HomeMy WebLinkAboutMain Street Waterloo-Professional Services Agreement-05.26.2009 io. � oo�y-y ��
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 7 day of Af\ , 2009,by
and between Main Street Waterloo, whose address for the purposes of this agreement shall be
329 East 4th Street, Waterloo, Iowa 50703 (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 redevelopment of downtown Waterloo and
including,but not limited to, implementing the"Downtown Urban Renewal Plan"; and the Client
has indicated its willingness to provide such technical and professional services to the City.
NOW, THEREFORE, the parties mutually agree as follows:
A. Scope of Client Services
The Client agrees to perform in a good professional manner the "services outlined
in Attachment"A"; a copy of which is attached and made a part of this
Agreement.
B. Materials to be Provided by the City
In the event that any information, data, reports, records and maps exist, are
available 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,the client agrees to attend a reasonable number of
meetings with the City of Waterloo, and staff during the life of the Agreement. In
addition, the Client will produce reports, studies and memorandums in connection
with carrying out the services outlined in the Agreement with the City.
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 this 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.
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Professional Services Agreement
F. Compensation and Payment Method
For services to be rendered under this Agreement, the City shall pay Client's fee
of$30,000 from TIF revenue during the City's Fiscal year 2009 and 2010, which
commences July 1, 2009 and runs through June 30, 2010. Payments shall be
made on or by February 28 in the amount of $15,000 and by June 30 in the
amount of $15,000 of the respective year in which said payment is due but
normally 30 days after tax receipts have been deposited to the City of Waterloo
upon 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 either its sovereign capacity, fires,
floods, epidemics, strikes and 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 study, including, but
not limited to changes in size, complexity, or character of the work items.
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Professional Services Agreement
2. Additional or extended services including study 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
3. Other additional services requested and authorized by the City which
are not otherwise provided 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 mailing
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 herein 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 executed by the parties.
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Professional Services Agreement
IN WITNESS WHEREOF, Client and City have executed and delivered this Agreement all on
the date first above written.
CLIENT CITY
MAIN STREET WATERLOO CITY OF WATERLOO
By: By:
Melissa McKean, President Tim Hurley, Mayor
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41 Witness:
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Date: -5 7 a Date: 3 O L '
ATTACHMENT "A"
Scope of Client Services
A. Coordinate efforts to attract office, retail and housing developers to commit to
developments downtown.
B. Coordinate the efforts of numerous Government agencies and Government programs
downtown.
C. Coordinate a comprehensive streetscape program, including storefront rehabilitation,
signage program and public improvements.
D. Coordinate a program of economic restructuring including the conversion of upper
floors for housing and offices.
E. Devise and implement a retail and commercial marketing program in conjunction
with existing and proposed downtown property owners and developers.
F. Coordinate, advise and implement a program on downtown property acquisition and
investment.
G. Coordinate a program which generates an inflow of money through positive
investments, development, renovation and rehabilitation and donations.
H. Implement a local and national public relations program.
I. Coordinate, advise and assist with the Downtown Urban Renewal Plan.
J. Implement the Waterloo Main Street Program.
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