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HomeMy WebLinkAboutANTIOCH MINISTRIES INC , . CCOfP>Y PROFESSIONAL SERVICES AGREEMENT BElWEEN AUGUSTA, GEORGIA AND ANTIOCH MINISTRIES, INC. FOR PROFESSIONAL SERVICES This Agreement is made and entered into this 21st day of April, 2009, by and between Augusta, Georgia, by and through the Augusta-Richmond County Commission, (hereinafter referred to as "Grantee"), and Antioch Ministries, Inc., (hereinafter referred to as the "Consultant"). WITNESSETH WHEREAS, the Grantee desires to develop/redevelop certain blighted and unsightly areas in and around the City of Augusta; and WHEREAS, the Grantee desires to engage the Consultant for the purpose of developing a comprehensive Real Estate and Demographic Market Study in the City Center/South Augusta area; and WHEREAS, the Grantee will utilize Community Development Block Grant funds for this initiative; and WHEREAS, the Grantee requires Consultant to comply with the Community Development Block Grant Program regulations at 24 CFR Part 570; and WHEREAS, the Grantee issued a Request for Qualifications for the creation of a master land use plan (including the identification of catalyst projects) and other economic development initiatives, activities and analysis of a similar nature in the City Center/South Augusta area; and WHEREAS, the Grantee selected for Phase I F. A. Johnson Consulting Group, Inc., (FAJC)) to be the provider of Management Development services based on the expertise of its Principals, F. A. Johnson and Fred A. Johnson, II, in management/development experience and based on other considerations satisfactory to the Grantee; and WHEREAS, the Grantee has approved the entire work program submitted by FAJC for the City Center/South Augusta initiative; and WHEREAS, the Grantee desires to commence the undertaking of a Phase II of the entire work program and implement that part of the program as set forth herein; and NOW, THEREFORE, for and in consideration of the within promises, agreements, covenants and undertakings, Consultant agree as follows: 1. EMPLOYMENT OF CONSULTANT. Grantee agrees to engage the Consultant, and the Consultant agrees to provide consultant services. Consultant shall serve as Grantee's professional representative and to provide professional development consultation and advice for the implementation and development of the Grantee's program. Consultant agrees to perform such services, consistent with the within Agreement and the expressed directions of the Grantee. Page 1 of 12 , South Augusta Market Analysis 2. SCOPE OF SERVICES. The Consultant will provide the services ("Services" set forth in Appendix A, attached hereto and incorporated herein by reference. 3. LIAISON. The Grantee's designated liaison with the Consultant is Chester A. Wheeler, III, Director of the Augusta Community Development Department. The Consultant's designated liaison with the Grantee is Scylance B. Scott, Executive Director. 4. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Contract takes effect on April 21, 2009, and expire December 31, 2009, with the Grantee's right to renew contract terms, conditions and compensation. Grantee may discontinue contract at any time during the contract period with 30 days notice to Consultant. 5. COMPENSATION. For the satisfactory completion of the services to be provided under this Contract, the Grantee will pay the Consultant a sum not to exceed Fifty Thousand Dollars and no cents ($50,000.00), which the Grantee agrees to pay as set forth in "Appendix B - Compensation/Budget", attached hereto and incorporated herein by reference. Compensation for services will be provided in installments, based on actual work performed based upon the completion of key components of the project deliverables. The Consultant shall submit monthly requests for payment, based on actual work performed, which must be accompanied by an itemized invoice describing the services furnished, the number of hours worked to accomplish each item, the amount being billed for each item, a description of any other eligible expenses incurred during the billing period, and the total amount being billed. 6. INDEPENDENT CONTRACTOR. It is understood by the parties hereto that the Consultant is an independent contractor and as such, neither it nor its employees, if any, are employees of the Grantee for purposes of tax, retirement system, or social security (FICA) withholding. It is further understood that the Consultant will maintain at its expense for the duration of this Contract, coverage in a workers' compensation plan for its principles and employees for the services to be performed hereunder. 7. ELIGIBILITY. The Consultant certifies that the Consultant's firm and the firm's principals are not debarred, suspended, voluntarily excluded, or otherwise ineligible for participation in federally assisted contracts under Executive Order 12549; "Debarment and Suspension" [24 CFR 24.505]. . 8. CONFLICT OF INTEREST. The Consultant covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the project that would conflict in any manner or degree with the performance of its services hereunder. The Consultant further covenants that, in performing this Contract, it will employ no person who has any such interest. 9. ENTIRE AGREEMENT: MODIFICATION. This Contract contains the entire agreement between the parties, and no statements, promises or inducements made by either party, or agents of either party, that are not contained in the written Contract, are valid or binding. No changes, amendments or alterations shall be effective unless in writing and signed by both parties. The Consultant specifically South Augusta Market Analysis acknowledges that in entering into and executing this agreement, Consultant relies solely upon the provisions contained in this agreement and not others. 10. NON-ASSIGNMENT OF AGREEMENT. Inasmuch as this agreement is intended to secure the specialized services of the Consultant, Consultant may not assign its rights, including the right to compensation, transfer, delegate or subcontract any interest herein without the prior written consent of Grantee. Any subcontractor or assignee will be bound by all the terms and conditions of this contract. 11. ASSIGNMENT OF PERSONNEL. The Consultant shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided and acceptable to Grantee, as is evidence in writing. 12. INDEMNIFICATION. The Consultant waives any and all claims and recourse against the Grantee, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incidental to the Consultant's performance of this contract. Further, the Consultant will indemnify, hold harmless, and defend the Grantee against any and all claims, demands, damages, costs, expenses, liability arising out of the Consultant's performance of this Contract except for liability arising out of the concurrent or sole negligence of the Grantee or its officers, agents or employees. Consultant shall also indemnify Grantee for any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board against the Grantee with respect to Consultant's 'independent contractor' status that would establish a liability for failure to make any social security or income tax withholding payments. 13. INSURANCE. Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by Consultant, its agents, representatives, employees, or sub-consultants. 14. BREACH OF CONTRACT. In the event of breach of Contract by the Consultant, the Grantee may at its option, engage the services of another Consultant to complete the work and deduct the cost of the completion from the amount due to the Consultant. In the event either the Grantee or the Consultant do not fulfill performance under this agreement, then the affected party may pursue all legal remedies available for breach of contract. 15. TERMINATION OF CONTRACT. This Contract may be terminated as follows: (a) Termination for cause. (i) If the Grantee determines that the Consultant has failed to comply with the terms and conditions of the Contract, it may terminate this Contract in whole or in part any time before the date of completion. If the . Consultant fails to comply with any of the terms and conditions of this Contract, the Grantee may give notice, in writing, to the Consultant of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period to be specified in the notice, the Page 3 of 10 South Augusta Market Analysis Grantee may, with no further notice, declare this Contract to be terminated. The Consultant will thereafter be entitled to receive payment for those services reasonably performed to the date of termination, less the amount of reasonable damage suffered by the Grantee by reason of the Consultant's failure to comply with this Contract. (ii) Notwithstanding the above, the Consultant is not relieved of liability to the Grantee for damages sustained by the Grantee by virtue of any breach of this Contract by the Consultant, and the Grantee may withhold any payments to the Contractor for purposes of setoff until such time as the exact amount of damages due the Grantee from the Consultant is determined. (iii) Grantee may terminate this contract should funding cease or be materially decreased. 16. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this Contract, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. 17. CIVIL RIGHTS ACT OF 1Q64 r 42 U.S.C. 2000dl. The Consultant will abide by the provisions of the Civil Rights Act of 1964 which states that under Title VI, no person may, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 18. NONDISCRIMINATION AND EOUAL OPPORTUNITY. The Consultant will abide by the Federal requirements set forth in 24 CFR 5.105(a), Nondiscrimination and Equal Opportunity, as these apply to the CDBG program and activities: a) requirements of the Fair Housing Act [42 U.S.C. 3601-20] and Executive Orders 11063 and 12259 (regarding Equal Opportunity in Housing); b) prohibitions against discrimination on the basis of age under the Age Discrimination Act of1975 [42 U.S.C. 6101-07]; c) prohibitions against discrimination against an otherwise qualified individual with a physical or mental disability, as provided in Section 504 of the Rehabilitation Act of 1973 [42 U.S.C. 794]; and d) Executive Order 11246 as amended regarding Equal Employment Opportunities. 19. SECTION 1 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1Q68 r 12 U.S.C.170ml. The Consultant will ensure that, to the greatest extent feasible, opportunities for training and employment arising in connection with this project will be extended to lower income project area residents. Further, Consultant will, to the greatest extent feasible, utilize business concerns located in or substantially owned by residents of Page 4 of 10 South Augusta Market Analysis the project area, III the awarding of contracts and purchasing of services and supplies. 20. MINORITY AND WOMEN'S BUSINESS ENTERPRISES fExecutive Orders 1162!=;, 12412, 12118 and 112461. The Consultant will take affirmative steps to assure that minority and. women-owned businesses are used when possible as sources of supplies, equipment, construction and services. Additionally, the Consultant must document all affirmative steps taken to solicit the participation of minority and women-owned businesses and will forward this documentation (along with the names of the minority subcontractors and suppliers) to the Grantee. 21. NONDISCRIMINATION. The Consultant will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, gender, age, marital status, physical or mental disability, or national origin. 22. LOBBYING PROVISIONS. The Consultant certifies that no Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. 23; OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by the Consultant pursuant to this contract are to be the property of the Grantee, which have nonexclusive and unrestricted authority to release, publish or otherwise use, in whole or in part, information relating thereto. Any reuse without written verification or adaptation by Consultant for the specific purpose intended will be at the Owner's sole risk and without liability or legal exposure to the Consultant. No material produced in whole or in part under this Contract may be subject to copyright or patent in the United States or in any other country without the prior written permission of the Grantee. Consultant shall provide four (4) copies (three bound and one unbound), and an electronic copy of all reports issued during this contract. 24. REPORTS AND INFORMATION. The Consultant will maintain accounts and records, including personnel, property and financial records, which are adequate to identify and account for all costs pertaining to this Contract; and such other records as may be deemed necessary by the Grantee to assure proper accounting for all project funds, both federal and non-federal shares. These records will be made available for audit purposes to the Grantee or its authorized representative, and will be retained by the Consultant for five (s) years after the expiration of this Contract, unless permission to destroy them is granted by the Grantee. The Consultant shall submit Monthly Progress Reports indicating the nature and progress of work and the percentage of work completed. Page 5 of 10 South Augusta Market Analysis 25. ACCESS TO RECORDS. It is expressly understood that the Consultant records relating to this Contract will be available during normal business hours for inspection by the Grantee, the Housing and Community Development Department, the U.S. Department of Housing and Urban Development and the U.S. Comptroller General. IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first written above. ATTEST: AUGUSTA, GEORGIA (Grantee) SEAL By: (j2~-d.Cz-- David s1Copenhaver _ "'\ _~b') As its Mayor '" ~ off' ~ Le J. B6hft~d" {' --""" 'r;.\,~~ p,,~ ,,'. _"".),~. ,.t. \~ Clerk of COTlYlfsl~~r~}~r;,(~;~\ .:~.:. ~ \~\ '~~!j,~it;,,-} ~J 9 A <f-"... >i.;,~':r ...9 .~1 ~\~"':~~~:~.~.,~..'.':'-:J""'''''''' >':~- ".~/);. - ,~:-~.,;'C:'" -.,."".. ~ General Counsel ATTEST: BY: ANTIOCH MINISTRIES, INC. ~ / Rev. Kenneth B. Martin As its President Page 6 of 10 South Augusta Market Analysis APPENDIX A SCOPE OF SERVICES/WORK PROGRAM The Consultant will be responsible for developing a comprehensive Real Estate and Demographic Market Study. The Consultant shall at no time undertake any action in the name of the Grantee, but may only investigate, advise and recommend courses of action to the Grantee. The matters on which Consultant may consult and advise shall include, but not be limited to the Scope of Services/Work Program listed below. The area to be covered is the City Center/South Augusta area. The subject site will include the approximately 100 acre Rocky Creek Site and the approximately 70 acre parcel immediately adjacent to the Rocky Creek site. SPECIFIC TASKS: Task 1. Socio-Economic Market Study This analysis shall examine the general market conditions and demographics trends impacting demand in the primary market area. It shall begin with a socio-economic analysis that focuses on the demographic characteristics of the market including population, age groupings, income, spending trends, education levels, and housing trends, as well as future projections for those factors. In particular, this analysis shall provide general conclusions regarding how these factors may influence the future growth and development of the identified market area. This analysis shall include a description of historical development and growth trends, a brief analysis of recent and proposed construction within various real estate market segments, and an analysis of the proposed use of the site based on those trends. Task 2. Real Estate Supply and Demand Analysis This analysis shall involve a micro economic analysis that examines the demand and marketability of the uses proposed for the subject site, such as residential units, office and retail space. The subject sites should include the approximate 100 acre Rocky Creek Site and the approximately 70 acre parcel immediately adjacent to the Rocky Creek site. This phase shall address the following issues for the targeted market segments: . An identification of the primary market area for the subjects proposed development; . An identification of demand generators within the primary market area; . An analysis of market segmentation by property type; . Identification of typical amenities and services that will be required for each market segment; . Projections for future growth patterns and trends for each of the proposed uses; Page 7 of 10 South Augusta Market Analysis . Identification and demographic profile of the end users of the proposed product (owners/users); . Analysis of supply and demand, absorption and capture rate for the proposed development; and . Provide targeted recommendations designed to: (1) increase the marketability of the proposed development, (2) optimize product mix and tenant mix; and (3) increase net profit. Task 3. Community Participation The Consultant shall give priority to giving full and meaningful involvement of the citizens of the Redevelopment Area(s). Focus shall be on identifying and resolving existing resident issues and providing residents with access to the process. There shall be no public perception that the project is being developed in "secret." Two (2) public meetings shall be held: first meeting to inform the public of the project and a final meeting in which the findings of the project are presented to the public. The Consultant in concert with the Public Private Partnership shall work with. existing community leadership, faith based institutions, and other non-profits to . organize the participation process. A participatory style shall be used to create an alliance with citizens. Task 4. Coordination with Meybohm on issues related to Acquisition and Negotiation with Property Owners Negotiation with Owners, primarily the Rocky Creek Site, as well as the approximately 70 acre tract. Consultant will contract with and work with Meybohm to commence the undertaking of issues related to land acquisition negotiations for parcels located along the Rocky Creek Project in Augusta, Georgia. This includes the approximately 70 acre parcel adjacent to the site. Consultant shall provide periodic progress reports or updates on the status of the owner's willingness to sell, execute option agreements, ongoing negotiations, and its suggestions/recommendations regarding future strategy and prospects for successful negotiations. This may include the option of owner participation in the development. All option agreements will be executed in the name of the Public Private Partnership. In the event the full term of an option agreement is less than twelve months, each option agreement will contain a provision or mechanism to extend the initial term of the agreement. Task 5: Consultant shall investigate development opportunities and provide entrepreneurial technical assistance in preliminary assessment, site selection and Page 8 of 10 South Augusta Market Analysis demonstrating economic analysis, development of innovative public/private financing, and assisting in recommending a development approach/financial arrangements for two (2) recommended sites. Task 6: Prepare a prelllmdnary developr.nent progran1 for approval by the Grantee which will cover the following areas: 1. Recommendation of potential parcels for development; 2. Consideration of optional development opportunities; 3. Identify marketing issues; 4. Recommendations on land acquisition strategy. APPENDIX B COMPENSATION/BUDGET Consultant requests for payment shall be submitted monthly and must be accompanied by a written narrative report which adequately describes and documents the work performed. Total payments for the services rendered under this Contract will not exceed $50,000.00. Compensation for services will be provided in five (s) monthly installments of $10,000 each, based on the percentage of actual work performed for the six (6) tasks indicated below. Deliverables: Task 6: Pre Task # Task 1: Task 2: Task 3: Task 4: Task 5: Arrangements of 2 sites for . . . . PaymnentSchedule: Amount $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $50,000.00 Page 9 of 10 . .' South Augusta Market Analysis APPENDIX C MONTHLY PROGRESS REPORT (Due on the fifth of month for Prior Month Activities) FOR MONTH OF: CONSULTANT: ANTIOCH MINISTRIES, INC. Address: " Contact Person: Phone #: Project Name: City Center/South Augusta Market Analysis ACTIVITY(ies) STATUS FOR MONTH - Describe Progress Achieved in Accomplishing Project Goals and Objectives during this reporting period. , .. ~-' . Consultant Signature Date Page 10 of 10 .....--:;