Professional Consulting Services Agreement

This Agreement for Consulting Services as a pre-development facilitator is entered into as of Jime 13, 2011, by and between the Aurora Housing Authority (hereinafter the Authority), having its principal place of business at 1630 West Plum Street, Aurora, IL 60506 and Patrice E. McGinn (hereinafter called "the Consultant"), having its principal place of business at 11928 Waples Mill Road, Oakton, Virginia 22124.

PREAMBLE

A. The Authority wishes to obtain Professional Consulting Services set forth on EXHIBIT A and EXHIBIT B; ("services").

B. The Authority selected the Consultant as a continuation of prior services provided in connection with redevelopment activities by the Consultant consistent with the Authority's 2009 Strategic Plan, using an Indefinite Quantity Agreement to provide services as requested by the Authority. Further, the time table developed by the AHA in April2011, provided to and approved by the Mayor's office as well as the AHA Board, included scheduled expert community stakeholder meetings in July, followed by overall community stakeholder meetings anticipated for August and September, 2011. The Mayor's office objected to the AHA's use of its counsel to facilitate the meetings, and AHA's effotis to obtain a suitable and qualified representative were exhausted and concluded by identification of Consultant, who was familiar with the ongoing processes as well as not otherwise engaged and involved in her own independent consultant business.

C. The Consultant possesses the qualifications necessary to provide services required by the Authority to further affordable housing initiatives and requirements, to assist in furthering the interests of the AHA in compliance with applicable fair housing laws, and assist in gaining community support, involvement and interaction concerning the Authority's Strategic Plan and mission, which encompass carrying out the Authority's 5 Year and 2011 Annual Year plan.

AGREEMENT

NOW THEREFORE, it is agreed, in consideration of the mutual covenants and conditions contained herein, the parties, with the intent to be legally bound, agree as follows:

Section 1. Engagement of Consultant The Authority hereby engages the Consultant and the Consultant hereby agrees to provide Consulting Services required upon the terms and conditions set forth herein.

Section 2. Term The tenn of this Agreement and the term for assigning tasks to the Consultant shall begin as of June 13,2011 and terminate on- January 1, 2012. The Authority may extend the terms of this agreement for three (3) additional one(!) year periods or as long as necessary by giving notice to Consultant to such effect.

Section 3. Compensation for Services The Consultant and its team members shall be compensated for the services provided under this Agreement as set fotih on the fee schedule (the "Fee Schedule") attached as Exhibit B. Consultant shall invoice the Authority monthly for its Consulting Services and reimbursable expenses in sufficient detail to allow for the proper audit by AUTHORITY or its authorized representative. AUTHORITY will remit payment for invoices properly submitted within 30 days after receipt by AUTHORITY.

Section 4. Task Based Fees. The Consultant shall be compensated for its services based upon mutually agreed task orders. Upon Authority request for the Consultant to provide a service, Consultant shall provide Authority with a proposed draft task order for review and comment that contains:

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ii. m. tv. v.

Date of Task Order- June 13,2011 through January 1, 2012. Task Order #110613.10 Facilitate AHA Forum (EXHIBIT-A) Schedule of Fees (EXHIBIT-S) Duration ofperfonnance per Section 2 of this Agreement. June 13, 2011 tluough January I, 2012. Task Order #110613.11 Pre-Development Consultant- Real Estate Analysis (EXHIBIT-B) Schedule of Fees (EXHIBIT-S) Duration ofperfonnance per Section 2 of this Agreement.

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ii. iii. tv. v.

Upon mutual agreement as to the scope, budget and schedule, the Authority and Consultant will execute this Agreement and said services will be commenced. Consultant will use the rates as contained in Exhibit Bas the basis for estimating the cost of the requested services.

Section 5. Termination

This Agreement may be terminated:

(a) By the mutual agreement of the parties; or (b) If there has been a material default in the performance or observance of any tenn or condition of this Agreement by Authority or Consultant that is not cured within 30 days after written receipt of notice thereof f\"otn the non defaulting party; providing that if such default cannot

reasonably be cured within 30 days and the defaulting party shall have commenced to cure such default within such 30 day period, then the defaulting party shall have such additional time as is reasonably necessary to cure the default, it being agreed that no extension shall be for a period in excess of 60 days. (c) The Authority may suspend or terminate the Agreement in whole, or fi:om time to time in part, for the convenience of the Authority. If the Authority tetminates the Agreement for convenience or the Professional Consulting Services are suspended for convenience for a period of time in excess of 45 days, either in whole or in patt, the Consultant shall be paid for all services performed and expenses incmTed to the date of termination or suspension.

Section 6. Documents; Access

Consultant shall maintain files and records that pertain to its performance under this Agreement and such files and records shall be kept in accordance with generally accepted accounting principles and be preserved for three years beyond tennination of this Agreement, and shall be made available to the Authority or the U.S. Department of Housing and Urban Development upon 15 days advance notice.

Section 7. Contractual Relationship

The Consultant and its team members will be and shall remain independent Consultants under this Agreement without any express or implied Authority or power to act as agent or to otherwise act for or bind Authority. The Authority will have no fiduciary or other relationship with Consultant, except for the contractual relationship expressed by the provisions of this instrument.

Section 8. Sub-Consultants

Consultant agrees that no other sub-contractors will be used in the performance of this Agreement without the prior approval and written consent of the Authority.

Section 9. Consultant's Representations

The Consultant represents:

I. The Consultant will comply with all applicable laws, ordinances and regulations that govern its performance of this Agreement. 2. During the term of this Agreement, the Consultant shall, at its sole expense, maintain professional liability insurance. 3. The parties agree to comply with the conflict of interest provisions set forth in 24 CFR Part 85 and 24 CFR Patt 941. The parties agree to include in all contracts with any party involving the use of public housing funds, a conflict of interest provision consistent with 24 CFR Part 85 and 24 CFR Part 941.

 Section 10. General Provisions

A. Changes to Agreement. Changes to this Agreement will be enforceable only if recorded in writing and executed by the signatories to this Agreement.

B. Confidentiality. All infonnation and data to which the Consultant may have access or which is received under this Agreement shall be treated in confidence and used only for purposes in performing the work and shall not be duplicated, used or disclosed to any third pmiy without the prior written permission of the Authority.

C. Authorship of Documents. The Consultant shall deliver to the Authority all reports, data or infonnation produced in the course of perfonning this Agreement and they shall become the property of the Authority upon their approval by the Authority or upon termination of the Consultant's services hereunder.

IN WITNESS THEROF, the Aurora Housing Authority and the Consultant have executed this Agreement.

FOR: By:

Au1:9ra Housing Authority

r..
-

.. -v. - -- ,]iirtl
Federman Executive Director

Title:

FOR: By:

Title:

President

EXHIBIT A- Facilitate AHA Affordable Housing Forum

I. Update knowledge of the AHA redevelopment requirements and timeline;

2. Update knowledge of the AHA and City of Aurora strategic plan;

3. Update knowledge of the AHA and City of Aurora Consolidated Plan;

4. Update knowledge of the City of Aurora land use and comprehensive plan(s);

5. Update knowledge of the City of Aurora economic development plan;

6. Work with the AHA and their consultants to develop a transparent approach to communication and the facilitation of the AH Forum;

7. Interview, report to AHA and select AH Panelists, who demonstrate vast experience, expertise and knowledge of mix finance and fair housing compliant public housing revitalization;

8. Provide panelist with the data and information including but not limited to items# I thought #5 herein, sufficient for them to bring to bear their expertise and knowledge of mix finance and fair housing compliant public housing revitalization;

9. Create and distribute Template for Power Point presentation;

10. Prepare case studies of existing mixed-finance projects;

II. Organize a pre-Forum discussions with AHA and their discussions;

12. Assist AHA in selecting the venue for the AH Forum;

13. Orchestrate the forum presentation;

14. Clearly communicate the purpose of the AH Forums, the expectations and the protocol for communication and interaction;

15. Follow up with and coordinate panelist response to issues that arise in the AH Forum;

16. Reach out to the Community Stakeholders and Community Service Providers that where not in attendance at the AH Fmum so that they are aware of the revitalization inclusive process and timeline;

17. Communicate to the attendees the intent to engage them and the community in an open, inclusive consensus building approach to the revitalization;

18. Insure that all parties are aware that the AH Forum is being filmed and will be available on the AHA website;

19. Follow up and continue communication with City agents, Community Stakeholders, Tax Payers and Residents on behalf of the Aurora Housing Authority. .

EXHIBIT B -Pre-Development Consultant- Real Estate Analysis

I. Partner with city appointed city staff member in order to define and align the City of Aurora development plans, with the AHA commitment to build a mixed finance development consistent with the Illinois Housing Development Authority (IDHA) funding requirements and the 20 I I IDHA schedule;

2. Partner with city appointed city staff in order develop a critical path process to expeditiously identify available real estate sites within the corporate limits of Aurora, IL suited for an IDHA residential/mix-use development allocation;

3. Identifying Sustainable Design Goals/requirements for the development;

4. Identify zoning constraints and opportunities.

5. Identify opp01tunities and constrains of the parcel;

6. Coordinate and collaborate with City of Aurora in relation to applicable site zoning, setbacks, density, massing, height, open and public space, parking, and other requirements;

7. Prepare site analysis studies;

8. Consistent communication with AHA and their consultants,

9. Engage the various departments of the City of Aurora and Quad County, the Aldermen, local school dishict, local neighborhood groups, community stakeholders and service providers along with AHA residents in open dialog with the intent of creating an inclusive consensus based approach to communicating revitalization effm1s.

EXHIBIT S -Schedule of Fees

2011 Hourly Rate

President $90.00 $25.00

Administrative

Allowable Reimbursements: Phone bills; Printing costs; Travel expenses include: o travel time o airfare o taxi fare o public transportation costs o vehicle rental o fuel cost o overnight accommodations o meals o pre-approved incidentals

Reimbursable Expenses must be itemized and supported with appropriate documentation and invoiced monthly.