HomeMy WebLinkAboutPSA– Small Scale Development Capacity Building - Incremental Development Alliance�HELM ENT FOR a ' a'RVICE5
This Agreement for Professional Services (this "Agreement") is made effective as of
February 25, 2020 (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. Serviees. 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. :aryl e� .. gt , 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 Sixty -Thousand Dollars ($60,000.00) (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. Tenn. Terininatioti, 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 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 City may suspend all payments to the Providerand
may pursue any and all remedies available at law or in equity.
5. Point of Contact. `Fhe City employee identified in Section 10 below will serve as the
City's principal point of contact for purposes of this Agreement.
6. lclalonsliiji. 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. lndeninilication o ,,. 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 Product: f wnershi 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. Assignment. 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. gtice . 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.
2
Provider:
hicreniental DeveloL)ment Alliance
P.O. Box 8847
MinticaL)gH5, MN 55408
Attn: Jim Kumon
City:
City of South Bend
227 W. Jefferson BouleyjLi S_qite 1400 S. Soud—
Bemmd, ,IN 46601.
ttn: Alkeyna
11. Equal pr )m tmoit ' Noma-Di&mj inina:imi; Coro aliamtce._TheProvider 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. 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
City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B.
13. Dru&-F[gQ Wgrkglacc, 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.. 10 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. Severability jn 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.
W Entire A greernemit° Amnendment° Mali�a iie 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.
M
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
40-
resid - t.
Member
_ ............ ....... _
t er
Member
ATTEST:
IV
Linda M. Martin, Clerk
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
February 18, 2020
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
I. Service One: Offsite Technical Assistance to Reel Estate Training Courses for;Smamll.Deve opus
The City has identified individuals and development organizations who could use assistance in the
conceptualization, organization, refinement or execution of a small (1-3 story building) or incremental (larger site
or existing building being phased) real estate project. Many of these individuals need introductory and advanced
training in order to be prepared to start a project.
The Alliance has a planned 3 Hour Small Real Estate Seminar in South Bend in February 2020. The Alliance also
has other advanced classes in driving distance throughout 2020. This item of the scope establishes funding for
full or partial offsite technical assistance to these events as the City sees fit.
The Seminar Early Bird rate is $49 and will be the rate at which the city can send a participant on offsite technical
assistance. The advanced, two-day, Small Developer Boot Camp retails at $400, but Seminar graduates supported
by offsite technical assistance from the city can attend for $250. Up to 7 attendees are eligible to attend. The
Alliance will provide promotional materials for both events for distribution.
Offsite Technical Assistance Fund Total: $2000
H. Service Two: Proiect Level Menton np—of E_xisting or Potential Small Develovers
The Alliance has a staff and faculty with a range of experience that can be deployed to assist projects and their
implementers to move forward from whatever starting point they are currently at. For the purposes of this
contract, the scope of the number of projects/project teams involved in ongoing (multiple engagements over
time) shall be limited to 5 in the cohort at a time.
For each meeting with a project/team, the Alliance will orovide written r corn nie dations and next steps
the City. The City will maintain contact with the project/team in order to facilitate the completion follow up
activities. The Alliance and the City will communicate on a monthly basis on the progression of each
project/team and determine what off site communication is appropriate to help the project move forward
between in person visits.
The City can deploy the Alliance for any number of one-off meetings to discuss options or ideas for a project
with an individual outside of the 5 cohort members. These maybe used to evaluate the potential of a
7
project/small developer to join the cohort for regular check ins or just to help someone with specific one time
issues.
Technical assistance will be deployed via in person visits and phone/video calls.
The intended date windows for on -site visits are as follows:
February 24-25, 2020 - 2 Faculty
April 6-8, 2020 - 1 Faculty
May 11-15, 2020 - 2 Faculty
Sept 22-24, 2020 - 2 Faculty
Nov 16-17, 2020 - 2 Faculty
February 2021 - 2 Faculty
April 2021
Fee: Labor/Expenses: $48,000
The Alliance will have on -sites on a scheduled basis set at the project commencement and then again at the
halfway point of the scope time frame- February/July 2020. All contract activities conclude by June 30, 2021.
In Person visits will be compensated at the following set values (Per Person):
Labor: $1500 per day engaged (includes time for travel) — Minimum 2 days per trip
Expenses per trip (Airfare, hotel, meals): $750, maximum 3 days.
Off -site calls, meetings and will be compensated at the following set values:
Labor:
Executive Leadership/Senior Faculty: $150 per hour
Project Coordinator: $120 per hour
III. Serr ce Three: Small Develo er readiness Toolkit I Intro to Small Development Seminar
The City of South Bend in its Community and Economic Development efforts has requested assistance in
devising and/or deploying the following technical assistance materials related to small development activities at
the neighborhood scale.
• Use of Alliance's Three -Hour Seminar course
o Slide Deck Use Agreement
Agreement allows the yearly renewal of use of a deck that the Alliance maintains and
updates. Slide deck can be distributed only to the attendees of the seminar classes but is
not allowed to be publicly distributed on any website by the City or third parry. City will
report the names and emails of attendees of the seminar on a quarterly basis in order for
attendees to receive benefits offered to Alliance alumni. The Alliance will provide access
to printed materials that accompany the slides (which will largely be customized in this
scope of work via the activities below).
o Train the Trainer Instruction (2 Hours) —Occurs in 2020 after February Seminar
• Small Developer Readiness Toolkit
o Skill Set Assessment of potential small developer
o Real Estate Project Onboarding Questionnaire (property information, proposed uses, etc).
o Written and Electronic Proforma Templates
o Building Layout Materials (STEP Buildings on SB Lots)
• Project Status Tracking Templates (Communication Tool with Alliance and for reporting to DCd staff)
The City of South Bend will use the materials in this service and related past services to create a Small Developer
Toolkit. The Alliance will review and comment on the final content and packaging of the toolkit as needed.
Fee: Labor/Expenses: $10,000
0
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:
m ... 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-Debannent 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 Iran Form 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 � _ day of ., ___,, 2020
Conlr, -tor/Bidder (F inn)
S� na1g, e of ',ontr actor/Bidder or Its Agent
Printed Name and Title
Subscribed and sworn to before me this da of 02Q
yea
My . Commission Expires
Ires
Not, ry Public
County of Residence
Non -Collusion Non -Debarment Affidavit Non Iran Form 2016 " 4
MALIKA DALET'H PHELPS
NOTARY PUBLIC
MINNESOTA
i Crr� .r I I Commission Expires Jan. 31, 2021
:S
OPINION OF PROGRAM ADMINISTRATOR* THAT MWBE GOAL SETTING UNDER
SOUTH BEND MUNICIPAL CODE CHAPTER 14.5 IS NOT REQUIRED
29e1: February 20, 2020
Date of Board o lic
b LQ!h9i AP , Kin&, L34Y,159-c�-LI&Mqgtipg: BPW Feb. 25, 2020
-P—ro
C0-11V,any or KgigLor: Incremental Development Alliance
Oty,l)-cpim gnt: DC1
C4YJ.A0j9,q(Mgp4gqr Alkeyna Aldridge
T not to exceed $60,000.
L",rSi)—ect —Natn-c: Inclusive Economy Community Development Technical Assistance
R Ami 1 Lc L Lum h Q r :
Rca5g_o for Opillioq of No Goal, Sicttin,: The project requires the contractor to provide training through a
three day serainar followed by other courses, technical assistance by plionc, video calls, and personal
visits, and mentoring services for small real estate developers. This contractor, based in Minneapolis,
Minnesota is the only service provider nationwide with experience and expertise working with smaller
cities the size of South Bend. As such, this is virtually a "sole source" contract,
Conclusion: No goals due to lack of MWBE's.
Additional Comments:
I hereby certify that the above project does not require goal setting under the terms of South
Bend's Inclusive Procurement and Contracting Ordinance # 10693-19, as codified in Chapter 14.5
Article 2, Section 14.5-3 of the South Bend Municipal Code.
Signature
Michael Patton
Program Administrator
*Program Administrator means the person designated by and reporting directly to the Mayor to support the City's
inclusion, diversity, equity, and access goals.
Opinion of Program Administrator Form
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 2/20/2020
Department
Name v lke na Aldridge DC'"I
_.......... .....� February2521�I20 Februa it �.��_m.. ..... .e.._.,_....
BPW Date Review Phone Extension 5896
�u �nMi�i�����mmmmwmu��.vnmvmav�rw�s�.,,rarv��a�A,mw u�.m�rnu;�rr,��_,._..r�rimou!��uwwwwwwwww�.mmm��r�r�rnw,ari , uaa�e�waua�ioumim�muu!wiuiw�.w�uummuiuiuiwuwiuimw.wivwwmvr �-.....-,�,o.�,wn�ri��,r,w,��w���rnrrror�
Review. and App!� � R ' tG d' Pnor to Submittal to Board
_._ Diversity Compliance Officer Name Michael Patton/Aladean DeRose
and Inclusion Officer
.
BPW AttorneyAttorney Name ..Tara McDaniel
� Y � ....atrial
Dept. Attorney
Purchasing
Check
EJ Professional Services .......
Agreement
E] Open Market Contract
n Bid Opening
Quote Opening
Proposal Opening
E Chg. Order, No.
F-1 Other:
Attorney Name
Amanda Pietsch
Contract
Sandra Kenned
9 for Required or All Subm
Proposal
❑ Amendment/Addendum
❑ Bid Award
❑ Quote Award
❑ C/O & PCA No.
❑ Traffic Control
❑ Special Purchase, QPA
Req. to Advertise ❑ Title Sheet
Reject Bids/Quotes
❑ PCA
❑ Resolution
[] Ease./Encroach
Company or Vendor Name Incremental Developnier t Alliance
Yes ] If Yes, Approved by Purchasing�
New Vendor ❑ Y� ing
® No
MBE/WBE Contractor ❑❑ MBE Completed E-Verify Form Attached ❑® Nos
Amount of
Previous Amount
] Increase
Decrease
Current Percent of Change:
New Amount
Total Percent of Change:
Time Extension Amount:
New Completion Date:
R.
E.1
Increase
.................. %
Decrease
( %
Increase
/o
Decrease
( %