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HomeMy WebLinkAboutPSA - Development and Execution Emergency Small Business Loan Program - Accion Serving Illinois and Indiana1316 COUNTY -CITY BUILDING 227 W.JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS April 14, 2020 Accion Serving Illinois and Indiana Brad McConnell bmcconnell@accionchicago.org RE: Professional Services Agreement Dear Mr. McConnell: PHONE 574/235-9251 FAx 574/ 235-9171 The Board of Public Works, at its meeting held on April 14, 2020, approved the above referenced agreement for development and execution of Emergency Small Business Loan Program in the amount of $390,000. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to Ihensley@southbendin.gov. Please retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, s/Linda M. Martin, Clerk Enclosure GARY A. GILOT ELIZABETH A. MARADIK THERESE J. DORAU JORDAN V. GATHERS JOSEPH R. MOLNAR 0. GRANT AGREEMENT This Grant Agreement (this "Agreement") is made as of the 14th day of April 2020 by and between the City of South Bend, Indiana, an Indiana municipal corporation, acting by and through its Board of Public Works (the "City") and Accion/Chicago, Inc. DBA Accion Serving Illinois and Indiana DBA Accion, an Illinios nonprofit corporation (the "CDFI"). WHEREAS, on March 6, 2020, Governor Holcomb declared a public health emergency due to the spread of COVID-19 within the State of Indiana; on March 11, 2020, the World Health Organization declared COVID-19 a global pandemic; and on March 13, 2020, President Trump declared a national emergency due to COVID-19; and WHEREAS, locally, on March 11, 2020, the first confirmed case of COVID-19 was announced in St. Joseph County, Indiana, and on March 19, 2020 Mayor Mueller issued Executive Order 01-2020 declaring a local disaster emergency and instituting a travel advisory; and WHEREAS, on March 23, 2020 the City's Common Council passed Resolution 4846-20, extending Mayor Mueller's emergency declaration; and WHEREAS, on March 23, 2020, Governor Holcomb issued Executive Order 20-08, which requires Hoosiers to remain at home except for performing certain essential functions and which was extended through April 20, 2020 by Executive Order 20-18 (the "Stay at Home Orders"); and WHEREAS, the Stay at Home Orders have had a negative effect on local small businesses; and WHEREAS, the City's administration has determined that assisting small businesses in the City will be essential to their continuing survival during and after the COVID-19 crisis; and WHEREAS, the CDFI is a Community Development Financial Institution that serves Indiana and is willing to provide loans to small businesses located within the City; and WHEREAS, the City desires to provide a grant of funds to the CDFI, and the CDFI desires to accept the grant, in order to facilitate such loans as more specifically set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions set forth herein, the parties hereto agree as follows: 1. GRANT. The City pledged and agreed that the CDFI will receive cash in an amount not to exceed Three Hundred Ninety Thousand Dollars ($390,000) (hereinafter sometimes referred to as the "Grant" and the "Grant Funds"). Grant Funds shall be provided to the CDFI upon the CDFPs execution of this Agreement and under the terms and conditions contained herein. 2. PURPOSE. The Grant shall be used by the CDFI in relation the Project, which aims to provide loans to small businesses within the City affected by the COVID-19 pandemic and the resulting Stay at Home Orders, as further described in Schedule A attached hereto. a. Restrictions on Distribution of Grant Funds. The CDFI acknowledges that it is familiar with the U.S. Executive Orders and laws that prohibit the provision of resources and support to organizations and individuals and/or organizations associated with terrorism and terrorist related lists promulgated by the U.S. Government, the United Nations, and the European Union. The CDFI will take all precautions necessary to ensure that none of the Grant Funds will be used (i) in support of or to promote violence, terrorist activity or related training, whether directly through its own activities and programs, or indirectly through its support of, or cooperation with, other persons and organizations known to support terrorism or that are involved in money laundering activities or (ii) for purposes of or in connection with bribery or in contravention of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or other applicable anti -bribery law. In addition, the CDFI confirms that no Grant Funds will be paid to, or on behalf of, U.S. Government officials, except as permitted under Treasury Regulation 53.4941(d)-3(e). b. Modification of Project. The City may request that the CDFI modify the Project during the term of the Grant, provided any such modifications are reasonable. C. Promotion of the Project. The CDFI shall work with the City and its consultant, CDFI Friendly South Bend, Inc., to maximize promotional opportunities for the Project. 2. REPORTING. The CDFI shall provide quarterly reports (the "Reports") in the manner and containing the information set forth on Schedule B. 3. RECORDS. The CDFI shall make its books and records related to the Project and the Grant available for inspection at reasonable times by the City or its assignee. The CDFI shall maintain records related to the Project for at least four years after completion of the use of the Grant Funds. 4. CDFI REPRESENTATIONS AND COVENANTS. a. Project Conduct. The CDFI represents that conduct by the CDFI of the activities described in Schedule A hereto in the manner described therein shall not cause the CDFI to be in violation of any federal, state, local or municipal law, rule, regulation or ordinance. b. Authority. The person signing this Agreement on behalf of the CDFI represents and certifies that she or he has full, express power and authority to do so. C. CDFI Compliance. With regard to activities related to the Project, the CDFI represents, warrants and covenants to the City that (i) it has and shall maintain the proper licenses and rights to perform the activities described herein; (ii) it is in compliance with all applicable local, city, state, federal and international laws, rules and regulations, and it shall remain in compliance during the Project; and (c) the personnel shall have the necessary experience, qualifications, knowledge, competency and skill set necessary to perform the activities under this Agreement. d. E-Verify. The CDFI affirms under the penalties of perjury that it does not knowingly employ or contract with an unauthorized alien. The CDFI shall enroll in and verify the work eligibility status of all its newly hired employees, if any, through the E-Verify program as defined in IC 22-5-1.7-3. The CDFI shall not knowingly employ or contract with an unauthorized alien and shall not retain an employee or contract with a person that the CDFI subsequently learns is an unauthorized alien. The City may terminate for default if the CDFI fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. e. Non -Discrimination. The City is committed to ensuring equality of opportunity and does not exclude, deny the benefit of, or otherwise subject any person to discrimination in any City program, service or activity on the basis of race, color, national origin, sex, age or disability. The CDFI agrees to comply with and to act consistently with this policy in the performance of the Consultant's duties in relation to the Project. f. Drug -Free Workplace. The CDFI hereby agrees to make a good faith effort to provide and maintain a drug -free workplace. The CDFI will give written notice to the City within ten (10) days after receiving actual notice that an employee of the CDFI has been convicted of a criminal drug violation occurring in the workplace. g. Non -Collusion and Acceptance. The CDFI certifies that it has not, directly or indirectly, to the best of its knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that it has not received or paid, any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face of this Agreement. 6. CONFIDENTIALITY. Each parry recognizes that it will have access to information of a proprietary or confidential nature owned by the other parry or a third parry. The parties acknowledge that the information they share with each other is proprietary, private and confidential. As such, each parry agrees to keep such information in strictest confidence and protect it from disclosure; provided that the parties may disclose such information as required by law. Each parry hereby waives any and all right, title and interest in and to such proprietary information of the other and agrees to return all physical copies, and destroy all electronic copies, of such proprietary information, except as otherwise agreed, at their expense, upon the expiration or termination of this Agreement. 7. INDEMNIFICATION OF CITY. The CDFI 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 CDFI of the Project 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 CDFI under this section shall survive the termination of this Agreement. 8. ASSIGNMENT. The CDFI 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. 9. NOTICE. All legal notices and other legal communications given or made pursuant hereto shall be in writing and shall be delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested), or overnight courier and addressed to the party's proper address as set forth below. Any such notice shall be deemed to be given as of the date it is delivered to the recipient. All notices shall be addressed as follows: If to the City to: Brian Donoghue, Director of Innovation City of South Bend, Indiana County -City Building 1200N 227 W Jefferson Blvd South Bend, IN 46601 With a copy to: Corporation Counsel City of South Bend, Indiana County -City Building 1200S 227 W Jefferson Blvd South Bend, IN 46601 If to the CDFI to: Brad McConnell, CEO Accion/Chicago, Inc. 135 N. Kedzie Chicago, IL 60612 With a copy to: 10. 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. 11. SEVERABIL,ITY. 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. 12. ENTIRE AGREEMENT AND AMENDMENT. 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 understanding of any and every nature between them. This Agreement may be amended only by separate writing, signed by authorized representatives of both the CDFI and the City. 13. COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be deemed originals. 14. GOVERNING LAW AND JURISDICTION. This Agreement shall be construed and interpreted according to the laws of the State of Indiana without regard to conflicts of laws statutes. Any dispute arising under the terms of this Agreement shall be filed in any court of competent jurisdiction in St. Joseph County, Indiana. (Remainder ofpage intentionally left blank) IN WITNESS WHEREOF, the parties hereto, through their duly authorized representatives, have caused this Agreement to be executed as of the day and year first written above. The parties have read and understand the foregoing terms of this Agreement and do, by their respective signatures hereby agree to its terms. ACCION/CHICAGO, INC. Brad McConnell, CEO Date: BOARD OF PUBLIC WORKS � � Gary A. Gilot, President q Elizabeth A Llaradik, Member Therese J. Dorao. Member Jordan V. Gathers, Member Joseph R. Molnar, Member A'1TEST: r'rra/a Gf(�'nnr Linda M. Martin, Clek- SCHEDULE A Scope of Work The City of South Bend (the "City") desires to provide Accion/Chicago, Inc. DBA Accion Serving Illinois and Indiana DBA Accion (the "CDFI") with a grant of $390,000 for the purposes of (i) establishing an emergency revolving loan fund to provide loans to South Bend small businesses (as defined below) and (ii) establishing a loan loss reserve that will provide a credit enhancement to the CDFI (the "Grant"). This Grant is intended to be used to directly or indirectly establish an emergency revolving loan fund for small businesses at the CDFI. The City has a number of requirements as conditions for the providing of this Grant, as described herein: The CDFI will use the funds provided in this Grant exclusively to facilitate the provision of loans or grants to South Bend small businesses, defined as businesses located in the City of South Bend with 50 employees or fewer. Prior to the funding of the Grant, the CDFI will provide the City with a plan and a budget (using the template provided in Exhibit A) that describes how the Grant will be utilized to maximize the impact on small businesses. Acceptable uses of Grant funds include: a. directly establishing an emergency grant fund to provide grants to small businesses throughout the term of this agreement. b. directly establishing an emergency revolving loan fund to provide loans to small businesses throughout the term of this agreement. c. the establishment of a loan loss reserve to provide a credit enhancement to the CDFI. With this credit enhancement, the CDFI must establish an emergency revolving loan fund for small businesses with other CDFI The Grant may not be used for overhead or other expenses without written approval by the City. 2. The CDFI must establish criteria for prioritizing loan applications to the emergency revolving loan fund. These criteria should include the following: a. Whenever possible, funds should be targeted towards businesses unable to take advantage of Federal Programs, or unable to receive sufficient funds to continue now or reopen later. b. Businesses who use the loans to maintain payroll and for working capital must be prioritized c. Priority should be given to businesses located in low or moderate income areas, d. The CDFI should achieve, to the maximum extent practicable, a diverse portfolio of loans among businesses owned by women and people of color, as well as across a variety of industries. e. Priority should be given to businesses that demonstrate a high loss due to the COVID-19 pandemic and related mitigation policies, a plan for recovery, and a commitment to retaining their employees as long as possible. Notwithstanding, apart from establishing the broad criteria above, the City will take no part in the selection of individual loan recipients. The CDFI will be solely responsible for selecting loan and grant recipients. 3. CDFI will endeavor to provide loans in the amount of 1.5 times the grant received from the City. Bankable will receive $390,000 from the City of South Bend and endeavor to make at least $585,000 of loans to South Bend businesses. 4. After 180 days, any underplayed funds that are not designated for loans or loan loss reserves will be returned to the City. S. CDFI will determine the amounts, terms and conditions and processes to originate these loans, with the understanding that speed is of the essence in this situation. We understand that the terms and conditions will be similar to the ones presented in your proposal shared in mid -March 2020. 6. CDFI will endeavor to accept applications from South Bend business owners within three working days of receipt of the Grant, to approve applications within two working days of receipt of a complete application, and to disburse funds to borrowers within two working days of approval. 7. CDFI and the City will work together and on their own to market this program to South Bend businesses. 8. CDFI will provide good customer service and offer flexible terms and schedules, to the maximum extent practicable, to all loan applicants and borrowers. 9. CDFI will provide the following reports quarterly, 30 days after the end of the quarter via email to the program admistrator: a. A list of all new loan applications to the emergency revolving loan fund, including the following information: i. Owner name ii. Business name iii. Type of business iv. Race/Ethnicity/Gender of Business Owner v. Loan Amount requested vi. Loan status (Approved/Denied/Pending) vii. If Loan approved, disbursement date viii. If Loan denied, reason for denial b. A list of all outstanding loans in the emergency revolving loan fund, including the following information: i. Outstanding balance, beginning of quarter ii. Loan principal payments during quarter iii. Loan interest payments during quarter iv. Outstanding balance, end of quarter 10. No officer, director or employee of CDFI is eligible to receive a loan from this program. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 04/07/2020 Name Brian Donoghue Department Innovation & Technology BPW Date 04/14/2020 Phone Extension 7652 Review and Approval Required Prior to Submittal to Board Diversity Compliance ® Officer Name Patton and Inclusion Officer BPW Attorney ® Attorney Name McDaniels Dept. Attorney Purchasing ® Attorney Name Kennedy Check the Abbrobriate Item TvDe — All Submissions N Professional Services Agreement U Contract U Proposal ❑ Open Market Contract ❑ Amendment/Addendum ❑ Special Purchase, QPA ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Reject Bids/Quotes ❑ Proposal Opening ❑ C/O & PCA No. ❑ PCA ❑ Chg. Order, No. ❑ Traffic Control ❑ Resolution n Other: n Ease./Encroach Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Information Accion Serving Illinois and Indiana Contact: Brad McConnell bmcconnell@accionchicago.org ❑ Yes ❑ If Yes, Approved by Purchasing ® No ❑ WBE Completed E-Verify Form Attached ❑ Yes No Emergency Small Business Assistance EDIT & Redevelopment General (Pokagon) 408-1050-460.39-30& 433.1050-460.39-30 $ 390,000 4/14/2020 — 4/14/2022 Agreement for the development and execution emergency small business loan program For Change Orders Only Amount of ❑ Increase $ ❑ Decrease ($ ) Previous Amount $ Increase Current Percent of Change: Decrease New Amount $ Increase Total Percent of Change: Decrease Time Extension Amount: New Completion Date: