HomeMy WebLinkAboutGreater Cedar Valley Alliance-Professional Services Agreement-04.09.2007 9-C)
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into thisgWA day of42/ / , 2007, by and between the
Greater Cedar Valley Alliance (GCVA)whose address for the purposes of this agreement shall be 10
West 4th Street, 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 service 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 and availability the client agrees to attend a reasonable number of
meetings with the City of Waterloo, and staff that 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 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
$55,000 for FY2007 (July 1, 2006-June 30, 2007) and $85,000 for FY2008 (July 1, 2007-
June 30, 2008). 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". This contract shall be for the City fiscal year
2007 (July 1, 2006-June 30, 2007) and fiscal year 2008 (July 1, 2007 — June 30, 2008).
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.
I. 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.
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
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Professional Services Agreement
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.
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
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By: # ) By:
Steve . •ust Tim Hurley, Mayor
President& CEO
Witnes • Witnes -
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Date: 3 z Date: y 'ie) 7
ATTACHMENT "A"
Scope of Client Services
CVEDC is a key partner in the City of Waterloo's economic development program. Cedar Valley
will implement the following strategies:
a. Implement an aggressive marketing program to seek and attract new industry.
b. Coordinate and accommodate industry that inquires or has been attracted by Cedar
Valley. Share information leads with the City of Waterloo and 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 these prospects.
d. Involve the City Staff with existing business retention and expansion program.
e. Generate and update data needed for business development.
g. Assist and support efforts to attract a volume-housing builder to Waterloo in the $125,000 -
$150,000 price range.
h. Continue relationship with the Iowa Department of Economic Development and coordinate
projects and activities of mutual benefit.
i. Support venture capital opportunities.
j. Continue fostering cooperation between labor and management.
k. Assist in the preparation and monitoring of state-funded assistance programs (i.e. CEBA—
NJIP—Enterprise Zone etc.).
1. Coordinate, accommodate, and develop the Cedar Valley Techworks.
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