HomeMy WebLinkAboutVanderwall & Assoc.-Professional Services Agreement-08.20.2007 .Dod 7- ? l 1
Vandewalle & Associates
INCORPORATED
August 14, 2007
Agreement for Implementation Services 2007-2008
THIS AGREEMENT is made and entered into by and between the "Client" City of
Waterloo, Iowa, and VANDEWALLE&ASSOCIATES,Madison, Wisconsin, a professional
planning and design firm.
Article I Scope of Work
A. VANDEWALLE&ASSOCIATES agrees to provide the following"Services":
Element One: RiverLoop Expo and Public Market
Manage and coordinate the development of the RiverLoop Expo and Public
Market with the assistance of City staff, to include the following:
a. Assist in completing ownership, maintenance, and scheduling
agreements with the Waterloo Convention and Visitors Bureau and
Five Sullivan Brothers Convention Center
b. Coordinate with the Public Market operators to review business
plans, create project teams, recruit tenants, and renovate the building
c. Identify grant funding (and prepare grant applications should Client
choose to prioritize our work and funding) for Public Market
construction and operations
Estimated budget::10,000
Element Two: RiverLoop Experience
Manage and coordinate the development of the RiverLoop Experience with
the assistance of City staff, to include the following:
a. Refine the RiverLoop marketing brochure (Printing costs not in the
scope of this contract)
b. Develop a marketing strategy for fundraising for the fundable
elements of the RiverLoop
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&ASSOCIA TES City of Waterloo / Implementation Services 2007-08
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Estimated budget:$10,000
Element Three: 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 way-finding and signage recommendations
c. Assist in creating an overlay zoning district that includes design
standards
d. Develop a marketing and positioning strategy to include
communication tools for lobbying, fundraising, developer
recruitment, and tenant recruitment
e. Assist with property owner negotiations and relocations
f. Assist with developer recruitment
g. Assist with financing strategies, such as tax increment financing
h. Participate in design review
Estimated budget:$10,000
Element Four: Cedar River Plaza Mixed-Use Development
Manage and coordinate the development of the private mixed-use
component of the Cedar River Plaza with the assistance of City staff, to
include the following:
a. Develop financing strategies
b. Participate in property owner negotiations
c. Participate in developer recruitment and negotiations
d. Participate in tenant recruitment and negotiations
e. Coordinate the design and construction of private and public
improvements
Estimated budget:$5,000
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Element Five: East 4th Street Development
Manage and coordinate the development of the East 4`h Street private
development and streetscape with the assistance of City staff, to include the
following:
a. Develop financing strategies
b. Participate in property owner negotiations
c. Participate in developer recruitment and negotiations
d. Participate in tenant recruitment and negotiations
e. Coordinate the design and construction of private and public
improvements
Estimated budget:$7,500
Element Six: Eastside Neighborhood Implementation
Manage and coordinate the implementation of the Eastside Neighborhood
Plan (to include the Rath neighborhood and the riverfront housing project)
with the assistance of City staff, to include:
a. Prioritize redevelopment sites and reinvestment areas
b. Create design standards
c. Participate in developer recruitment and negotiations
d. Assist in financing strategy development
e. Assist in design and development review
Estimated budget:$7,500
Element Seven: Downtown Land Banking Strategy and Business
Relocation
At the direction of City staff, assist with the acquisition of the sites identified
in the master plan update, to include the following:
a. Assist individual businesses to identify comparable sites
b. Participate in the property owner negotiation process
Estimated budget:$5,000
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Element Eight: General Project Management for Priority Projects
Assist the City with general project management relating to additional
priority projects (VIP Projects, Grout Museum, and others), 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
Estimated budget::5,000
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
Client agrees to provide VANDEWALLE&ASSOCIA TES 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&ASSOCIA I'ES Services.
B. The administrative liaison between VANDEWALLE&ASSOCIA TES and the
Client will be Don Temeyer, City Planner.
C. Client agrees that the following individuals are approved to authorize
Additional Services via a Work Order:
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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&ASSOCIA 1'ES 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 from date of execution, 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.
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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$60,000 (billing at an average $5,000 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.).
At the request of the client, budgets may be transferred from one element to
another.
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&ASSOCIA 1'hS
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.
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
VANDEWALLE&ASSOCIATES City of Waterloo / Implementation Services 2007-08
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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&
ASSOCIA I'ES 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.
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).
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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.
F. VANDEWALLE&ASSOCIATES reserves the right to include representations of
the Project in its promotional and professional materials.
•
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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:
8/vo/O7
Signature of Authorize epresentative Date
1-r-, 1- (LA- 1ty " ydr
Printed Name Title
VANDEWALLE&ASSOCIATES
By:
GLAAPAILAOcZt C91. o$\ 14 101
ian Vandewalle, President Date
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