HomeMy WebLinkAboutProfessional Services Agreement - Incremental Development Alliance - Small Real Estate Capacity Building and Tech Assistance11
1316 COUNTY -CITY BUILDING �J
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� 'p PHONE 574/ 235-9251
227 W. TEFFERSON BOULEVARD
FAX 574/ 235-9171
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SOI)THBEND. INDIANA46601-1830
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
August 27, 2019
Jim Kumon
Incremental Development Alliance
PO Box 8847
Minneapolis, IN 55408
RE: Professional Services Agreement
Dear Mr. Kumon:
The Board of Public Works, at its meeting held on August 27, 2019, approved the above
referenced agreement for small real estate capacity building and technical assistance in the
amount not to exceed $20,000.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy 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 LAMA L. O'SULLIVAN THERESE J. DORAU
This Agreement for Professional Services (this "Agreement") is made effective as of
August 27, 2019 (the "Effective Date"), by and between the City of South Bend, Indiana, a
municipal corporation organized and operating under the laws of the State of Indiana, acting by
and through its Board of Public Works (the "City"), and Incremental Development Alliance, a
Minnesota non-profit 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. Servic gs. The Provider will provide to the City 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. 'n sensation„ 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 Twenty Thousand Dollars ($20,000.00) (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 default or breach
of this Agreement by the Provider exists, as the City 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. T�ri ° "I �rnirealig.._.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. Notwithstanding the foregoing,
effective immediately upon delivery of a written termination notice to the Provider, the City may
terminate this Agreement, in whole or in part, for any reason, 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.
4. Remedies ),r 3rcacli of ) r�iiia t 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 may suspend all payments to the Providerand
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
City's principal point of contact for purposes of this Agreement.
6. RelationshiI2,_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 and the
Provider.
7. Cn l gmnification of City, The Provider hereby agrees to indemnify, defend, and hold
harmless the City and its 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 or intentional
acts or omissions of the City or its officials, directors, employees, or agents. The obligations of the
Provider under this section shall survive the termination of this Agreement.
8. Work Pr duct° Ownership. The Provider will submit it 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.
9. Assi iinien�t. 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.
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:
lneremental DeveltJltx cnt Allia e
P.O. Box 8847
CCvllinncapcali ;-MN 5.5408
Attn: Jim Kumon
City:
City of South Bend
227 W 1e erson Boulevard Suite 1400 S. South_
Bend, IN 46601
Attn: lkc�na ,Aldrid
11. P . Lial CI r mii - Non-l-)is��iiiiiialation:. Com l iaixce.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 she is in compliance
with each such provision and shall remain in compliance through the term of this Agreement.
12. C n ractor'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
City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B.
13. l ru ,-k" t•ce W ork Ala p, 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. N9 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. Scverability, 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. l re tire A grcement` Ajncii!Llineiit-,,,.AI,212licable 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Ablb�'L
Gary A. Gilc_ ;i" President
Therese J. orau, Member
A--L,
1. lizabetli A. Maradmk, Member
Laura O'Sullivan, Member
Genevieve Miller, Member
ATTEST:
{wr
L'aida. M. Martin, lcrk
INCREMENTAL DEVELOPMENT
ALLIANCE
Signature
Jim Kumon, Executive Director
EXHIBIT A
SCOPE OF WORK
City of South Bend
Small Real Estate Capacity Building and Technical Assistance
Incremental Development Alliance
August 12, 2019
This scope of work outlines two types of services to be deployed on a recurring and ongoing basis to assist a variety of
audiences in the City of South Bend to implement small development projects at the neighborhood level.
SCOPE OF SERVICES
Service One: Agency Level Strategic Coaching / Technical Assistance
The City of South Bend in its Community and Economic Development efforts has requested assistance in devising
and/or deploying a strategic implementation actions related to small development activities at the neighborhood scale.
This could include a range of technical assistance activities examining housing, community development, economic
development, physical planning and financial structure of residential, commercial, industrial and/or mixed use real
estate projects. These activities include working directly with city staff as well as potentially participating in meetings
with community members or business owners to look at multidisciplinary regulatory/financial issues to create
strategies for development projects to start or be more successful.
Technical assistance will be deployed via in person visits and phone/video calls.
Service Two: Project Level Mentoring of Existing or Potential Small Developers
The City has identified individuals and development organizations who could use assistance in the conceptualization,
organization, refinement or execution of a small (1-3 building) or incremental (larger site or building being phased)
real estate project. The Alliance has a staff and faculty with a range of experience that can be deployed to assist
projects and their implementers move forward from whatever starting point they are currently at. For the purposes of
this contract, the scope of the number of projects involved in ongoing (multiple engagements over time) shall be
limited to 10. The City can deploy the Alliance for any number of one-off meetings to discuss options or ideas for a
project with an individual.
Technical assistance will be deployed via in person visits and phone/video calls.
There are two major audiences of people served through this scope of coaching:
Audience 1: Train neighborhood based individuals and property owners how to develop small buildings, often
owner occupied (or owner -adjacent).
These are often key neighborhood residents or property owners who are also very civically in engaged. They sit on
neighborhood level nonprofits, are engaged in religious institutions or are involved with Main Street or preservation
related groups. They have deep human relationships, but very light technical skills for how regulatory mechanisms
work, how buildings function and the details around financial transactions. Once technically trained, they can most
often overcome the largest hurdles and complete more difficult projects because they have both human networks and
often resources confined to hyper local neighborhood projects.
This also covers less civically active property owners who may have inherited properties personally or through
business transactions and may not have the skills or capital to redevelop or improve. In more of a one-time
development way, owner -occupants (or want to be) of businesses or residential properties can help stabilize
neighborhoods and provide a clustering effect of both owners and renters who equally care about their place.
Audience 2: Capacity -build existing small developers with some experience to develop many properties in a
neighborhood area and assist existing professionals in real estate, construction and design doing small
development projects in addition to their main line business.
This small but potent audience includes individuals and organizations directly or tangentially involved in real estate
already. They bring many technical skill sets to the table but are missing one or two key elements to be more
successful. There are a few common flavors:
• Existing property owner / rehabbers: They may have bought or inherited a property, tinkered with it, but
really treated the process more like a hobby than a business.
• Small developer/contractor (for profit or non profit): May be very experienced at one product type, but
may not have the facility to know how to pivot to a more diversified set of building types or business models,
such as how to do new construction. .
• Side Hustlers to Full Time: Younger or second career developers who have completed a few rehab or flip
type of projects and want to build a more intentional business model, but do not know where to start, especially
if there is a lack of product type they want to pursue in the area they are located.
• Professionals adjacent to real estate: Have the most technical skills at hand to perform as small developers.
They usually need to understand the necessity to stay in a relatively concentrated area to build relationships
and typically need to hone their financial aptitude to a higher level.
FEES
The Alliance will be brought in on an as needed basis scheduled at least 60 days in advance for in person visits and at
least a day in advance for formal meetings.
In Person visits will be compensated at the following set values:
Labor: $1500 per day (includes time for travel)
Expenses per trip (Airfare, hotel, meals): $700
Off site calls will be compensated at the following set values:
Labor:
Executive Leadership/Senior Faculty: $150 per hour
Project Coordinator: $120 per hour
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
2019 Date August 20,�.......... ���_........��._...e.........................................
y
Department DC
Name Alke_ na Aldridge I�...»..........................__......,..�..�..............................m............... ��.........
B,PW Date Au�ust,YX27 2019...., Phone Extension 5896
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uo Submittal to Board
Legal ® Attorney Name Sandra Kennedy
Controller ® Controller review is required for all Contracts $5,000.00 or more anc
greater than one year in length per the City Purchasing Policy
Purchasing ❑
Check the
�] Agreement
® Professional Services
❑1 Bid Opening
El Quote Opening
E' Change Order No.
❑ Ease/Encroach.
F1 Other:
L Contract
El Resolution
Bid Award
El Quote Award
_1 C/O & PCA No.
El Traffic Control
�d for All Submissions
I❑ Proposal
❑ Req. to Advertise
❑ PCA
nation
Company or Vendor Name Incremental Development Alliance
Addendum
❑ Title Sheet
New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing
MBE/WBE Contractor ❑ MBE ❑ WBE
Projectate Ca acit Building & Technical Assistance
Name Small Real Este y
Project Number 19J002
�... ���-.. .....,.,
Funding Source Redevelopment General (Pokagon)
...... _..�.............
Account No. 433.1050-460.39-30
___________ ..... ............. _ ...,.,e...................................... _.__.....a.ee.
Amount $ 20,000 (up to)
_____.mm..,...... ............
....... mm,...m __�....
Terms of Contract Sept. 1, 2019- Dec. 31, 2019
Purpose/Description Westside Incremental Development implementation i-e- c hnical assistance
related to the Engagement & Empowerment team's goals.
® Required Contractor's Certification Form Attached (Non -
Collusion, Non Discrimination, Non Debarment., E Verifwy„ Iran, etc.
or Chan
Amount of El
Increase $
Decrease $
Previous Amount $