboutProfessional Services Agreement - Troyer Group - Development of Vacant Land Guide1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOI ITH BEND. INDIANA 46601-1 930 1865 SOUTHCITY OF BEND PETE BUTTIGIEG, MAYOR i3OA'1 OF PUBLICWORKS July 23, 2019 John Leszczynski Troyer Group 550 Union Street Mishawaka, IN 46544 RE: Professional Services Agreement Dear Mr. Leszczynski: PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on July 23, 2019, approved the above referenced agreement for the development of a vacant lot guide to the process and design of re -activating vacant lots, in the amount of $35,000. 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 GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU This Agreement for Professional Services (this "Agreement") is made effective as of 2019 (the "Effective Date"), by and between the City of South Bend, Indiana, a muni pal corporation organized and operating under the laws of the State of Indiana, acting by and through its Board of Public Works (the "City"), and Troyer Group, Inc., an Indiana corporation (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. Service. The Provider will provide to the City the professional services (the "Services") set forth in the Provider's proposal attached hereto as ,'xliibit 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. nsation. In exchange for the Provider's performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider a total sum not to exceed Thirty -Five Thousand Two Hundred Dollars ($35,000.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon regular invoicing by the Provider (each a "Contract Installment"). The City will not be required to pay any Contract Installment if the City is not reasonably satisfied with the Provider's performance under this Agreement or any material default or material breach of this Agreement by the Provider exists, as the City may determine in its sole discretion within the duty of reasonableness, good faith, or fair dealing. 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. Jenw Ternfinatiow Breach of Contract. A. 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 City's final payment therefor. B. Notwithstanding the foregoing, effective on a date ten (10) days' after delivery of a written termination notice to the Provider, the City may terminate this Agreement, in whole or in part, if the City determines that such termination is in the best interest of the City. In addition, in accordance with applicable laws, payments are subject to annual appropriation. If the City Controller 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 City 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. However, if the City terminates this Agreement early, City will give Provider ten (10) days' written notice and pay all expenses of Provider incurred under the scope of this Agreement up to the point of the early termination date. C. 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 City will provide written notice of the breach to Provider within ten (10) days of discovering a breach occurred; further, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity, up to the amount paid to Provider due to such breach. D. Except as otherwise provided herein, the failure of City to make payments to Provider in accordance with this Agreement will be considered material breach. Provider may terminate this Agreement in the event that City is in breach hereof and does not remedy the act of default within forty-five (45) days after receipt of written notice from Provider requesting that the default be remedied or cured. Termination of this Agreement will not relieve City of the obligation to pay undisputed payments when due, nor will it relieve City of its obligation to pay any additional costs incurred by Provider under the scope of this Agreement prior to the effective date of termination. In the event of any breach of this Agreement by City, the Provider may suspend its performance to City and may pursue any and all remedies available at law or in equity. 4. Point of Contact. The City employee identified in Section 10 below will serve as the City's principal point of contact for purposes of this Agreement. 5. Relationship. The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the provider shall in any way bind or obligate the City. No employee of the Provider will be considered or deemed to be an employee of the City. 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 after 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. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City andthe Provider. 6. Indemtlilrcation of Cjty. The Provider hereby agrees to indemnify, defend, and hold harmless the City and its officials, employees, and agents, from any reasonable claims which arise from (i) any breach or violation of this Agreement by Provider; (ii) any negligence, gross negligence, or willful misconduct by the Provider under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the City or its officials, directors, employees, or agents. City shall give Provider prompt written notice of any alleged liability or action. The obligations of the Provider under this section shall survive the termination of this Agreement for a period of 5 years. 7. Indemnification of Provider. The City hereby agrees to indemnify, defend, and hold harmless the Provider and its officials, employees, and agents, from any reasonable claims which arise from (i) any breach or violation of this Agreement by City; (ii) any negligence, gross negligence, or willful misconduct by the City under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the Provider or its officials, directors, employees, or agents. Provider shall give City prompt written notice of any alleged liability or action, 8. Work.,.Product, Ownership. The Provider will submit its work product to the City in accordance with the terms of the Scope of Work. Any and all work product submitted by the Provider to the City as part of the Provider's performance of the Services shall be free from claims of infringement and will become the exclusive property of the City. The City will have the right to use and reproduce copies of the Provider's work product as the City determines in its sole discretion without compensation to the Provider except the compensation expressly provided for in this Agreement. The City agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the Provider 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 City. The City will credit the Provider each time the deliverables are used. The City will allow Provider the use of any of its work product submitted to the city in Provider's promotional or marketing materials. 9. Assi amen . 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 City, except for the Provider's subcontracting, at the Provider's sole cost. 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, registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may be, at the address set forth below. Provider: City: Troyer Group City of South Bend 550 Union Street 227 W. Jefferson Boulevard, Suite 1400 S. Mishawaka, IN 46544 South Bend, IN 46601 Attn: Jonathon Geels Attn: Elizabeth Maradik 11. Uual Opportunity; Non -Discrimination C a x Hance. 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'swww Alfll "i av it. The Provider agrees, as a condition precedent to the effectiveness of this Agreement, that its authorized representative will execute and submit to the City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B. 13. DrLi g-Frec We rkdace. 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 City 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. 14. No Waiver. No failure or delay on the part of either Party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder. 15. Severabil ty. In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the terms or conditions of this Agreement are in conflict with any applicable statute or rule of law, then such terms and conditions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform to such law. 16. Entire A i[°cgneini Amendment A nlicable Law. 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 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 City. 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: CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary A. Gilot, President 46 Member Therese D orau, Meniber ATTES°Ia,. .. Linda. M. Martin, Clerk PROVIDER: Troyer Group 9Aii E. Leszczynski, Pres. ° nt. Genevieve Miller, e �e hc; .0 a O'Sullivan, Scope of Work [See attaciled,] MIN Ms. Elizabeth Maradik, AICP June 28, 2019 Principal Planner Department of Community Investment City of South Bend 227 West Jefferson Blvd. South Bend, IN 46601 Reference: Vacant Lot Guide Dear Ms. Maradik, Thank you for providing us the opportunity to submit an updated proposal for professional services for the development of a Vacant Lot Guide for the City of South Bend. Thank you also for meeting with us to discuss the scope. We understand the guide to be targeted to the end users with an emphasis on its usability. We also understand this guide is to be used as a resource with specific actions for working with the community to develop consensus, identifying vacant lots and the information needed to move forward with a project, and as a toolkit of lot designs and strategies. Based on our previous discussions, we have developed the following proposal that outlines our scope of services that we believe will provide you the best value moving forward. Proposed Scope of Services The scope of this project includes the consultant completing the following tasks. Research: Troyer Group will conduct a thorough review of relevant vacant lot guides, including (but not limited to) those produced for Detroit, Pittsburgh, Cleveland, and Los Angeles. This scope includes • Review of other available guides, case studies, and available research on best practices for vacant lots. This scope includes reaching out to the identified communities to discuss their suggested strategies, pitfalls, and areas for improvement. • Review and include relevant and available information including, but not limited to aerial photography, existing GIS information, and other City maps as well as vacant lot photography. • Provide a summary of information to the City and digital compilation of the materials. • At the end of the research phase, we will also share a draft outline of the document and a draft of page layout options. Working Session: Using the preliminary study produced by the City and the information gathered on other communities' best -practices as a baseline, the working session will set the tone for the document. We understand this component to include: o Finalize an outline for the guide with City staff. It comes dcn1vn b) people n�d theu- exlvflences r qctieiiu°, We Will 550 U111o0u1 SI °Ashawu ka, IltN 1654.4 � p 57,11,259m9976 June 28, 2079 • Explore vacant lot project ideas and typologies that could be included in the guide. o Explore best practice / successful projects in other communities Draft Document: Troyer Group will work with the City to refine the outline and prepare drafts for review. This scope includes the following items: Develop at least two preliminary page layout / design options for the document to review with City. Develop user-friendly content (verbiage and graphics) for the guide including, but not limited to: 0 Easy -to -follow exercises Examples of lot activation ideas (including examples of potential lot layout) a, Tools for finding the right vacant lot solution ' Tools to develop a sustainable plan Troyer Group will work with City staff to develop and refine content. We understand there to be 2 draft submissions (50% and 95%) over the course of the project. Final Document After a thorough review and discussion with your committee, a final Vacant Lot Guide will be completed for the City. The preliminary outline involves 6 components: How to use the guide, how to build consensus with the related stakeholders, vacant lot identification, lot design options and standard typologies, implementation recommendations, and on -going concerns. The final guide may deviate from those components based on the feedback and discovery from the scope items listed above. We understand the priorities for the final document include: • Create graphically pleasing document that clearly and concisely provides information. • Create a document that is easy to navigate (assume both digital and print use). • The City will own the document, all source documents / materials, and graphics. o Troyer Group will provide the City with a packaged InDesign folder containing all necessary files, fonts, and source graphics. • Troyer Group will also provide all collected information used throughout the process, whether in the final guide or not, through a digital storage link. Deliverables: o Research summary and relevant documents provided to City 0 2 hour working meeting with the City 0 2 Draft revisions • Vacant Lot Guide, approximately 40-50 pages, in print and digital (PDF and InDesign) format 9 u � �.�: p ��� : u.u,� 1 oliEl ta@°v�ier, I�ffle Will i� i June 28, 2019 Proposed Fee: Troyer Group will provide the above scope of services for the lump sum fee of $35,000. This fee includes reimbursable expenses such as mileage, prints, and copies. Troyer Group bills monthly for the work completed in the previous month. Document Production Total Proposed Fee $35,000.00 $35,000.00 Additional Services: If the following items revisions become necessary, an additional fee will be provided for your consideration. • Draft revisions beyond the two (2) City reviews • Detailed design drawings (for contractors) • City policy and process recommendations (supplemental internal document) • A supplementary website or mobile application • If additional public or stakeholder meetings become necessary, such as public meetings, stakeholder meetings), or additional City meetings, those can be added to the scope for a fee of $1580 per meeting. This includes 3 team members and all necessary preparation time. Individual team members hourly rate range between $140/hr to $100/hr. If you agree with the proposed services and fee, please sign in the space provided and return a copy to our office for our records. Thank you for the opportunity to work with you on the Vacant Lot Guide for the City of South Bend. Please contact us with any questions regarding our proposal. Sincerely, Ile Jot hzn Geels, PLA, AS A Project Manager Approved by: Elizabeth Maradik, AICP Principal Planner, City of South Bend J-0— John E. Leszczynski President Date: Page 3 .. 4 I .,Together, We W'ill 9 i� c.r���. ire. EXHIBIT B Contractor's Affidavit [See attached.] 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: COUNTY The undersigned 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 Non -Collusion Non -Debarment Affidavit Non Iran Form 2016 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, gender expression, gender identity, sexual orientation 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. Non -Collusion Non -Debarment Affidavit Non [ran Fonn 2016 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, gender expression, gender identity, sexual orientation, 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 made in the United States on this project if awarded. I understand I have an affirmative duty to notify the City in my bid that my proposal does not include the use of steel products or foundry products made in the United States. I understand it is my sole obligation and responsibility to provide a justification to the City, subject to review and approval, why the cost of United States made steel or foundry products is unreasonable. Prior to award and upon submission of bid which does not use steel products or foundry products made in the United States, the City, through its director of public works, shall make a determination if the price of United States made steel or foundry is unreasonable. 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 clay o li� , 20�' Subscribed and sworn to before me this My Commission Expires County of Residence Non. -Collusion Nan -Debarment Affidavit Non Iran Form 2016 Contractor/l iddvi3OVirin Sip afore of Cohiractorr'1 idefer lots Agent - _. AjM6 aViv T Printed Name and Title day of_fi 20—L Notary Public C1 E R 1. CONNORS Notary Public SEAL State of Indiana My Commission Expires Sept 4, 2020 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date July 12, 2019 _...... .....--- - ---_ Name Andrew Netter Department DCI Division/Bureau Planning BPW Date July 23, 2019 Phone Extension 5931 u. rvrarrrv;nrmmmr»;ra���rauwe7u�inmwwurrwounKuw�u�muvrivrnmm;rwe.�ae �r �e.-sa,.. m�ww�;:rcn...—�.uvn.:.euww�r��wurvrc�rm,�r'rc,:v�!m�mrimm.., W_F,,ac__�s�arw�!immmnmmmuuuu,mrracyr��ooirrvrmmnuouoi�,rt.�uuao�o..�.�_s.��rmre!wrvvmu�u:m:a _.,, mm � t uired Prior to Submittal to Board — Legal ® Attorney Name: Sandra Kennedy Controller ❑ Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing ❑ Check the L] Agreement Amendment ® Professional Services ❑ Bid Opening ❑ Quote Opening ❑ Change Order No. El Ease/Encroach, Other: Company or Vendor Name iroprjate Item Type — ❑! Contract Resolution Submissions ire. or All ub onsvvv�v ❑ Proposal El Bid Award ❑ Req. to Advertise El Quote Award El C/O & PCA No. ❑ PCA Traffic Control: New Vendor MBE/WBE Contractor MBE/WBE Contractor Requested Project Name Project Number Funding Source Account No. Amount Current Percent of Change;. New Amount $ Total Percent of Change: Required Information Troye Group Yes No Purchasino MBE LJ WBE No Yes ...Name.of .. . Corn Vacant Lot Guide EDIT -11111 08-10 460-41.01 3.5.'.O 0.0.. ....._.....--------------- Copy Original ® Andrew Netter .... ._... (� ____ Dispersal After A...oraroval Addendum ❑ Title Sheet If Yes, Approved by