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HomeMy WebLinkAboutVandewalle-downtown redevelopment ($72,000)-6/5/2017May 30, 2017 Agreement for Implementation Services 2018 THIS AGREEMENT is made and entered into by and between the "Client" City of Waterloo, Iowa, and VANDEWALLE & ASSOCIATES, Inc., Madison, Wisconsin, a professional planning and design firm. Article 1 Scope of Work A. VANDEWALLE & ASSOCIATES agrees to provide the following "Services": WORK ELEMENT 1: DOWNTOWN MASTER PLAN IMPLEMENTATION VANDEWALLE & ASSOCIATES will work with the City to expand and implement the detailed development plan for downtown Waterloo, to include the following: a. Continue to development and implement the downtown Master Plan, including both priority projects and new redevelopment sites on the east side b. Assist in creating an overlay zoning district that incorporates design standards for the Downtown Master Plan area, including redevelopment sites and renovation of existing properties c. Assist with financing strategies that promote economic development, such as tax increment financing d. Assist the City in implementation of downtown housing, including Arts Mall Mixed -Use development, proposed residential between Single Speed and the SportsPlex, and redevelopment of 302 Commercial e. Coordinate with the City on east side neighborhood implementation, such as the Walnut neighborhood and Highway 63 corridor Vandewalle & Associates 120 East Lakeside Street • Madison, Wisconsin 53715 • 608 255-3988 • 608 255-0814 Fax 247 Freshwater Way • Suite 530 • Milwaukee, Wisconsin 53204 • 414 988-8631 va@vandewalle.com Shaping Places, Shaping Change VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Service' 2018 May 30, 2017 2 E Continue to develop streetscape, wayfinding, and signage reconunendations g. Advise the City about coordination of downtown marketing effort h. Assist the City in implementing the projects in the Waterloo Reinvestment District i. Coordinate with the City on East 4th Street Development j. Coordinate with the City on a possible SSMID k. Assist the City in coordinating the'I'echWorks development to be functionally integrated into the current perception of downtown, and partnered into adjacent and related development through regular calls, DBMT meetings, and review of materials 1. Assist the City in downtown programming, utilizing expertise and activities of Leisure Services, Main Street Waterloo, and the Waterloo Center for the Arts to leverage downtown venues with Downtown Master Plan m. Assist the City on planning for improvements to the Waterloo Regional Airport n. Provide general assistance to the City as requested WORK ELEMENT 2: COORDINATION FOR PMT/DBMT PROCESS VANDEWALLE & ASSOCIATES with the assistance of City Staff, manage and coordinate the Project Management Team, to include the following: a. Identify priority focus areas and set related meeting agendas b. Facilitate Project Management Team and project -specific Design -Build Management Team meetings monthly or as needed c. Facilitate the Design Build Management Team process, including providing agendas, guidance, and recommendations on design review elements WORK ELEMENT 3: SUPERBLOCK REDEVELOPMENT VANDEWALLE & ASSOCIATES with the assistance of City Staff, coordinate the redevelopment of the properties in the Superblock. (Note: Superblock is a VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Sen) icos 2018 May 30, 2017 3 four -block arca around the Convention Center, including the Ramada hotel, parking structure, Courier building, and Cedar River Plaza building) to include the following: a. Advise on use, density, and programming for Courier Block and adjacent buildings and sites, including both existing and future catalytic redevelopment sites b. Advise on priorities for phased development of Superblock properties c. Assist developer and others in coordinating site planning and architect's design review on Courier Block or other adjacent proposed development d. Advise on Ramada/Convention Center redevelopment, as directed by the City e. Advise on redevelopment opportunities for the Cedar River Plaza building, including appearance improvements, river access options, and suggestions for tenant mix f. Develop and track funding sources WORK ELEMENT 4: CEDAR RIVER INFRASTRUCTURE PROJECTS AND PROGRAMMING VANDEWALLE & ASSOCIA I"ES, will work with the City to activate the downtown plan for the Cedar River including: a. Work with the City and the Waterloo Development Corporation to identify an operator and operating plan for the Marina b. Develop programming for downtown transient boat docking c. Provide advice on kayak course, fishing derbies, flatwater paddling, and other recreational programming opportunities d. Develop and maintain implementation strategy and operating plan, including project roles and responsibilities as the Cedar River project is implemented e. Identify and track funding opportunities applicable to the project f. Coordinate with the Cedar River programming committee as it relates to the scope of the Waterloo Downtown Master Plan area g. Continue to refine RiverLoop infrastructure plan and associated funding strategy, and assist in related marketing initiative VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2018 May 30, 2017 4 WORK ELEMENT 5: PUBLIC MARKET OPERATIONS COORDINATION VANDEWALLE & ASSOCIATES, as directed by the client, will assist the City in coordination of Public Market project including: a. Assist the City on business model, lease, and operating agreements b. Assist the City on market layout and marketing/promotions strategy WORK ELEMENT 6: FUNDING PROCUREMENT AND TRACKING VANDEWALLE & ASSOCIATES, at the direction of City Staff, will assist in developing a funding strategy to include the following: a. Develop and track sources of and deadlines for federal, state, and local funding opportunities b. Position projects by developing white papers and communication strategics to help recruit funding sources c. Track the Transportation Investment Generating Economic Recovery (TIGER) federal grant program, particularly as related to the City's University Avenue project. WORK ELEMENT 7: REDEVELOPMENT IMPLEMENTATION OF PRIORITY PROJECTS VANDEWALLE & ASSOCIATES, as additional priority projects are identified during the contract period, will assist the City with general project management to include the following: a. Project concept design and refinement b. Participate in property owner negotiations and relocation strategies c. Participate in developer recruitment and negotiations d. Assist in financing strategy development e. Assist in design and development review B. Additional Services may be provided at the request of the client through a 'Work Order". These services may include extra travel and meeting expenses or white papers. VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2018 May 30, 2017 5 C. VANDEWALLE & ASSOCIATES agrees to provide its professional Services in accordance with generally accepted standards of its profession. Article II Client's Responsibilities A. Client agrees to provide VANDEWALLE & ASSOCLkIES with all base maps, blueprints, aerial photos, studies, reports, and ordinances needed to complete these Services. VANDEWALLE & ASSOCIATES may reasonably rely on the accuracy and completeness of these items. Client agrees to provide these items and to render decisions in a timely manner so as not to delay the orderly and sequential progress of VANDEWALLE & ASSOCIATES Services. B. The administrative liaison between VANDEWALLE & ASSOCIATES and the Client will be Noel Anderson, Community Planning Director. C. Client agrees that the following individuals are approved to authorize Additional Services via a Work Order: Name Title Name Title D. Client understands that any work product delivered in electronic form under this Agreement may require Client to use certain thud -party hardware and/or software products. Client shall be solely responsible for obtaining licenses to use such third -party software. VANDEWALLE & ASSOCIATES makes no warranties or representations as to the quality, capabilities, operations, performance or suitability of any third -party hardware or software including the ability to integrate with any software currently in use by the Client. Client acknowledges that the quality, capabilities, operations, performance, and suitability of any third -party hardware or software lies solely with Client and the vendor or supplier of that hardware or software. E. If Client makes any modifications to Deliverables, Client shall either 1) obtain the prior written consent of VANDEWALLE & ASSOCIATES; or 2) remove VANDEWALLE & ASSOCIA IES name from the Deliverables. In the event that Client selects option #2, VANDEWALLE & ASSOCIATES shall not be liable or otherwise responsible for such modifications or their effect on VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2018 May 30, 2017 6 the results of the implementation of the recommendations contained in such Deliverables. Article III Estimated Schedule Services in this Agreement shall commence July 1, 2017 and be in effect a maximum of one year, unless the parties agree otherwise. B. VANDEWALLE & ASSOCIATES shall render its Services as expeditiously as is consistent with professional skill and care. During the course of the Project, anticipated and unanticipated events may impact the Project schedule and VANDEWALLE & ASSOCIATES shall not be responsible for any delays caused by factors beyond its reasonable control. Article IV Costs and Payment A. All work will be completed on a time and materials basis with the budget for the Project set at $72,000 (billing at an average $6,000 monthly). Client acknowledges that significant changes to the Project schedule, budget or Project's scope may require Additional Services for which the parties may (but are not required to) enter into a separate Work Order (see Article I.B.). B. VANDEWALLE & ASSOCIATES shall send Client an invoice for Professional Fees and Reimbursable Expenses once a month. Client shall pay VANDEWALLE & ASSOCIATES the amounts due under such invoice upon receipt of such invoice. A service charge of 1.5% per month may be charged on all amounts more than 30 days after date of invoice. Article V Termination A. Either Client or VANDEWALLE & ASSOCIATES may terminate this Agreement upon seven days written notice. B. If terminated, Client agrees to pay VANDEWALLE & ASSOCIATES the hourly rates for all Services rendered and Reimbursable Expenses incurred, up to the date of termination. C. Upon not less than seven days' written notice, VANDEWALLE & ASSOCIATES may suspend the performance of its Services if Client fails to pay VANDFWALLE & ASSOCIATES in full for Services rendered or Reimbursable VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2018 May 30, 2017 7 Expenses incurred. VANDEWALLE & ASSOCIATES shall have no liability because of such suspension of service or termination due to nonpayment. Article VI Dispute Resolution VANDEWALLE & ASSOCIATES and Client agree to mediate claims or disputes arising out of or relating to the Agreement. The mediation shall be conducted by a mediation service acceptable to the parties. A demand for mediation shall be made within a reasonable time after a claim or dispute arises. In no event shall any demand for mediation be made after such claim or dispute would be barred by the applicable law. Article VII Intellectual Property; Confidentiality A. Except as otherwise provided by law: upon payment in full by Client to VANDEWALLE & ASSOCIATES for Services rendered and Reimbursable Expenses incurred pursuant to this Agreement, VANDEWALLE & ASSOCIATES shall grant Client a non -transferable, non-exclusive, perpetual license to use any and all Work Product developed or produced by VANDEWALLE & ASSOCIATES pursuant to this Agreement. As used in this Agreement, "Work Product" means all inventions, processes, data, documents, drawings, records, and works of authorship, whether or not copyrightable or patentable, that are originated or prepared by VANDEWALLE & ASSOCIATES in the course of rendering the Services under this Agreement. Until Client pays VANDEWALLE & ASSOCIATES in full for Services rendered and expenses incurred pursuant to this Agreement, Client may not use any Work Product to complete the Project with others unless VANDEWALLE & ASSOCIATES is in material breach of this Agreement. B. Except as otherwise provided by law: Client shall not communicate, publish, or otherwise disclose to a third party or authorize or induce anyone else to use, communicate, publish, or otherwise disclose, any nonpublic information pertaining to VANDEWALLE & ASSOCIATES, including, without limitation, any information relating to pricing, products, or ideas of VANDEWALLE & ASSOCIATES. Until VANDEWALLE & ASSOCIATES is paid in full by Client for Services rendered and expenses incurred pursuant to this Agreement, Client shall not communicate, publish, or otherwise disclose to any third party, any information pertaining to or summaries of the Work Product. VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Semites 2018 May 30, 2017 8 Article VIII Miscellaneous Provisions A. Iowa law governs this Agreement (without regard to its conflict of law principles or rules of construction concerning the draftsman hereof). B. This Agreement is the entire and integrated agreement between the Client and VANDEWALLE & ASSOCIATES, and supersedes all prior negotiations, statements or agreements, either written or oral, with regard to its subject matter. This Agreement may be amended only by written instrument signed by both Client and VANDEWALLE & ASSOCIATES. Neither party can assign this Agreement without the other party's prior written permission. C. Notwithstanding any other term in this Agreement, VANDEWALLE & ASSOCIATES shall not control or be responsible for another party's means, methods, techniques, schedules, sequences or procedures, or for construction safety or any other related programs. D. The parties acknowledge that society has become more and more litigious over the years. Despite having done everything right and fulfilling its obligations under this Agreement, VANDEWALLE & ASSOCIATES may be brought into a lawsuit or other action regarding the Project or other activities of the Client. To avoid VANDEWALLE & ASSOCIA IES from incurring significant financial obligations when it has properly performed under this Agreement, Client agrees to indemnify, defend and hold VANDEWALLE & ASSOCIATES, its agents and employees harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses (including reasonable attorneys' fees), arising out of the Project or the performance or non-performance of obligations under this Agreement, except to the extent the same are directly caused by VANDEWALLE & ASSOCIATES' negligence or willful misconduct related to this Agreement. E. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees (including legal and accounting fees), costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, all costs of appeals. For purposes of this provision, "prevailing party" shall include a party that dismisses an action in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2018 May 30, 2017 9 F. VANDEWALLE & ASSOCIA'I'hS reserves the right to include representations of the Project in its promotional and professional materials. G. In order for VANDEWALLE & ASSOCIATES' to provide cost effective services, the parties agree that VANDEWALLE & ASSOCIATES shall not be liable to client or any third party for any losses, lost profits, lost data, consequential, special, incidental, or punitive damages, delays, or interruptions arising out of or related to this Agreement, regardless of the basis of the claim. VANDEWALLE & ASSOCIATES' aggregate liability (including attorneys' fees) to Client shall not exceed the amount of fees actually paid to VANDEWALLE & ASSOCIATES by Client with regard to the Services or the Work Order for which liability has been asserted. IN WITNESS WHEREOF, the parties hereto entered into this Agreement as of the latest date noted, below. City of Waterloo By: /s - Signature - Signature of Authorized Representative i P" e ' Date €V- r \ 4- Printed Name VANDEWALLE & ASSOCIATES, INC. BY: 1(A00(A4b& 0-1/ ,Z Nonna Anderson, Business Manager Date V ANEW ALLE & ASSOCJA 1 h.S City of Waterloo / Implementation Sctwices 2018 May 30, 2017 10 ATTACHMENT ONE FEE SCHEDULE Hourly Rates Company President $220 to $250 Principal $160 to $220 Associate $95 to $120 Assistant $75 to $90 GIS Analyst/Cartographer $75 to $90 Communications Specialist $75 to $95 Project Assistant $40 to $65