HomeMy WebLinkAboutVandewalle - PSA - 6/17/2019Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
VANDEWALLE &
ASSOCIATES INC.
June 10, 2019
Agreement for Implementation Services 2019-2020
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 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 develop and implement the downtown Master
Plan, including both priority projects on both the east and west
sides;
b. Continue to assist in launching new redevelopment sites and
uses for the project "pipeline" on both the west and east sides,
including the Walnut neighborhood and Highway 63 corridor;
c. 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;
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
www.vandewalle.com
Shaping places, shaping change
VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2019-2020
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d. Assist with financing strategies that promote economic
development, such as tax increment financing;
e. Advise the City about coordination of downtown marketing
effort;
f. 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;
g. Assist the City on planning for improvements to the Waterloo
Regional Airport;
h. Provide general assistance to the City as requested
WORK ELEMENT 2: COORDINATION FOR PMT/DBMT PROCESS
With the assistance of City staff, VANDEWALLE & ASSOCIATES will
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 on a monthly basis
or as needed;
c. Facilitate the Design Build Management Team process,
including providing agendas, guidance, and recommendations
on design review elements
WORK ELEMENT 3: EAST SIDE PROJECTS
VANDEWALLE & ASSOCIATES will:
a. Coordinate with the City on East 4th Street Development;
b. Coordinate with the City on a possible SSMID;
c. Work with City, property manager, owners, and future
developer to reposition Black's Building as a catalytic
redevelopment project, as well as adjacent blocks for
redevelopment;
d. Advise on implementation of Walnut Street Neighborhood
planning efforts;
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e. Advise on Opportunity Zone projects, including packaging
projects for investment, developer recruitment, design concept
development
WORK ELEMENT 4: DOWNTOWN HOUSING
VANDEWALLE & ASSOCIATES will:
a. Assist the City in implementation of downtown housing,
proposed residential between Single Speed and the SportsPlex;
b. Provide design review and concept development for East side
projects;
c. Other strategic downtown infill sites, as opportunities are made
available
WORK ELEMENT 5: MARINA SITE
VANDEWALLE & ASSOCIATES will:
a. Work with the City and the Waterloo Development
Corporation to identify an operator and operating plan for the
Marina, including multi -family housing,
paddlesports/recreation business, and other uses;
b. Help recruit and vet additional housing and retail/commercial
prospects for the Marina site;
c. Assist with relocation of dek hockey to marina site
WORK ELEMENT 6: CEDAR RIVER PROJECTS & PROGRAMMING (NON -
MARINA)
VANDEWALLE & ASSOCIATES will work with the City to activate the
downtown plan for the Cedar River including:
a. Develop programming for downtown transient boat docking;
b. Provide advice on kayak course, fishing derbies, flatwater
paddling, and other recreational programming opportunities;
c. Develop and maintain implementation strategy and operating
plan, including project roles and responsibilities as the Cedar
River project is implemented;
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d. Identify and track funding opportunities applicable to the
project;
e. Coordinate with the Cedar River programming committee as it
relates to the scope of the Waterloo Downtown Master Plan
area;
f. Continue to refine RiverLoop infrastructure plan and
associated funding strategy, and assist in related marketing
initiative
WORK ELEMENT 7: IOWA REINVESTMENT DISTRICT
IMPLEMENTATION (NON -MARINA)
a. Assist the City in planning for redevelopment of the
TechWorks outlots, such as the marina site, retail sites, and
sports -related uses, and including efforts to functionally
integrate TechWorks into the downtown redevelopment Master
Plan. These efforts will be conducted through regular calls,
DBMT meetings, and review of materials;
b. Assist the City in implementing the projects in the Iowa
Reinvestment District, including new opportunities in hotel,
hospital, retail, and multi -family housing
WORK ELEMENT 8: SPORTS RECREATION DISTRICT
a. Advance the Recreation Sports District, including specific
projects that support the district such as a second ice facility
(youth hockey/curling/restaurant);
b. Assist in relocation of the dek hockey rink to support expanded
use, and efforts to support expansion youth hockey;
c. Assist in strategy for marketing Sports Recreation District for
current uses and future opportunities, in collaboration with the
Experience Waterloo and the Sports Commission
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WORK ELEMENT 9: SUPERBLOCK REDEVELOPMENT
With the assistance of City staff, coordinate the redevelopment of the
properties in the Superblock. (Note: Superblock is a four -block area
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 redevelopment opportunities for the Cedar River
Plaza building, including appearance improvements, river
access options, and suggestions for tenant mix;
e. Develop and track funding sources
WORK ELEMENT 10: STREETSCAPE, WAYFINDING, SIGNAGE
VANDEWALLE & ASSOCIATES will continue to develop streetscape,
wayfinding, and signage recommendations, including industrial park
and business park signage.
WORK ELEMENT 11: BLIGHT ELIMINATION AND PROPERTY
ACQUISITION
a. Continue to update map and strategy with blight elimination
and property acquisition targets;
b. Track property owner, assessed value, and anecdotal
information regarding asking price, business status, and other
relevant details
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WORK ELEMENT 12: DEVELOPER RECRUITMENT ASSISTANCE
As additional priority projects are identified during the contract period,
assist the City with developer recruitment activities, including:
a. Project concept design and refinement, including design
services to review architecture and graphic services to advance
specific projects;
b. Participate in property owner negotiations and relocation
strategies;
c. Participate in developer recruitment and negotiations, such as
RFP/RFPs development, evaluation of responses, and
developer selection;
d. Assist in financing strategy development;
e. Assist in design and development review
WORK ELEMENT 13: FUNDING PROCUREMENT AND TRACKING
At the direction of City staff, provide assistance 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 strategies to help recruit funding sources;
c. Track the Better Utilizing Investments to Leverage
Development (BUILD) federal grant program, particularly as
related to the City's University Avenue project;
d. Support and assist the City in implementing the federal
Opportunity Zone program, including design concept
development and funding structures
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.
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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 & 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.
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
VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2019-2020
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the results of the implementation of the recommendations contained in such
Deliverables.
Article III Estimated Schedule
A. Services in this Agreement shall commence July 1, 2019 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
VANDEWALLE & ASSOCIATES in full for Services rendered or Reimbursable
VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2019-2020
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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, VANDEWALT E &
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 Services 2019-2020
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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
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 2019-2020
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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.
IN WITNESS WHEREOF, the parties hereto entered into this Agreement as of the latest
date noted, below.
City of Waterloo
By:
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Signature of Authorized Representative Date
By:
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VANDEWALLE & ASSOCIATES City of Waterloo / Implementation Services 2019-2020
June 10, 2019 12
ATTACHMENT ONE
FEE SCHEDULE
Hourly Rates
Company President $220 to $250
Principal $175 to $220
Associate $95 to $120
Assistant $75 to $95
GIS Analyst/Cartographer $75 to $90
Communications Specialist $75 to $120
Project Assistant $40 to $65