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Request For Qualifications (RFQ) for Clinton ConNEXTion Action Plan City of Rock Hill, SC

1.0 Purpose

The Clinton ConNEXTion, which is a partnership with the City of Rock Hill and community leaders, is seeking statements of qualifications from individuals, firms or teams to lead the planning, implementation and documentation process of a connecting phase of community engagement and master planning preparation focusing on an area of southern Rock Hill, SC, identified in Exhibit 1 of this Request for Qualifications (RFQ). Due to the circumstances of community input work already completed, and envisioned tangible, asset-based development planning to immediately follow this phase of work, the Planning Team sees the role of desired individual or firm sought through the RFQ as a “facilitator” to bring together the necessary people and resources from the broader Rock Hill community to bring clear focus on the desired development initiative which will be referred to as the Clinton ConNEXTion Action Plan (CCAP).

This will be a plan comparable in intention to the Rock Hill Knowledge Park Action Plan (KPAP), attached to this RFQ, in that it seeks to define a development vision for how a community area will live, work and play. It will define development goals based on community input and values. It will result in the identification of tangible projects, the basis for which will be defined in this next phase of work.

The CCAP, however, differs from the KPAP in many ways. The KPAP had the benefit of years of preliminary work by the City and developers, and millions of dollars of private investment which, at the point of KPAP initiation, had resulted in active place-changing projects in the targeted area (the “Focus Communities”); the area identified below in Exhibit 1 of this RFQ for the CCAP has not benefitted from such prior investment nor does it have such active resources, despite 20 years of dialogue, feedback, surveys, master plans and proposed projects from within the designated area.

So, the CCAP must be different in its objectives, substance and strategies than the KPAP; but it must seek to achieve comparable goals, including:

1.1 Jobs and Business Growth: Build economic prosperity for the Focus Communities on par with the whole of Rock Hill;

1.2 Housing Development and Redevelopment: Address housing needs of the Focus Communities – both affordable and market rate, while avoiding displacement and rapid gentrification;

1.3 Inclusivity: Build ties between the Focus Communities and the rest of Rock Hill including, specifically, at a political and local investment level to help assist the success of the CCAP and its objectives;

1.4 Talent Development and Attraction: Improve education opportunities for all students within the Focus Communities to a level on par with the rest of Rock Hill;

1.5 Health & Safety: Improve the health, nutrition, welfare and safety of residents in the Focus Communities to a level on par with the rest of Rock Hill;

1.6 Placemaking: Expand recreational opportunities and build arts and entertainment activities at all age levels and areas of the Focus Communities that are, connected to the whole of Rock Hill; and

1.7 Community of Opportunity: Promote a positive image of and with the Focus Communities to a level on par with the rest of Rock Hill.

The entire planning initiative for the Focus Communities is expressed in three phases. Phase 1 consisted of the creation of several plans and studies relevant to the Focus Communities, which are included as

PUR1046

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attachments to this RFQ. The CCAP represents Phase 2, the subject of this RFQ, which will focus on the action steps and tasks required to reach Phase 3, which will be the implementation of specific tangible projects and investments in the community. The overarching objective of Phases 1, 2 & 3 will be an intentional, investment-oriented plan to build specified facilities and initiatives in the Focus Communities to bring catalytic change in the quality of life within the Focus Communities.

To foster the desired physical development and quality of life change in the Focus Communities, the initiative will need political support and local investment. Necessary discussions with elected officials and local investors will be incorporated in Phase 2 to clarify and advance pathways and processes to access the necessary support and investment to make the CCAP a success. Local philanthropy and economic and community development financing tools will be critical components of new investments and initiatives. These tools would include but not be limited to CDBG, HOME, New Markets Tax Credits, affordable housing tax credits, Growth Management Incentives, TIF, real estate tax abatement structures, Affordable Housing Fund, Community Land Trust and others. Tangible projects envisioned in Phase 3 should be structured with knowledge of how to maximize access to all available economic and community development resources to maximize leverage of identified equity sources, local and otherwise.

While the CCAP will be uniquely crafted to the needs of the Focus Communities with connectivity to the whole of Rock Hill, it will be directly comparable to the desired outcomes of other planning processes including the Purpose-Built Communities planning and development process undertaken in communities including Spartanburg, SC. To the extent practicable, exposure to and learning from previously completed project-oriented, asset-based community development programs and strategies should be used to inform the CCAP. The facilitator selected to help guide Phase 2 should be very familiar with many such community development programs, their processes, successes and challenges. The selected facilitator must also demonstrate the ability to connect the existing baseline of community engagement and information development achieved in Phase 1 to the beginning of the tangible project implementation envisioned in Phase 3.

Assertive progress is paramount in Phase 2, but not at the cost of failure to establish the necessary foundational elements of clearly identified community needs, and tangible indications of local political and investment support to see Phase 3 and beyond to fruition. The anticipated timeframe for Phase 2 is six (6) months, but it may be extended an additional three (3) months to clearly complete the necessary work.

The scope of work and budget for Phase 2, to be negotiated following selection of the Phase 2 facilitator, will require City Council approval. It is expected that the qualifications and ultimate proposal presented by the selected facilitator will clearly justify the specified budget for Phase 2.

2.0 Project Description

The Planning Team is seeking statements of qualifications and interest from experienced community development facilitators to perform, guide and document an intentional, action-oriented planning process which will fill a gap of understanding and structure necessary to move Clinton ConNEXTion Action Plan forward from the point of now completed community engagement (Phase 1) to the point where economic driving, tangible projects can begin to be formulated and implemented. The selected firm/consultant will be responsible for:

2.1 Review existing baseline of planning efforts and documentation; 2.2 Confirming baseline elements essential to supporting development vision success;

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2.3 Organizing community engagement activities designed to obtain community input necessary for clarity needed and desired development;

2.4 Frame outputs of community engagement outcomes in a manner to successfully launch Phase 3 tangible project planning and implementation;

2.5 Facilitate meetings between the Clinton ConNEXTion Team and public- and private sector entities, including elected officials and prospective investors, to help solidify the necessary support environment for Phase 3 planning and implementation outcomes;

2.6 Summarize the overall process in a strategic catalytic plan—the Clinton ConNEXTion Action Plan, which effectively joins Phase 1 baseline community engagement efforts to Phase 3 tangible project identification and implementation (purpose, service orientation, general or specific desired location, order of magnitude scope, potential pathway to capital access and economic model).

3.0 Planning Area—Focus Communities

The CCAP will cover a substantial area of Rock Hill, identified in the attached Appendix.

Available demographic, economic and public health data underscore a basic reality that the area comprising the Focus Communities has received significantly less investment than communities in the north and center of Rock Hill. The objective of the CCAP is to turn this trend around and improve economic opportunity and quality of life for residents in the Focus Communities.

4.0 The Clinton ConNEXTion Committee

Clinton College is a Historically Black College/University (HBCU) established in 1894. Located on Heckle Blvd between Saluda Street and Crawford Street, Clinton College is a vital cultural and economic anchor in the Focus Communities. The administration of Clinton College has been an instigating force for the CCAP and has spearheaded the organization of the Clinton ConNEXTion Steering Committee (CCSC) comprising residents and community leaders from throughout the Focus Communities. The CCSC, working in conjunction with staff from the City of Rock Hill, comprise the Planning Team who will work with the selected facilitator to complete the CCAP. The Planning Team will be responsible for reviewing all submissions to this RFQ and will ultimately make the recommendation to the Rock Hill City Council for selection of the CCAP facilitator.

5.0 Required Qualifications

The ideal facilitator candidate, firm, or team, will have well documented successful experience in formulating and guiding project-oriented, asset-based community engagement processes; will be highly skillful at bringing together necessary elements of a broad community support group including neighborhood residents, informal leaders, elected officials, philanthropic elements, developers, and private and commercial investors. Ideally, proposing candidates will have knowledge of Rock Hill and historical development in the community including River Walk and Knowledge Park. The selected candidate will demonstrate a clear understanding of how and why connections must be made between the Focus Communities and established areas of development success, i.e. River Walk/the Northside and Knowledge Park. Finally, the candidate must be available to work diligently over a compact 6-9-month time period, through existing obstacles including limitations caused by Covid-19.

6.0 Anticipated Project Schedule

The Planning Team expects Phase 2 project work to begin on October 1, 2020 and successfully conclude by the end of June 2021. The following is an anticipated schedule for the project, subject to change:

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RFQ responses due: August 6, 2020

Interviews with shortlisted candidates: August 12 & 13, 2020

Selection of the CCAP facilitator: September 2020

Confirm Phase 2 work program and budget: September 2020

Initiate Phase 2 work: October 2020

Complete Phase 2 work: June 2021

7.0 Submission Requirements

This section provides details for preparing and submitting materials required from responding entities to be considered for selection.

7.1 Submission Preparation: All RFQ responses shall be: 7.1.1 Prepared and submitted on the forms enclosed herein, unless otherwise prescribed. 7.1.2 Typewritten or completed in ink, signed by the proposing company’s authorized

representative with all erasures or corrections initialed and dated by said signer. 7.1.3 Each submission constitutes an offer and may not be withdrawn except as provided

herein. 7.1.4 The City of Rock Hill assumes no responsibility for costs incurred in responding to this

RFQ.

7.2 Qualifications Submission: Provide three (3) identical paper copies of the submission (including any attachments) and one (1) digital copy (PDF). Response shall be: 7.2.1 Submitted in a single sealed envelope with the following information written on the

outside of the envelope:

The name of the presenting company;

Identification of project being responded to; and

Due date and time of submissions. 7.2.2 Delivered to the address shown in the RFQ for receipt by the City by the stated

deadline. 7.2.3 Submissions not received by the time and date specified will not be opened or

considered, unless the delay is a result of the City, its agents, or assigns. 7.2.4 All submissions must be in a sealed envelope and marked “Clinton ConNEXTion Action

Plan Facilitator; OPEN August 6, 2020 at 2:00 PM.” The City assumes no responsibility for unmarked or improperly marked envelopes.

7.2.5 No submission may be withdrawn for a period of sixty (60) calendar days after the due date, unless approved in writing by the Purchasing Office.

7.2.6 All submissions must be approved by the Rock Hill City Manager and the department(s) in charge of the project. Failing an agreement, the City may reject all submissions and resubmit for new submissions or make any other decisions it deems to be in its own best interest.

7.3 Failure to Submit: Any company which does not desire to offer a submission should submit to

the City a letter stating a reason for not submitting and whether the company desires to be retained or removed from the City’s list for future solicitations.

7.4 Errors in Submittals: Submitters or their authorized representatives are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting

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requested materials. Failure to do so will be at the company’s own risk. If an error is made before submitting requested materials, the error should be crossed out, corrections entered and initialed by the person signing the submittal. The City reserves the right to waive any informalities, technical defects, and minor irregularities in submittals received.

7.5 Candidate Interviews

The Planning Team reserves the right to conduct in-person or video interviews with submitting entities to discuss details of the candidate’s past experience and the envisioned CCAP process and objectives. If the Planning Team elects to conduct candidate interviews, they will be scheduled between August 12-13, 2020. Submitting entities should indicate in their submissions if they anticipate any problems with being available to meet with the Planning Team during this period.

7.6 Discrepancies and Questions

Should the submitting entity have questions, find discrepancies in provided information and/or specifications, or be in doubt as to the meaning or intent of any part thereof, the entity shall request clarification from the City in writing, not later than close of business on July 30, 2020. These requests should be emailed to tracy.smith@cityofrockhill.com.

All questions will be answered, and any changes will be communicated through a written addendum and posted to the City’s website. It is the responsibility of the submitting entity to check the website for any of this information prior to submitting materials. Failure to request such clarification is a waiver of any claim by the entity for additional expenses because its interpretation was different from the City’s.

7.7 Selection Criteria: The entity selected to provide community engagement and facilitation services for the CCAP shall be an entity who submits the highest scoring submission, taking into consideration product quality, past performance, and compliance with the stated terms, conditions, and specifications. Notwithstanding the foregoing, the City of Rock Hill reserves the right to reject any or all submissions, to accept any submission tendered, to waive any informality and to negotiate with the highest scoring company or companies on any changes which the City of Rock Hill considers necessary or desirable for their own interests. The City alone shall make such determination. In addition, City of Rock Hill’s Purchasing Policies and Procedures Manual, as amended or supplemented from time to time are hereby incorporated by this reference and shall be applicable to this Request for Qualifications and the City reserves all alternatives, terms and conditions as set forth therein.

7.8 Compliance with laws: The successful entity shall obtain and maintain all licenses, permits, liability insurance, worker’s compensation insurance, and comply with all other standards or regulations required by federal, state, county, or City statute, ordinances, and rules during the performance of any purchase between the company and the City. Any such requirement specifically set forth in any purchase document between the company and the City shall be supplementary to this section and not in substitution thereof.

7.9 Suspension and Debarment: The entity certifies, by response to this RFQ, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal, state or local agency.

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Where the submitting entity is unable to certify to any of the statements in this certification, such Offeror shall attach an explanation to this proposal.

7.10 Subcontractors: The selected entity agrees that they shall not delegate, subcontract or assign all or any portion of the project to any third party without the express written consent of the City.

7.11 Brand Name: The use of a brand name, if applicable, is for the sole purpose of describing the standard of quality, performance, and a characteristic desired and is not intended to limit or restrict competition.

7.12 Local Providers: Companies tendering submissions should keep in mind the City’s goal of supporting local businesses and supply houses for materials and labor whenever practicable, so long as pricing and other contract conditions are not adversely affected.

8.0 SUBMISSION OF QUALIFICATIONS STATEMENT AND CONTACT PERSON

Statement of Qualifications is to be submitted in 8.5" x 11" format. Facsimile or emailed copies will not be accepted. Three (3) hard copies and one (1) digital copy (PDF) shall be submitted no later than 2 p.m. on August 6, 2020 to:

Tracy Smith RE: PUR1046 Address: 757 S. Anderson Rd. Building 103, Purchasing Conference Room

Rock Hill, South Carolina 29730

All questions shall be directed, by email, to the person specified above. Any addendums or clarifications to this RFQ will be posted on the City of Rock Hill's website at www.cityofrockhill.com. It is the sole responsibility of the Firm to check the City’s website for any addenda prior to submitting qualifications. 9.0 PROPOSAL FORMAT

To facilitate review of your Statement of Qualifications by the City of Rock Hill, it is requested that your submission conform to the following format:

9.1 Coversheet: List RFQ Statement, the name of your Firm(s), and the name, address and telephone number of a contact person for questions concerning the proposal submitted. Specify the legal form of the organization (e.g., corporation, partnership, joint venture, other) and identify and verify person(s) with the authority to represent and make legally binding commitments for the entity. 9.2 Project Team: Respondents to this RFQ will present their envisioned team, clearly demonstrating each team member’s experience and capacity to plan, organize, implement and document community engagement and facilitation services in support of action-oriented planning processes like that envisioned for the CCAP. Respondents should include a brief history and description of the firm, its principals, and its experience. Essential to your submission is a description of specific projects you/your firm/team have completed that are relevant to the envisioned CCAP (Phase 2) noting specific outcomes of each noted project.

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Provide a list of the project team members, including the office location where they currently work, that you propose to use and identify the responsibility of each team member. Provide a brief resume for each person listing specific similar project experience, educational experience and licensure/certifications. List any sub-consultants and their office location. Provide an hourly rate summary for project team members. 9.3 Proposed Approach/Methodology: Respondents should describe their proposed approach to community engagement, fact finding, process documentation and connection to subsequent asset-based community development planning processes. Respondents should show connections between project examples referenced in Item 2.2 above and explain how approach/methodology impacted noted outcomes. Finally, respondents should describe how their proposed approach/methodology reflects existing complications associated with the Covid-19 pandemic, and how you would propose to complete the CCAP on time under applicable circumstances. 9.4 Local (Rock Hill) Knowledge and Experience: An understanding of local circumstances associated with the Focus Communities as well as the development history of other key areas of Rock Hill including the River Walk, Downtown and Knowledge Park areas are critical to the successful completion of the CCAP. Respondents should specify applicable familiarity/background with Rock Hill and the Focus Communities. 9.5 Capacity and Response Capability: Provide a statement of your Firm’s current workload, and capacity to meet the proposed project schedule. 9.6 References: Provide the name, address and telephone number of at least three (3) recent references familiar with the quality of work done by your Firm of similar nature as contained in the above Scope of Work. By submission of the references, you are authorizing the City of Rock Hill to contact these references. 9.7 Legal, Safety, Insurance, and Financial: The Firm’s submittal shall provide documentation of any history of litigation associated with project performance or professional liability during the past ten years. A short statement of any safety problems that the Firm may have encountered in projects designed or inspected. A statement or other information to describe the Firm’s general financial standing and current insurance coverage.

Insurance Capacity Requirements: The submitting Firm (lead Firm if submitting as a team) shall be able to post the minimum, specified insurance requirements for this project as follows:

Professional Liability -$2,000,000.00 per claim, $2,000,000 aggregate

Worker's Compensation -$500,000.00

Automobile Liability -$1,000,000.00

Comprehensive/General Liability -$2,000,000.00 per claim

The selected Firm/companies must obtain a business license from the City of Rock Hill and provide proof of professional authorization in the State of South Carolina (Certificate of Authorization) prior to the execution of the agreement. 9.8 Other Supporting Data: Include any other information you feel to be relevant to the selection of your Firm.

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The Statement of Qualifications shall not exceed thirty (30) pages, including the cover, back page, letters of introduction and table of contents. Clear, external binder pages shall not be included in the page count. Font size shall be no smaller than ten (10). Statement of Qualifications exceeding the thirty (30) page count may be returned and not considered, at the sole discretion of the City of Rock Hill. Each page side with criteria information will be counted. Pages that have photos, charts and graphs will be counted towards the maximum number of pages. Please number all pages with the exception of the cover letter, table of contents, and tabbed dividers. These items will not count towards the 30-page limit.

10.0 Evaluation

10.1 All responses are subject to a determination of “responsive” and “responsible” prior to selection. The Planning Team is the sole judge as to the submitting entity’s “responsiveness” and “responsibility.” The Planning Team reserves the right to request additional information.

10.2 The Planning Team will review all submissions and reserves the right to request necessary modifications, waive minor technicalities, reject all submissions, reject any submission that does not meet mandatory requirement(s) or cancel this RFQ, according to the City’s best interests.

10.3 The Planning Team may elect to interview one or more proposing companies before making an award. The City shall not reimburse the company for the costs associated with the interview process. The City of Rock Hill assumes no responsibility for costs incurred in responding to this RFQ.

10.4 The Planning Team may elect to first rank submissions with a simple numeric score and then detail score only the top tier of submissions.

10.5 The Planning Team will evaluate responses on a weighted evaluation system. The categories and points assigned for each category are below:

Experience providing community engagement and facilitations services and services – 30 points max

Experience and capacity in asset-based community development planning – 20 points max

Clarity and applicability of proposed approach/methodology—20 points max

Experience and capacity in providing master planning services – 20 points max

Accessibility to program applicants and Planning Team – 10 points max

11.0 Terms & Conditions 11.1 Illegal Immigration Reform Act Compliance: The contractor certifies that the contractor will

comply with the requirements of Chapter 14, Title 8 of the South Carolina Code of Laws titled Unauthorized Aliens and Public Employment and agrees to provide to the City of Rock Hill any documentation required to establish either; (a) the applicability of such law to the contractor, subcontractor, and sub- subcontractor; or (b) the compliance with this law by the contractor and any subcontractors or sub-subcontractors.

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11.2 Indemnification: Company shall indemnify and hold City harmless from and against all liability, loss, damages or injury, and all costs and expenses (including attorneys’ fees and costs of any suit related thereto), suffered or incurred by City, to the extent arising from Company’s or its Contractors’ negligent performance of the Services under this Agreement, intentional misconduct, negligent acts or omissions, or breach of any term, covenant, representation or warranty of this Agreement.

11.3 Freedom of Information Act: All submissions will be public information, per FOIA guidelines.

11.4 Iran Divestment Act: The firm certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the SC State Treasurer; (ii) it will not take any action causing it to appear on any such list during the term of this Contract; and (iii) it will not utilize any subcontractor that is identified on any such list to provide goods or services hereunder.

11.5 Non Appropriation of Funds: This Agreement shall be subject to the availability and

appropriation of funds by Management, and City Council. If the Council does not appropriate the funding needed by the City to make payments under this Agreement for a given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds, shall constitute a breach of or default under this Agreement.

11.6 WMBE Statement: It is the policy of the City of Rock Hill to provide minorities and women equal opportunity for participating in all aspects of the City’s contracting and procurement programs, including but not limited to employment, construction projects, and lease agreements consistent with the laws of the State of South Carolina. It is further the policy of the City of Rock Hill to prohibit discrimination against any person or business in pursuit of these opportunities on the basis of race, color, national origin, religion, sex, age, handicap, or veteran status. It is further the policy of the City of Rock Hill to conduct its contracting and procurement programs so as to prevent such discrimination and to resolve any and all claims of such discrimination.

11.7 City Business License: The successful company, prior to execution of the contract, must possess or obtain a City of Rock Hill business license. Such license must be maintained throughout the duration of the contract. The fee for such license is based on the amount of the contract with the City if the company is not currently doing other business inside the City limits. If the company is currently doing other business within the City limits of Rock Hill, and does not possess a business license, then the fee for the license is based on the total gross receipts from customers within the City limits. Contact the City Business License Office at 803-329-5590 to determine the exact amount or to ask other pertinent questions regarding doing business in the City of Rock Hill. Firms do not need to possess a business license in order to submit their qualifications.

11.8 Excluded Companies: Submissions from companies may be excluded for any of the following reasons:

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Reason to believe collusion exists among the companies

The company is involved in any litigation against the City

The company is in arrears on any existing contract or has defaulted on a previous contract with the City

Lack of financial stability

Failure to perform under previous or present contracts with the City

Is currently debarred by the State of South Carolina Procurement Services Excluded Vendors/Companies can resubmit complete company information with references for city review after a minimum of one year from the last excluded bid/proposal. City will contact Vendor/Company with its decision within 30 days of company information submittal. City reserves the right to include or exclude said Vendor/Company based on findings.

11.10 Contracts A master contract will be developed with the selected Firm(s) and fees shall be established based upon addendums to the contract per an agreed upon scope of work by and between the selected Firm(s) and the City of Rock Hill. The addendums for the scope of work and the associated fees will be incorporated as part of the contract.

Firms selected through this RFQ process will be contracted on an as-needed basis based on services identified through this RFQ process and the need for engineering consulting services by the City of Rock Hill.

The selected consultant(s) will be required to use the City of Rock Hill's standard contract for professional services. (See attached)

It is the intent of the City to award contracts to selected Firms within 90 days of receipt of qualifications.

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12.0 Submittal Sheet PUR1046

We, the undersigned, do hereby affirm that we have read and understand the enclosed qualification requirements and specifications; and do submit this qualification for the items listed below:

Submitters should include the following: - This form (completed) with all contact information - Qualifications, as outlined in Section 9.0 - Customer Service Statement (Section 13.0)

Company Legal Name: _______________________________________________________ Name: ________________________________ Title: _____________________________ Signature: _______________________________________Date: _____________________ Telephone Number: ______________________ Fax Number: ________________________ Address: __________________________________________________________________ Email: ____________________________________________________________________

***The questions below are for tracking purposes only and will have no bearing on the award of the contract.***

Is your company located within the Rock Hill City limits? ________ Is your company located within York County? ________ Is your company a minority or woman-owned business enterprise (M/WBE)? ________

MWBEs are for-profit small business concerns where minority individuals or women

own at least a 51% interest and also control management and daily business operations.

African Americans, Hispanics, Native Americans, Asian-Pacific and Subcontinent Asian

Americans are presumed to be minorities.

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13.0 Customer Service Please remember, although you are a contracted City service, you each represent the City of Rock Hill during all work performed, face-to-face as well as telephone conversations. These guidelines are to give all contract employees a solid feeling for what the City of Rock Hill expects from any contracted service. Overview:

Be friendly, courteous, and helpful

Company uniforms must be worn at all times

Staff members must look and act professional at all times. CONTRACTORS EMPLOYEES: Before the Contractor can enter the project site, it shall investigate and determine that its employees working on the project site are not listed on the sexual offender registry. Contractor shall require all subcontractors to make a similar investigation. One such investigation within six (6) months of commencement of the project work, by the employer, fulfills the City's requirement for the Project. The Rock Hill Police Department along with the City of Rock Hill also reserves the right to cancel any contracts, agreements, purchasing or distribution, etc., if they feel the project, purchasing, vehicle(s), and or property(s) may be in jeopardy due to the contractor’s employee(s) having a criminal history which may lead to ethical issues while dealing with city workings or investigative activities. COMPANY: ___________________________________________________________ PRINT NAME AND TITLE: _____________________________________________ SIGNATURE: ______________________________________________

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Appendices

1. Master Plans (3) a. Saluda Corridor b. Crawford Road c. Sunset Park

2. Knowledge Park Action Plan 3. Clinton College Action Plan 4. College Town Action Plan 5. Rock Hill For All / All American Cities proposal and supporting documents 6. Opportunity Zone Map 7. CCAP Planning Area Map 8. City of Rock Hill Sample Agreement for Professional Services

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APPENDIX 8 – Clinton Connextion Action Plannin Area Map

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APPENDIX 9- SAMPLE AGREEMENT FOR PROFESSIONAL SERVICES

STATE OF SOUTH CAROLINA )

) AGREEMENT FOR

) PROFESSIONAL SERVICES

COUNTY OF YORK )

THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and

entered into as of the latest date of execution set forth on the signature page hereto (the “Effective

Date”), by and between CITY OF ROCK HILL, a South Carolina municipal corporation

(“City”), whose address is P.O. Box 11706, 155 Johnston Street, Rock Hill, South Carolina 29731-

1706, Facsimile: (803) 329-7007, Attention: City Manager, and ____________________, a

___________ (“Company”), whose address is __________________________________

Facsimile:_______________, Attention: _______________________________ (City and

Company are hereinafter collectively referred to as the “Parties”).

WHEREAS, City has need of professional services from Company as such services

outlined in PURXXX _____________________________ and are described in more detail on

Exhibit A attached hereto and incorporated herein by this reference (collectively, “Services”);

WHEREAS, Company wishes to provide the Services to City in accordance with the terms

set forth on Exhibit A hereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained

herein, and the foregoing recitals, which are incorporated herein by this reference, the Parties

hereby agree as follows:

1. Provision of Services. Company shall provide the Services in accordance with the

terms and timelines more fully set forth in Exhibit A hereto. Each particular task set forth in

Exhibit A shall not be deemed completed until approved by City. Company shall, at its sole cost,

take necessary steps to modify the work product constituting the Services to ensure satisfaction by

City. Company acknowledges that the Services shall not be complete until City is satisfied with

the results of the Services. All final work products resulting from the Services must be in form

and content satisfactory to City. Time is of the essence with respect to Company’s completion of

the Services.

2. Term. This Agreement shall terminate upon completion of the Services in accordance

with the timelines set forth in Exhibit A hereto, unless terminated earlier as provided herein. If no

deadline for completion of the Services is set forth on Exhibit A, Company shall complete the

Services in accordance with this Agreement no later than _______________________________.

3. Payment. Subject to the terms of this Agreement, City shall pay Company up to an

amount not to exceed $__________ for the Services as set forth on the attached Exhibit C

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(collectively, “Fees”). The Fees includes all of Company’s fees, costs and expenses in performing

the Services, including, without limitation, fees, travel expenses, overhead, manpower, telephone,

facsimile, computer copy, and delivery costs and charges. The Fees will be invoiced on a monthly

basis by Company for Services performed as of the date of the invoice. City agrees to pay the Fees

within 30 days of receipt of each monthly invoice, subject to the terms of this Agreement.

Notwithstanding the foregoing, (i) the total amount of Fees to be paid by City will not exceed

$_____________, unless mutually agreed to in writing by the Parties, and (ii) City shall only be

responsible for paying for those Services as are rendered promptly, properly and completely in

accordance with all of the terms and conditions of this Agreement. Prior to final payment of the

Fees by the City, the Company shall deliver or otherwise make available to the City all documents,

data (including electronic data in its original form), drawings, specifications, reports, estimates,

summaries, and such other information and materials as may have been accumulated or created by

the Company or any third party acting by or under the direction of the Company in performing the

Services under this Agreement, whether completed or in process. After receipt of such

information, the City shall make final payment for the Fees.

4. Independent Contractor Status. Company is an independent contractor of City.

Nothing in this Agreement shall be deemed to place the Parties in the relationship of

employer/employee, partners, or joint venturers. No Party shall have the right to obligate or bind

the other in any manner. Company agrees and acknowledges that it will not hold itself out as an

authorized agent with the power to bind City in any manner. Each Party shall only be responsible

for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, or

other similar taxes or charges with respect to its activities in relation to performance of its

obligations under this Agreement.

5. No Subcontractors. Company shall not delegate, subcontract or assign all or any

portion of the Services to any third party (collectively, “Contractors”), other than those third parties

listed on Exhibit E attached hereto and incorporated by this reference, without the express prior

written consent of City. Company shall cause any Contractor to comply with all of the terms of

this Agreement.

6. Assignment and Assumption; Change in Control. Company shall not sell, convey,

assign, transfer, hypothecate, encumber or permit or suffer any encumbrance of all or any portion

of its interest in this Agreement unless approved in writing in advance by City. Any attempt to so

transfer or encumber any such interest in contravention hereof shall be void. In the event of a

change in “Control” of Company (as defined below), City shall have the option of terminating this

Agreement by written notice to Company. Company shall notify City within 10 days of the

occurrence of a change in Control. As used in this Agreement, the term “Control” shall mean the

possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the

case may be, fifty-one percent (51%) or more of the equity interests, value or voting power in a

Company or (ii) the power to direct or cause the direction of the management and policies of a

Company whether through the ownership of voting securities, by contract or otherwise.

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7. Termination; Provision of Documents to City. In addition to its other rights under

this Agreement, City may terminate this Agreement if City determines, in its sole discretion, that

the Services are no longer needed or desired by City, by providing Company ten (10) days advance

notice of such termination and paying Company for the applicable portion of the Fees due to

Company for work completed as of the date of termination in accordance with this Agreement;

provided Company shall not be entitled to such payment if City terminates this Agreement

pursuant to a default by Company as provided in Section 9 of this Agreement. In addition, upon

receipt of a termination notice from the City, but prior to final payment by the City, the Company

shall: (1) promptly discontinue all Services affected (unless a termination notice from the City

directs otherwise); and (2) deliver or otherwise make available to the City all documents, data

(including electronic data in its original form), drawings, specifications, reports, estimates,

summaries, and such other information and materials as may have been accumulated or created by

the Company or any third party acting by or under the direction of the Company in performing the

Services under this Agreement, whether completed or in process. After receipt of such

information, the City shall make final payment for the applicable portion of the Fees due to

Company for work completed as of the date of termination in accordance with this Agreement.

8. Representations and Warranties of Company. Company represents and warrants to

City as follows:

(a) In providing the Services, Company and its Contractors shall utilize the care and skill

ordinarily used by members of Company’s or a Contractor’s profession practicing under similar

circumstances at the same time and in the same locality. All Services (including, without

limitation, all work products resulting from the Services) shall be performed in a good and

workmanlike manner, shall be fit for the purposes for which they are intended, and shall be free

from all defects in design and/or construction, as applicable.

(b) All employees provided by Company or a Contractor to City shall have the

qualifications, skills and experience necessary to perform his or her job in accordance with the

requirements of this Agreement. City may request the removal of any Contractor or an employee

of Company from the project for good cause.

(c) Company is a ___________ validly existing and in good standing under the laws of

the State of ______, and is duly qualified to transact business in the State of South Carolina to the

extent required by law. Each Contractor, if an entity, shall be validly existing and in good standing

under the laws of the jurisdiction of its organization, and shall be duly qualified to transact business

in the State of South Carolina to the extent required by law.

(d) The execution, delivery, and performance of this Agreement have been duly authorized

by Company by all appropriate Company action. Company shall deliver evidence of such

authorization to City upon request.

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(e) No approval, authorization or consent of any governmental or regulatory authority is

required to be obtained or made by it in order for Company to enter into and perform its obligations

under this Agreement.

(f) Company shall comply with, and Company shall cause its Contractors to comply with,

all applicable federal, state and local laws and regulations applicable to the Services or Company.

Company and its Contractors shall obtain all applicable permits and licenses, including a City of

Rock Hill Business License a copy of which shall be attached hereto as Exhibit F.

(g) The performance of this Agreement by Company will not violate any contracts or

agreements with third parties or any third party rights, including but not limited to non-compete

agreements, non-disclosure agreements, patents, trademarks or intellectual property rights.

9. Default. The following events shall constitute a default of this Agreement:

(a) Failure of Company or its Contractors to perform the Services at any time in accordance

with this Agreement;

(b) Defects in materials and/or documents provided by Company or its Contractors

pursuant to this Agreement which are recurring or substantial, in the sole opinion of City;

(c) Defects or deficiencies in the provision of the Services which are recurring or

substantial in nature, in the sole opinion of City;

(d) Failure of Company, upon receiving written notice from City, to promptly remedy any

defects in materials or workmanship which are provided by Company or its Contractors pursuant

to this Agreement;

(e) Failure by Company, within five (5) days upon receiving written notice from City, to

correct any defects or deficiencies in the provision of the Services by Company or its Contractors

pursuant to this Agreement;

(f) Any affirmative act of insolvency by Company, or the filing by Company of any

petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the

relief of, or relating to, debtors;

(g) Any assignment by Company for the benefit of creditors;

(h) The filing of any involuntary petition under any bankruptcy statute against Company;

or

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(i) The nonperformance by Company or its Contractors of any other term, covenant, or

condition of this Agreement which is not cured within five (5) days after written notice thereof

from City to Company.

10. Remedies on Default. Company’s sole remedy against City for any City breach or

default hereunder shall be limited to the Company bringing an action against the City for the

amount due and owing to the Company for Services completed by Company as provided under

this Agreement. However, in no event shall City be liable to Company for any consequential

damages, incidental damages or lost profits.

Except as otherwise provided by this Agreement, City may without notice to or demand on

Company, on occurrence of any of the foregoing events of default:

(a) Terminate this Agreement, such termination to be effective five days following written

notice by City to Company of City’s election to terminate this Agreement;

(b) Sue for and collect all sums or amounts due City as a result of defaults of this

Agreement by Company or its Contractors, including incidental damages resulting therefrom;

(c) Exercise any remedy provided for by this Agreement; and/or

(d) Exercise any applicable legal or equitable remedy.

11. Attorneys’ Fees. If any Company defaults on its obligations under this Agreement,

the City shall be entitled to recover from Company the costs and attorneys’ fees incurred in the

enforcement or interpretation of any provision of this Agreement.

12. Indemnification. Company shall indemnify and hold City harmless from and against

all liability, loss, damages or injury, and all costs and expenses (including attorneys’ fees and costs

of any suit related thereto), suffered or incurred by City, to the extent arising from Company’s or

its Contractors’ negligent performance of the Services under this Agreement, intentional

misconduct, negligent acts or omissions, or breach of any term, covenant, representation or

warranty of this Agreement.

13. Insurance. During the term of this Agreement, Company shall maintain insurances

as required and set forth on the attached Exhibit D which is attached hereto and incorporated by

this reference. Company’s certificates of insurance are attached hereto as part of Exhibit D.

Any insurance provider of Company shall be admitted and authorized to do business in the

State of South Carolina and shall carry a minimum rating assigned by A.M. Best & Company’s

Key Rating Guide of “A” Overall and a Financial Size Category of “X” (i.e., a size of $500,000,000

to $750,000,000 based on capital, surplus, and conditional reserves). Insurance policies and

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certificates issued by non-admitted insurance companies are not acceptable. Company shall not

self-insure.

Company shall cause each of its Contractors to maintain the insurance coverages set forth

in this section.

14. City’s Condition Precedent; Non-Appropriation of Funds. This Agreement shall

be subject annually to the availability and appropriation of funds by City Council. If City Council

does not appropriate the funding needed by City to make payments under this Agreement for a

given fiscal year, City will not be obligated to pay amounts due beyond the end of the last fiscal

year for which funds were appropriated. In such event, City will promptly notify Company of the

non-appropriation and this Agreement will be terminated at the end of the last fiscal year for which

funds were appropriated. No act or omission by City, which is attributable to non-appropriation

of funds, shall constitute a breach of or default under this Agreement.

15. Ownership of Information. All of the reports, information, plans, sketches and data

prepared or assembled by City and delivered to Company or its Contractors pursuant to the terms

of this Agreement are considered “Confidential Information” as defined in Paragraph 16 of this

Agreement. Company agrees that such Confidential Information shall not be made available to

any individual, organization, corporate entity or other third party, other than its Contractors or

employees as provided below in Paragraph 16, or used in any way to further the interest of

Company or any client of Company, or any third party, without the prior written permission of

City. Subject to the provisions of this Paragraph, all of the reports, information, plans, sketches

and data prepared or assembled by City pursuant to the terms of this Agreement are instruments

of service in respect to the Services, and City shall retain the sole ownership and property interest

therein. All of the reports, information, plans, sketches, data and regulations prepared or

assembled by Company or its Contractors pursuant to the terms of this Agreement shall become

the property of City immediately upon delivery thereof to City. Company assigns to City all

materials prepared, developed or created pursuant to this Agreement including, but not limited to

the right to: (i) reproduce the work; and (ii) prepare derivative works.

16. Nondisclosure of Confidential Information. Company hereby acknowledges that it

may be furnished with, or may otherwise receive or have access to, information or materials which

relate to past, present or future products, software, research and development, inventions,

processes, techniques, designs, or technical information and data of City, including all information

protected by the Trade Secret Act, S.C. Code Ann § 37-8-10 et seq., as well as any information

which City identifies to a Company in writing as Confidential (“Confidential Information”).

Company shall preserve in confidence and protect from disclosure all Confidential Information,

whether disclosed before or after the Effective Date of this Agreement, unless (1) the Confidential

Information is already in the public domain; (2) City consents to the disclosure of such

Confidential Information in writing; or (3) Company discloses the Confidential Information in

accordance with the terms of any written agreement between City and Company, or in accordance

with the order of any competent court or government agency; provided, however, that prior to such

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disclosure, Company shall inform City of the order and permit City to seek a protective order or

other appropriate relief.

If Company is advised by the City that this is a confidential project, Company agrees to

keep and maintain confidentiality regarding its undertaking of this project. Company shall

coordinate its services only through the City representative(s) designated by City from time to

time, and shall provide information regarding this project only to those persons approved by City,

including, without limitation, Contractors, and with whom Company has a binding and enforceable

non-disclosure agreement. Company shall not share any information regarding this project,

including, without limitation, Confidential Information, with any third party unless Company and

each such third party (including any Contractors) have entered into a legally enforceable and

binding non-disclosure agreement. Notwithstanding the foregoing, Company may, without City’s

prior consent, disclose Confidential Information to its employees who have a need to know such

information, who are informed of the confidential nature of such information, and who have legally

enforceable nondisclosure obligations to Company.

17. Caption Sections. Paragraphs, titles, headings and captions contained in this

Agreement are inserted only for convenience and for reference and in no way define, limit, extend

or describe the scope of this Agreement or the intent of any provision hereof.

18. Waiver and Severability. If any part of this Agreement, for any reason, is declared

invalid or void, such declaration shall not affect the remaining portions of the Agreement which

shall remain in full force and effect as if this Agreement had been executed with the invalid portion

eliminated. However, if any provision which has been declared invalid or unenforceable shall be

a provision that would prevent the continued and complete performance of this Agreement by

Company and City, then Company and City hereby agree that they will renegotiate that term or

provision in order to otherwise render the Agreement valid and enforceable. If Company or City

decides not to enforce a provision of this Agreement, such decision in favor of non-enforcement

shall not constitute a complete and full waiver of the right of that person or entity in the future to

enforce that provision of the Agreement in the event of any subsequent breach or failure to comply

in full with that provision of the Agreement.

19. Governing Law. Except to the extent that this Agreement may be governed by any

federal law, including federal bankruptcy law, this Agreement shall be governed by, construed and

interpreted under, and enforced exclusively in accordance with the laws of the state of South

Carolina, and the courts in the state of South Carolina shall have jurisdiction with respect to any

dispute arising hereunder.

20. Notices. All notices, certificates or other communications hereunder shall be

sufficiently given and shall be deemed received when delivered by hand, mailed by certified or

registered mail, postage prepaid, or mailed by overnight mail, or sent by facsimile with

confirmation of receipt, and addressed to the Parties at their respective addresses set forth on the

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first page of this Agreement. Notices may be delivered to (or given on behalf of the applicable

Party by) each Party’s respective attorney.

21. Execution in Counterparts. This Agreement may be executed in several

counterparts, each of which shall be deemed to be an original, and all of which shall constitute but

one and the same instrument. Electronic, PDF and facsimile signatures shall be deemed to be

original signatures. Any such counterpart may be signed by one or more of City and Company as

long as each of them has signed one or more of such counterparts.”

22. No Construction Against Drafter. City and Company hereby acknowledge that they

have reviewed this Agreement and have been afforded an opportunity to consult with an attorney.

City and Company concur that any rule of construction to the effect that ambiguities are to be

resolved against the drafting party shall not apply in the interpretation of any provision of this

Agreement.

23. Covenant to Sign Other Documents. City and Company acknowledge that

consummation of the transaction contemplated hereby may require the execution prior hereto,

contemporaneously herewith and/or sometime hereafter of certain documents in addition to this

Agreement which each of them, by their signatures herein below, covenants, represents and

warrants that they will promptly do, provided such documents (and the other parties thereto, as

applicable), are reasonably satisfactory to Company and City.

24. Modification and Amendment. No change, amendment or modification of this

Agreement shall be made unless agreed to in writing by Company and City.

25. Warranty of Authority. The terms of this Agreement are contractual and not a mere

recital, and all signatory parties hereto represent and warrant that they have the full and complete

authority to execute and enter into this Agreement.

26. Equal Opportunity Employer; Compliance with Federal, State and Local Law.

Company agrees to make itself aware of and comply with all local, state and federal ordinances,

statutes, laws, rules and regulations applicable to the Services. Company further agrees that it will

at all times during the term of this Agreement be in compliance with, and Company shall cause its

Contractors to comply with, all applicable federal, state and/or local laws regarding employment

practices. Such laws include, but shall not be limited to, workers’ compensation, Title 7 of the

Civil Rights Act of 1964 (Title 7), the Fair Labor Standards Act (FLSA), the Americans with

Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations

applicable to the provision of the Services. Specifically, Company asserts that it has adopted and

will maintain and enforce a policy of non-discrimination on the basis of race, color, religion, sex,

age, national origin, or disability. Company certifies to City that it will comply with the provisions

of Title 8, Chapter 14 of the South Carolina Code of Laws regarding the employment of

unauthorized aliens. Company agree to provide to City, upon request, any documentation

regarding (i) the applicability of Title 8, Chapter 14 of the South Carolina Code of Laws to the

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Company or any subcontractor or sub-subcontractor; or (ii) the compliance with Title 8, Chapter

14 of the South Carolina Code of Laws to the Company or any subcontractor or sub-subcontractor.

27. Terms of this Agreement Controlling. In the event of any inconsistency or conflict

between any term, covenant or condition of this Agreement and any other document pertaining to

this Agreement, including but not limited to any exhibits, RFPs, responses to RFPs, bids, letters,

memoranda, correspondence or any amendments or modifications thereof (collectively,

“Documents”), all terms, covenants and conditions of this Agreement shall in all respects be

controlling. Any contrary term, covenant or condition in the Documents, or any amendment or

modification thereof, is hereby superseded by the applicable provision of this Agreement. The

term “Agreement” as used in this Agreement shall include this Agreement and the exhibits and

schedules attached hereto including, without limitation, Exhibits A-F.

28. Survival. All of Company’s representations, warranties and covenants under this

Agreement shall survive completion of performance of the Services and/or termination of this

Agreement.

29. Entire Agreement. Except as otherwise provided herein, this Agreement shall

constitute the entire and full agreement and understanding between Company and City, and shall

supersede all prior and/or contemporaneous agreements, understandings and discussions between

them, written and/or oral, all of which shall be deemed merged into this Agreement and shall be

of no further force and effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Company and City have executed and delivered this

Agreement as of the Effective Date.

Witnesses: CITY OF ROCK HILL

____________________ By:__________________

Name:________________

____________________ Title:_________________

Date: _________________, 20__

Witnesses: ______________________________

____________________ By:__________________

Name:________________

____________________ Title:_________________

Date: _________________, 20__

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Exhibit A – Firm’s Services and Schedule

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Exhibit B – Owner’s Responsibilities

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Exhibit C – Consultant Fee Structure for Services and Reimbursable Expenses

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Exhibit D – Insurance

A. The types of liability insurance are as follows:

1. By Architect/Engineer

Type of Insurance Limits of Liability

a. Commercial General Liability $2,000,000 per claim

$2,000,000 aggregate

b. Automobile Liability $1,000,000 per occurrence

c. Worker’s Compensation Statutory

d. Professional Liability $2,000,000 per clam made or per

occurrence

2. The commercial general liability insurance required above will include contractual

liability coverage, and the commercial general liability and automobile liability

insurance policies and shall name the City as an additional insured.

3. A signed Certificate or Certificates of Insurance shall be attached as appendices to this

Exhibit. Such Certificate(s) of Insurance shall provide for thirty (30) days written

notice to the City prior to cancellation or material modification of any insurance

referred to herein.

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Exhibit E – Firm’s Sub-Consultants

Please provide the following information about sub-consultants to be utilized by the

Architect/Engineer for this project.

Discipline

Contact Name

Company

Address Line 1

Address Line 2

Telephone Number

Email address

Discipline Consultant Contact Information

_________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

_________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

_________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

_________________________________

__________________________________________

__________________________________________

__________________________________________

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__________________________________________

__________________________________________

__________________________________________

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Exhibit F – City Business License