HomeMy WebLinkAboutVandewallw & Associates-8/20/2012Vandewalle & Associates
INCORPORATED
To: Noel Anderson, Community Planning Director, City of Waterloo
From: Jenny Kurt, Administrative Services Manager
CC: Marta Nelson, Project Manager
Date: 8/9/2012
Re: Agreement for Implementation Services 2012-2013
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Enclosed are two original contract documents, forwarded to you for signature.
Please complete the names of those individuals authorized to approve Work Orders and
return one executed document for our files.
Contact our office with any questions.
Thank you.
120 East Lakeside Street • Madison, Wisconsin 53715 • 608 255-3988 • 608 255-0814 Fax
611 North Broadway • Suite 410 • Milwaukee, Wisconsin 53202 • 414 441-2001 • 414 732-2035 Fax
va@vandewalle.com
Shaping places, shaping change
•
Vandewalle & Associates
INCORPORATED
August 9, 2012
Agreement for Implementation Services 2012-2013
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 I Scope of Work
A. VANDEWALLE & ASSOCIATES agrees to provide the following "Services":
Work Element One: Downtown Development Plan Implementation
Work with the City to expand and implement the detailed development plan
for downtown Waterloo, to include the following:
a. Expand the block -by -block plan eastward
b. Develop wayfinding and signage recommendations
c. Assist in creating an overlay zoning district that includes design
standards
d. Assist with property owner negotiations and relocations
e. Advise the City on the developer recruitment process
f. Assist with financing strategies, such as tax increment financing
g•
h.
Participate in design review for the DBMT
Provide general assistance to the City as requested
i. Assist the City in implementation of the Urban Living Initiative
Assist the City in coordinating the TechWorks development to be
functionally integrated into the current perception of downtown,
and partnered into adjacent and related development
k. Advise the City about coordination of downtown marketing
effort
120 East Lakeside Street • Madison, Wisconsin 53715 • 608 255-3988 • 608 255-0814 Fax
611 North Broadway • Suite 410 • Milwaukee, Wisconsin 53202 • 414 441-2001 • 414 732-2035 Fax
va@vandewalle.com
Shaping places, shaping change
VANDEWAT.T.F & ASSOCIA1. S City of Waterloo / Implementation Services 2012-13
August 9, 2012 2
1. Assist the City in coordination of Public Market Project
m. Assist the City in coordination of the Arts Mall Mixed Use
Development
n. Coordinate with the City on East 4th Street Development
o. Coordinate with the City on Eastside Neighborhood
Implementation
Coordinate with the City on the possibility of a SSMID
P.
Work Element Two: Cedar River Projects
Assist with project development and programming along river's edge and
riverfront properties including:
a. Developing opportunities for downtown transient boat docking
b. Engaging in discussions with project partners and stakeholders,
including the US Army Corps, to coordinate river and river's
edge planning efforts, connection development opportunities
between East Lake and Cedar River,
c. Proving advice on kayak course and other recreational
programming opportunities
d. Develop and maintain implementation strategy and operating
plan
e. Define project roles and responsibilities as the project is
implemented
f. Identify and track funding opportunities applicable to the project
Work Element Three: Cedar Valley SportsPlex
With the assistance of City staff, manage and coordinate the development of
the Sports Center with the assistance of City staff, to include the following:
a. Coordinate and facilitate meetings of Design Build Management
Team, as needed
b. Advise as needed though construction
c. Assist the City to coordinate programming opportunities,
including events, parking, and other linkages with the RiverLoop
Public Market Co-op, Expo and Young Arena
VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Senices 2012-13
August 9, 2012 3
d. Advise on coordination of public parking within the area
e. Coordinate with the City on planning for additional health and
wellness taxable private development in downtown
Work Element Four: 5 Sullivan Brothers Convention Center
Superblock
With the assistance of City staff, manage and coordinate the development of
a catalytic development project, to include the following:
a. Develop and track funding sources and partners
b. Prioritize implementation phases
c. Coordinate with multiple project partners
d. Coordinate DBMT/PMT process
e. Advise City through terms of development agreement
f. Assist in coordinating site planning and architect's design review
Work Element Five: General Project Management for Priority Projects
As additional priority projects are identified during the contract period, assist
the City with general project management to include the following:
a. Project concept design and refinement
b. Participate in property owner negotiations
c. Participate in developer recruitment and negotiations
d. Assist in financing strategy development
e. Assist in design and development review
Work Element Six: RiverLoop Experience
With the assistance of City staff, manage and coordinate the development of
the RiverLoop Experience, to include the following
a. Coordinate final construction with project partners
b. Refine the RiverLoop marketing brochure (Printing costs not in
the scope of this contract)
c. Develop a marketing strategy for fundraising for unfunded
elements of the RiverLoop
VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2012-13
August 9, 2012 4
Work Element Seven: Funding Strategy
At the direction of City staff, provide assistance in developing a funding
strategy to include the following:
a. Develop and track sources of federal, state, and local funding
opportunities
b. Track ongoing updates and deadlines for federal funding
programs
c. Position projects by developing white papers and communication
strategies to help recruit funding sources
Work Element Eight: Project Management Team
With the assistance of City staff, manage and coordinate the Project
Management Team, to include the following:
a. Identify priority focus areas and setting the related meeting
agendas
b. Facilitate Project Management Team meetings on a monthly basis
or as needed
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.
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 VANDEWALT.F & ASSOCIATES 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.
VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2012-13
August 9, 2012 5
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 third -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 & ASSOCIATES 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
the results of the implementation of the recommendations contained in such
Deliverables.
Article III Estimated Schedule
A. Services in this Agreement shall commence July 15, 2012 and be in effect a
maximum of one year, unless the parties agree otherwise.
VANDEWALLE & ASSOCIA 1ES City of Waterloo / Implementation Services 2012-13
August 9, 2012 6
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% 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
VANDEWALLE & ASSOCIATES in full for Services rendered or Reimbursable
Expenses incurred. VANDEWALLE & ASSOCIATES shall have no liability
because of such suspension of service or termination due to nonpayment.
VANDEWALLE & ASSOCIA 1'ES City of Waterloo / Implementation Services 2012-13
August 9, 2012 7
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 & ASSOCIA TES 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 Services 2012-13
August 9, 2012 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 & ASSOCIATES 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
VANDEWAT.T.F & ASSOCIA 1ES City of Waterloo / Implementation Services 2012-13
August 9, 2012 9
due, performance of covenants allegedly breached, or consideration
substantially equal to the relief sought in the action or proceeding.
F. VANDEWALLE & ASSOCIATES 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.
VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2012-13
August 9, 2012 10
IN WITNESS WHEREOF, the parties hereto entered into this Agreement as of the latest
date noted, below.
By:
Ci of Waterloo
Signature of Authorized Representative
6-v\ks-f C . eAtui-I _
lOro i 9 --
Date
JILLIL
Printed Name
VANDEWALLE & ASSOCIATES, INC.
T�lte
Brian Vandewalle, President 1 ate
VANDEWALLE & ASSOCIA1ES City of Waterloo / Implementation Services 2012-13
August 9, 2012 11
ATTACHMENT ONE
FEE SCHEDULE
Hourly Rates
Company President $195 to $250
Principal $120 to $220
Associate $70 to $120
Assistant $60 to $80
GIS Analyst/Cartographer $60 to $80
Communications Specialist $60 to $85
Project Assistant $35 to $65