17-0621 IFF Real Estate Services LLC CONSULTING AGREEMENT
This Consulting Agreement(the "Agreement"), dated 2017 is between The
City of Elgin ("City of Elgin"), an Illinois municipal corporation, and IFF Real Estate Services, LLC
("IFFRES"), an Illinois limited liability company.
Whereas, City of Elgin owns an approximately 30,000 square foot building at 600 South
State in Elgin that was formerly used as administrative space ("Building"); and
Whereas, City of Elgin desires to identify potential non-profit candidates who are
interested in leasing space in the Building as a way to support the non-profit community; and
Whereas, City of Elgin desires to develop the facility to provide space for non-profits to
co-locate with the goal of reducing facility costs, providing long-term facility stability to tenants,
and creating a unique facility that allows tenants to cooperate and strategize on programming
and fundraising (the "Project"); and
Whereas, IFFRES has substantial experience assisting not-for-profit corporations in
planning, constructing, rehabilitating,financing and assessing facilities similar to the Project; and
Whereas, City of Elgin desire that IFFRES provide certain services related to the Project,
as directed by City of Elgin, and IFFRES desires to provide such services to City of Elgin.
Now, therefore, in consideration of the promises and covenants contained herein, the
sufficiency of which is hereby mutually acknowledged,the parties hereto agree as follows:
I. PROJECT SERVICES. The services to be performed by IFFRES under this Agreement
(the "Project Services") are described in detail in the Scope of Work attached
hereto and made a part hereof as Attachment A.
In the event City of Elgin requests additional services beyond the Project Services,
such additional services shall be agreed to in writing by the parties and be
governed by this Agreement, as amended. Any additional project services
performed outside of the Scope of Work will be considered an Adjustment of
Scope and will not be performed without City of Elgin's prior written authorization.
IFFRES staff will provide the Project Services as professional real estate
consultants on an independent contractor basis. IFFRES staff does not provide
legal or brokerage services to its clients.
Notwithstanding any provisions of this Agreement, IFFRES shall not take any
action, expend any sum, make any decisions, give any consent, approval or
authorizations,or incur any obligation with respect to the Project, unless the same
has been approved in writing by City of Elgin.
II. ACCOUNTS AND RECORDS. IFFRES, on behalf of City of Elgin, shall keep such
books of account and other records as may be required and approved by City of
Elgin, including, but not limited to, records relating to the costs of construction
and construction advances. IFFRES shall keep vouchers, statements, receipted
bills and invoices and all other records, covering all collections, if any,
disbursements and other data in connection with the Project prior to final
completion of construction. A copy of all accounts and records relating to the
Project, including all correspondence, shall be surrendered to City of Elgin, upon
demand without charge.
All books and records prepared or maintained for City of Elgin by IFFRES shall be
kept and maintained at IFFRES's offices, and shall be reasonably available for and
subject to audit and reasonable inspection and copying by City of Elgin or any
representative or auditor thereof or supervisory or regulatory authority, at the
times and in the manner set forth by City of Elgin and IFFRES.
III. FEES, EXPENSES, AND BILLING. City of Elgin shall pay IFFRES a flat total fee of
$12,000.00 plus reimbursable costs and expenses as provided for in the fee and
expense schedule attached hereto and made a part hereof as Attachment "B".
City of Elgin will be billed for the fee of the Project Services per Attachment "B",
either monthly or pursuant to the milestone schedule. All reimbursable costs and
expenses shall be billed monthly.
IV. TERMINATION OF AGREEMENT. This Agreement may be terminated by either
party upon ten (10) business days' written notice to the other party should the
other fail to substantially perform its obligations through no fault of the party
initiating the termination. In addition, this Agreement may be terminated by
either party for any reason whatsoever upon at least thirty (30) days' written
notice to the other party.
In the event of termination, IFFRES shall be compensated for all services
performed at the rates agreed to in Attachment "B", and costs incurred up to the
date it actually received written notice of termination. Upon termination, IFFRES
shall turn over to City of Elgin all plans, drawings, reports, manuals, and other
records relating to the Project and shall provide reasonable assistance to City of
Elgin to minimize any penalties or cancellation charges from any suppliers or
contractors providing the service to the Project and to mitigate any other
damages.
V. INDEMNIFICATION AND INSURANCE. To the extent permitted by law,City of Elgin
shall fully indemnify and hold harmless (collectively "indemnify" or
"indemnification") IFFRES and its directors, officers, employees, agents, and
affiliates (collectively, "Indemnified Parties") from and against all claims, actions,
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suits, demands, damages, liabilities, obligations, losses, settlements, judgments,
costs and expenses(excluding attorneys'fees and costs),whether or not involving
a third party claim,which arise out of, relate to or result from (i) any breach of any
representation, warranty or duty of City of Elgin in this Agreement; (ii) any
negligent act or omission by City of Elgin, or its directors, officers, employees or
agents; (iii) any direct exposure to toxic or otherwise hazardous substance or
condition while performing the Project Services or (iv) IFFRES's involuntary
involvement in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative that relates to the Project.
To the extent permitted by law, IFFRES shall fully indemnify and hold harmless
("indemnify" or "indemnification") City of Elgin and its directors, officers, officials,
employees, agents and volunteers (collectively "Indemnified Parties") from and
against any and all claims, actions, suits, demands, damages, liabilities,
obligations, losses, settlements, judgments, costs and expenses (excluding
attorneys'fees and costs),whether or not involving a third party claim,which arise
out of, relate to or result from (i) any breach of any representation, warranty or
duty of IFFRES in this Agreement; or(ii) any negligent act or omission by IFFRES or
its directors, officers, employees or agents.
Notwithstanding the foregoing provisions of this section, neither party hereto
shall be required to indemnify an Indemnified Party to the extent the claim is a
result of the negligence or willful misconduct of such Indemnified Party. The
provisions of this Section V shall survive the termination of this Agreement.
The indemnification obligation under this section shall not be limited by a
limitation on amount of damages or compensation payable by or for IFFRES or City
of Elgin, as the case may be.
Neither party hereto shall be liable for any special, punitive or consequential
damages.
Without in any way limiting IFFRES' or City of Elgin's obligations to the other party
pursuant to this section, both IFFRES and City of Elgin agree to maintain insurance
in connection with the Project Services in amounts reasonably commensurate
with the size and nature of the Project and Project Services.
VI. VENUE. This Agreement is subject to and governed by the laws of the State of
Illinois. Venue for the resolution of any disputes or the enforcement of any rights
arising out of or in connection with this Agreement shall be in the Circuit Court of
Kane County, Illinois.
VII. MERGER OF AGREEMENTS. This Agreement is the only agreement between the
parties hereto regarding the subject matter hereof. There are no other
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agreements, either oral, written or implied between the parties hereto regarding
the subject matter hereof.
VIII. SEVERABILITY. The terms and provisions of this Agreement shall be severable. In
the event any of the terms or provisions of this Agreement are deemed to be void
or otherwise unenforceable for any reason,the remainder of this Agreement shall
remain in full and effect.
IX. EXECUTION. This Agreement may be executed in counterparts, each of which
shall be an original and all of which shall constitute one and the same Agreement.
For the purposes of executing this Agreement, any signed copy of this Agreement
transmitted by fax machine or e-mail shall be treated in all manners and respects
as an original document. The signature of any party on a copy of this Agreement
transmitted by fax machine or e-mail shall be considered for these purposes as an
original signature and shall have the same legal effect as an original signature. Any
such faxed or e-mailed copy of this Agreement shall be considered to have the
same binding legal effect as an original document. At the request of either party
any fax or e-mail copy of this Agreement shall be re-executed by the parties in an
original form. No party to this Agreement shall raise the use of fax machine or e-
mail as a defense to this Agreement and shall forever waive such defense.
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nonprofits and �ha��K A 11hliSS�OYI O�Chart 'd
the communities
they serve.
IN WITNESS WHEREOF,the parties have caused this Agreement to be duly executed
as of the date first written above,
CITY OF E
By:
Name:
Its:
IFF REAL ESTATE SERVICES, LLC
By: IFF, its Manager I n A
W
Name: Terri Haymaker
Its: Senior Vice President of Real Estate Services
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Attachment "A"
Scope of Work
1. Responsibilities of City of Elgin
a. Participate in meetings, facilitated by IFFRES, to reaffirm project goals.
b. Appoint one City of Elgin representative as IFFRES' main contact for the project.
C. Provide IFFRES with existing operating budget, current and historical financial
statements, copy of leases, mortgage information, floor plans, and any applicable
information related to City of Elgin's facilities.
d. Attend meetings facilitated by IFFRES on the progress of the project.
e. If applicable, provide for legal review of contracts and other legal documents, as
needed.
f. Review IFFRES' work product in a timely manner.
2. IFFRES Scope of Work—Facility Feasibility Analysis
a. Project Initiation
i. Review existing materials on the property at 600 South State, Elgin
including floor plans and/or drawings, prior facility assessments, historical
occupancy costs, building code violations, and any other pertinent
information.
ii. Lead project kick-off meeting with City of Elgin staff:
1. Confirm project goals in context of IFF's scope of work;
2. Discuss project timeline and important project
deadlines/meetings;
3. Identify main project contacts for IFF and City of Elgin and discuss
audience for final presentation;
b. Space Needs Program
i. At kick-off meeting or at a separate space planning meeting, NHS of Fox
Valley, United Way of Elgin, and Centro de Informacion will provide their
tenant square footage needs and participate in a conversation with up to
three other non-profits to discuss facility parameters including shared
building amenities and other important facility considerations.
ii. Develop preliminary space needs program and a potential development
scenario for City of Elgin's approval.
C. Facility Assessment
i. Conduct a site visit and complete an assessment of facility located at 600
South State, Elgin IL:
1. Assess the existing condition of the building, including code and
ADA compliance, and its systems, including structural, mechanical,
electrical, plumbing and roof;
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2. Identify facility renovations or improvements that would have to
be made to accommodate a proposed co-location facility for non-
profits; and
3. Prepare a cost estimate for both short- and long- term facility
improvements.
d. Market Analysis
i. Conduct market research in target area to determine a range of lease rates
for comparable facilities to support IFF's financial feasibility modeling.
e. Financial Feasibility Modeling
i. Prepare a project development budget using order-of-magnitude
construction cost estimates from the facility assessment, results of space
needs program and market conditions.
ii. Assess the financial implications of operating the facility as a proposed co-
location facility for non-profits.
iii. Prepare preliminary financing scenarios identifying potential funding
sources, supportable debt and any need for gap funding. Prepare an
operating pro forma for the building including tenant rent revenue and
occupancy costs to determine whether the facility will be financially viable;
and
1. Determine how much debt, if any, the project could support.
f. Presentation of Findings
i. Prepare a presentation that summarizes the results of IFF's analysis and
provides recommendations on developing a co-location facility for non-
profits; if appropriate, prepare one additional presentation for potential
non-profit tenants.
ii. Present findings to appropriate staff and board from the City of Elgin and
non-profit participants.
3. Schedule
IFFRES' Scope of Work will take 12-16 weeks to complete.
4. Result
The result of Project Services work will be the development of a facility plan for 600 South
State that provides an operating model and recommendations on how to co-locate non-
profits.
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Attachment "B"
Cost Schedule
1. Fee for Project Services Flat Fee of$12,000
2. Billing
City of Elgin will be billed on a milestone basis according to the following schedule:
• Milestone 1: 33%of fee upon onset of project
• Milestone 2: 33%of fee upon submission of the space needs program
• Milestone 3: 34%of fee upon submission of the draft presentation
The fee for any work performed as an Adjustment of Scope shall be as may be mutually
agreed upon in writing by IFFRES and City of Elgin and will be added as a final milestone
to the existing milestone schedule above. The fee for any such additional work performed
as an Adjustment of Scope shall be based upon the following schedule:
3. Project Staff
Senior Vice President of Real Estate Services $175 per hour
Managing Director, Real Estate Services $150 per hour
Senior Project Manager $135 per hour
Project Manager $115 per hour
Senior Owner's Representative $135 per hour
Owner's Representative $115 per hour
4. Costs and Expenses
City of Elgin also agrees to pay IFFRES all reimbursable expenses, including but not
limited to:
a. Travel-related costs such as parking, cab fare and mileage.
b. The work of other professionals who may be employed in connection with the
project. IFFRES will seek authorization from City of Elgin prior to employing any such
professionals.
In no event shall such reimbursable expenses exceed a total of $1,000.00 without prior
written authorization from City of Elgin.
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