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HomeMy WebLinkAboutGreater Cedar Valley Alliance-Professional Services Agreement-04.27.2009 . Moog. 365 PROFESSIONAL SERVICES AGREEMENT ' THIS AGREEMENT, made and entered into this./-7°) Match, day of 2009, by and between the Greater Cedar Valley Alliance (GCVA) whose address for the purpose of this agreement shall be 10 West 4th Street, Suite 310, Waterloo, Iowa 50701 (referred to as the "Client"), and the City of Waterloo (referred to as the "City"). WHEREAS, City desires to engage the services of Client to furnish technical and professional assistance in connection with the economic development in Waterloo and including, but not limited to, implementing the "Economic Development Plan;" and the Client has indicated its willingness to provide such technical and professional services to the City. In turn, the City supports the Client with its commitment of policy leadership, staff resources, and an annual funding contribution to support the Client's ability to serve the City. NOW, THEREFORE, the parties mutually agree as follows: A. Scope of Client Services The Client agrees to perform in good professional manner the "services outlined in Attachment"A"; a copy of which is attached and made a part of the Agreement. B. Materials to be Provided by the City In the event that any information, data, reports, records and maps exist, are avail- able to the City, and may be useful for Client's carrying out the services of the Agreement, these materials shall be promptly furnished to the Client without its cost or expense. C. Meetings and Reports Upon reasonable notice and availability the client agrees to attend a reasonable number of meetings with the City of Waterloo, and staff and is directly relevant to the Client's mission statement. In addition, the Client will produce reports, studies, and memorandums in connection with carrying out the services outlined in the Agreement with the City. The City shall have the opportunity to participate in the formulation of policy and in the overall direction of GCVA through membership on the Board of Directors of GCVA. The Mayor of the City shall be a member of the Board of Directors. D. Subcontractors Client may elect to use subcontractors to perform certain portions of the services. Client shall remain responsible for all services. E. Changes Any changes in the Agreement, including Scope of Client Services and any modification of the amount of compensation, shall be first mutually agreed upon by City and incorporated into a written amendment. Page Two Professional Services Agreement F. Compensation and Payment Method For service to be rendered under this Agreement, the City shall pay Client's fee of $85,000 for FY2009, and FY2010. Payments shall be made quarterly (September, December, March and June) of the respective year in which said payment is due ensuring the Client has adequate cash flow to carryout the "Scope of Work." Payments shall be made generally thirty (30) days after presentation of an invoice by Client. G. Time of Performance and Delays beyond Client's Control The services of the Client shall begin upon receipt of an executed copy of this Agreement, and shall, except for causes beyond Client's control, be completed in a timely manner. The completion of services by Client shall be contingent, among other things, upon the timely receipt from the City, data and reports described in Paragraph B above. Further, the Client shall not be in default by reason of any failure in terms, if such failure arises out of reasonable causes beyond the control and without the fault or, negligence of the Client. Such causes may include, but are not limited to, acts of government in its sovereign capacity, fires, floods, epidemics, strikes or unusually severe weather. H. Non-Discrimination Client agrees not to discriminate by reason of age, race, religion, color, sex, natural origin, or handicap unrelated to the duties of a position of applicants for employment or employees as to terms of employment, promotion, demotion or transfer, recruitment, layoff or termination, compensation, selection for training, or participation in recreational and educational activities. Extra Work If requested and authorized in writing by the City and approved by Client, Client will be available to furnish or obtain from others extra work and be compensated for said work beyond the lump sum amount fixed in Paragraph F above. Extra work can be work of the following type: 1. Extra Work due to changes in the general scope of the work, including, but not limited to changes in size, complexity, or character of the work items. 2. Additional or extended services including administration due to: a) the prolongation of the Agreement time through no fault of Client b) the acceleration of work schedule involving services beyond normal working hours; or c) nondelivery of any materials, data or other information to be furnished by the City or others not within the control of Client Page Three Professional Services Agreement 3. Other additional services requested and authorized by the City, which are not otherwise provide for under this Agreement. The fee for any extra work shall be mutually determined by the City and the Client and incorporated in written signed amendment to the Agreement. J. Notices All notices, communication and/or demands given pursuant hereto shall be in writing and shall be deemed sufficient if sent by certified mail, return receipt requested, addressed as set forth in the first paragraph hereto. The date of mail shall be deemed the date of service. Either party may change the address for notice by the aforesaid procedure. K. Entire Agreement This Agreement and the matter expressly referred to here constitute the entire Agreement between the parties. No representations, warranties, undertakings or promises have been made by either party hereto unless expressly stated herein. All amendments hereto, if any, shall be in writing and expressed by the parties. IN WITNESS WHEREOF, Client and City have executed and delivered this Agreement all on the date first above written. CLIENT CITY GREATER CEDAR VALLEY ALLIANCE CITY OF WATERLOO By: By: teven J. ust Tim Hurley, Mayor President& CEO WITNESS: WITNESS: Cd-‘4A— Date: 22 l v v Date: - v 9j ATTACHMENTS "A" Scope of Client Services Greater Cedar Valley Alliance (GCVA) is a key partner in the City of Waterloo's economic development program. GCVA will implement the following strategies: a. Implement an aggressive Cedar Valley marketing program to seek and attract new industry consistent with plans and policies of the City. b. Coordinate and accommodate industry that inquires or has been attracted by GCVA. Share information with the City of Waterloo as with other Economic Development organizations. c. Cooperate with the City of Waterloo in the planning of infrastructure by relaying information about the desires and needs of prospects. d. Involve the City staff with existing business retention and expansion program. e. Generate and update data needed for business development. f. Continue relationship with the Iowa Department of Economic Development and coordinate projects and activities of mutual benefit. g. Support venture and seed capital opportunities. h. Continue fostering cooperation between labor and management. i. Assist in the preparation and monitoring of state-funded assistance programs (i.e. HQJC, Enterprise Zone, etc.). j. Coordinate redevelopment of TechWorks Campus. k. Be involved in other development and workforce related projects and issues at the request of the Mayor subject to Paragraph I of the Professional Services Agreement between the City and GCVA.