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HomeMy WebLinkAboutSERVICES AGREEMENT - VANDEWALLE & ASSOCIATES INC Sot Sycamore Street, Suite 222, Post Office Box 1497, Waterloo, Iowa 50704-1497 SUBCONSULTANT SERVICES AGREEMENT PROJECT NAME: U.S. Highway 63 Planning Study U.S. 218 to Donald Street("Project") Waterloo, Iowa This Agreement is by and between Subconsultant Vandewalle &Associates,Inc. ("Subconsultant") 120 East Lakeside Street Madison, Wisconsin 53715 Telephone and, 319.232.6531 Earth Tech, Inc. 501 Sycamore, Suite 222 Facsimile P.O. Box 1497 Waterloo, Iowa 50704-1497 31,.232.0271 Who agree as follows: Earth Tech hereby e . .es S `4 sultant to perform the services set forth in Part I("Services") and Subconsulta• agre per Form the Services for the compensation set forth in Part III. Subconsultant .nd ech .gree that this signature page, together with Parts I-IV and attachments ,-ferr:: erein .nd the Prime Agreement,constitute the entire agreement between them relati g to • ro.-i Agreement"). APPROV �� :' e�NSULTANT APPROVED FOIE EARTH TECH h/ 001 By: ` -= _ By: le...*---44-- Title: DW,n-e)c Title: Vice President Date: 12I2.cc\o7— Date: December 11, 2002 E A R T H `� T ECH A two INTERNATIONAL LTD.COMPANY PART I SUBCONSULTANT'S RESPONSIBILITIES A. SCOPE Earth Tech has submitted an Agreement for Professional Services to the City of Waterloo, Iowa, ("Client"),which is the Prime Agreement. The services to be provided by Subconsultant to Earth Tech are a portion of the services required under this agreement. The services to be provided shall include project inventory and data management,opportunity analysis, development of corridor alternatives,development of corridor plan,public participation,development of implementation strategies and project management. The services are further defined in the Prime Agreement and in Attachment A. The Subconsultant shall provide the services in accordance with the project schedule developed by Earth Tech's project manager for the Project. PART II EARTH TECH'S RESPONSIBILITIES Earth Tech shall, at its expense,do the following: A. INFORMATION/REPORTS Provide reports,studies and similar information provided to Earth Tech by Client relating to the Services. B. REPRESENTATIVE Designate a representative who shall have the authority to transmit instructions, receive information, interpret and define Earth Tech's requirements and make decisions with respect to the Services. C. DECISIONS Provide criteria and information as to Earth Tech's requirements for the Services, attend meetings and make decisions on matters relating to the Services. D. MEETINGS Advise the Subconsultant of review meetings with the Client and needed submittals for these meetings. -2- PART III SUBCONSULTANT COMPENSATION,BILLING,AND PAYMENT A. COMPENSATION Compensation for the Services shall be on a unit price basis in accordance with the cost summary provided in Attachment B. Maximum amount payable is the total cost of One Hundred Fifty-Eight Thousand Five Hundred Dollars($158,500.00),which shall not be exceeded without written approval of Earth Tech and concurrence by the Client. The Subconsultant is obligated to the conditions of the Form of Compensation article of the Prime Agreement as stated on the signature page of this Agreement. B. BILLING AND PAYMENT 1. Timing/Format Subconsultant shall bill Earth Tech monthly for Services completed at the time of billing. Such bills shall be prepared in a form and supported by documentation as Earth Tech may reasonably require, and as may be required by Client. Earth Tech shall pay Subconsultant within 10 days of payment to Earth Tech by Client, which payment shall be a condition precedent for payment under this Agreement, less any retainage by Client or otherwise specified in this Agreement. 2. Billing Records Subconsultant shall maintain accounting records of its costs in accordance with generally accepted accounting practices and, if required by the Prime Agreement, in compliance with Federal Acquisition Regulations. Access to such records will be provided during normal business hours with reasonable notice during the term of this Agreement and for 3 years after Iowa DOT audit of project costs. All invoices shall indicate Earth Tech project number and representative. L:\WORK\ADM IN\AGREE\SUB\VandewalleUS63.doc -3- PART IV SUBCONSULTANT STANDARD TERMS AND CONDITIONS 1. STANDARD OF CARE. Services shall be performed in accordance with(a)the modification. Payment to Subconsultant will be contingent upon receipt of such standard of professional practice ordinarily exercised by the applicable profession at the certificates. Annual renewal certificates shall be provided during the term of this time and within the locality where the Services are performed,and(b)applicable laws Agreement evidencing no reduction in required coverages. and regulations,including,but not limited to,laws and regulations for the protection of the environment. Subconsultant will,upon notice by Earth Tech,timely re-perform any 8. INDEMNIFICATION. To the fullest extent permitted by law,Subconsultant shall non-confomung services without additional compensation. If deficiencies are not defend, hold harmless and indemnify Earth Tech, its agents, employees and corrected in a timely manner,Earth Tech may cause the same to be corrected and deduct representatives from all claims, loss, liability, and damages (including reasonable costs incurred by reason of such deficiency from Subconsultant's compensation,and,if litigation costs)arising out of claims based on allegations of negligent acts or omissions Subconsultant's remaining compensation is not sufficient to reimburse Earth Tech for or resulting from breach of this Agreement by Subconsultant,or parties acting on its such costs,recover the same from Subconsultant. behalf in the performance of the Services. 2. CHANGE OF SCOPE. The scope of Services set forth in this Agreement is based 9. PROPRIETARY INFORMATION. Information relating to the Project,unless in on facts known at the time of execution of this Agreement. For some projects involving the public domain,shall be kept confidential by Subconsultant and shall not be made conceptual or process development services,scope may not be fully definable during available to third parties without written consent of Earth Tech. initial phases. As the Project progresses,facts discovered may indicate that scope should be redefined. Subconsultant will promptly inform Earth Tech in writing of such 10. INDEPENDENT CONTRACTOR. Subconsultant is an independent Contractor situations,and if the facts discovered constitute a material change in Project assumptions, and will maintain complete control of and responsibility for its employees, agents, the parties shall renegotiate this Agreement as necessary. No payment for services methods, and operations. Nothing contained in thus Agreement will create any beyond those described in the original scope will be authorized without a written contractual relationship between Client and Subconsultant amendment to this Agreement. 11. AMENDMENT. This Agreement,upon execution by both parties hereto,can be 3. SAFETY. Subconsultant shall establish and maintain programs and procedures for amended only by a written instrument signed by both parties. the safety of its employees. Subconsultant shall also comply with safety programs and procedures governing the Project site. Unless specifically set forth in this Agreement, 12. ASSIGNMENT/SUBCONTRACTING. Except for assignments(a)to entities Earth Tech specifically disclaims any authority or responsibility for general job site safety which control,or are controlled by,the parties hereto or(b)resulting from operation of and safety of persons other than Earth Tech employees. law,the rights and obligations of this Agreement cannot be assigned or subcontracted by either party without written permission of the other party. This Agreement shall be 4. DELAYS. If events beyond the control of Subconsultant,including,but not limited binding upon and inure to the benefit of any permitted assigns or subcontractors. to,fire,flood,explosion,not,strike,war,process shutdown,act of God or the public enemy,and act or regulation of any government agency,result in delay to any schedule 13. DISPUTE RESOLUTION. Parties shall attempt to settle disputes arising under established in this Agreement,such schedule shall be extended for a period equal to the this agreement by discussion between the parties senior representatives of management. delay. If any dispute can not be resolved in this manner,within a reasonable length of time, parties agree to attempt non-binding mediation or any other method ofaltemative dispute 5.TERMINATION/SUSPENSION. Either party may terminate this Agreement upon resolution prior to filing any legal proceedings. In the event any actions are brought to 30 days written notice to the other party. Earth Tech shall pay Subconsultant for all enforce this Agreement,the prevailing party shall be entitled to collect its litigation costs Services,including profit relating thereto,performed in accordance with the requirements from the other party. of this Agreement prior to termination. 14. NO WAIVER. No waiver by either party of any default by the other party in the In the event either party defaults in its obligations under this Agreement(including Earth performance of any particular section of this Agreement shall invalidate any other section Tech's obligation to make the payments required hereunder),the non-defaulting party of this Agreement or operate as a waiver of any future default,whether Ile or different in may,after 7 days written notice stating its intention to suspend performance under the character. Agreement if cure of such default is not commenced and diligently continued,and failure of the defaulting party to commence cure within such time limit and diligently continue, 15. NO THIRD-PARTY BENEFICIARY.Nothing contained in this Agreement,nor suspend performance under this Agreement the performance of the parties hereunder,is intended to benefit,nor shall inure to the benefit of,any third party,including Client's contractors if any. Subconsultant will,upon written notice from Earth Tech,suspend performance under this Agreement. In such event,Subconsultant will resume performance upon written notice 16. SEVERABILITY. The various terms,provisions and covenants herein contained from Earth Tech and an appropriate extension of time will be mutually agreed upon and shall be deemed to be separate and severable,and the invalidity or unenforceabilily of added to Subconsultant's time of performance. any of them shall not affect or impair the validity or enforceability of the remainder. 6. COORDINATION WITH OTHER CONTRACTORS. Subconsultant 17. AUTHORITY. The persons signing this Agreement warrant that they have the understands that other contractors may be engaged by Client or Earth Tech to perform authority to sign as,or on behalf of,the party for whom they are signing. services for the Project. Subconsultant shall perform Services in manner,sequence and timing to coordinate with services provided by such other contractors. 18. NOTICES. Any notice required hereunder shall be sent to the business address designated on the signature page of this Agreement and shall be deemed served if sent by 7. INSURANCE. Subconsultant shall maintain insurance coverages and performance registered or certified nail or hand-delivered to an officer or authorized representative of and payment bonds of the same type and with the same limits as required under the Prime the party to whom the notice is directed. Agreement. Minimum insurance requirements shall be as follows: 19. INCORPORATION OF PRIME AGREEMENT. Subconsultant agrees to be Comprehensive General Liability $i,000,000 occurrence/aggregate bound by the Prime Agreement or selected portions thereof which is/are attached to this Automobile Liability $1,000,000 occurrence/aggregate Agreement and incorporated by reference herein. Specifically,and without limitation,for Worker's Compensation/Employers Liability Statutory projects subject to the Federal Acquisition Regulations(FARs),Subconsultant agrees to Professional Liability $1,000,000 occurrence/aggregate comply with all applicable sections of the FARs. Umbrella Liability $2,000,000 occurrence/aggregate Earth Tech shall be named as an additional insured on the first two policies referred to 1_WORKAIDMIN,OFTE snvesoucoNsu Tc ,,95 above. Certificates evidencing such coverage will be provided to Earth Tech with the executed copy of this Agreement providing for 30 days written notice to Earth Tech prior to cancellation or Attachment A U.S. HIGHWAY 63 PLANNING STUDY CITY OF WATERLOO, IA VANDEWALLE & ASSOCIATES SCOPE OF SERVICES Work Element One: Inventory and Data Management Task 1.1-Inventory and Data Collection VANDEWALLE&ASSOCIA I ES will conduct an inventory of the Highway 63 corridor. The inventory will include the following elements: a. Population/Demographics: historical trends in population size, distribution,age,gender,household size, educational levels,and resident incomes. b. Housing Trends: historical trends in housing,including size,type,age,tenure mix,vacancy rates,housing prices,and rents compared to incomes. c.Transportation System: existing transportation system in the community and its immediate vicinity, including a review of the location,capacity, traffic cross section,and condition of Highway 63;existing public transit service;bikeways and walkways.This general analysis will also assess other arterial and collector streets that serve the neighborhoods. d. Community Facilities: conditions,capacity,locations,and service areas of public and private schools, libraries,police, fire and rescue facilities,medical facilities,park and recreational facilities,and community centers. e. Economic Base: existing economic activity within and near the neighborhoods,including number and type of jobs,mix of industries and retail uses,industry and occupation of employed residents,availability of sites for new commercial development and expansion,environmentally contaminated sites,and local economic development efforts. f.Land Use: existing land uses,and existing and potential land use conflicts. Task 1.2-Base Mapping VANDEWALLE&ASSOCIAI'ES will compile existing mapping data from City,County,State of Iowa and federal sources to produce a base map for corridor area,which will be used to produce maps for analysis. It is not anticipated that new aerial photography or field surveys will be completed. The City of Waterloo will be responsible for obtaining the rights to use the Black Hawk County digitized aerial photography and the electronic property line and ownership information for the study area. Task 1.3-Review of Existing Community Plans and Ordinances VANDEWALLE&ASSOCIATES will evaluate existing state and regional plans and studies that impact the growth and development of the corridor,including relevant studies from IDOT,and other state and federal agencies. VANDEWALLE&ASSOCIATES will review City plans and use in-house knowledge regarding the City Master Plan,the Capital Improvement Plan and City ordinances. 1 September 9,2002 Task 1.4-Data Synthesis and Analysis Report VANDEWALLE&ASSOCIATES will review and analyze the inventory information and prepare text,charts, tables,graphs, and maps that will provide detailed information for the remainder of the project. VANDEWALLE&ASSOCIAIES will prepare an inventory and analysis report to summarize the information obtained during this work element. Work Element Two: Opportunity Analysis Task 2.1-Development of Opportunity Analysis VANDEWALLE&ASSOCIATES will develop the Opportunity Analysis based on the priority areas identified by and for the small areas along the corridor,which will include recommendations for land use, transportation, neighborhood improvements,economic development,and urban design. The analysis will be presented in the form of annotated maps,images,sketches,and accompanying text. Work Element Three: Development of Corridor Alternatives Task 3.1—Development of Corridor Alternatives VANDEWALLE&ASSOCIATES will assist the Consultant Team in developing roadway alternatives, pedestrian/bikeway alternatives,enhancement concepts,land use alternatives, and urban design alternatives for the Highway 63 corridor. Work Element Four: Development of Corridor Plans Task 4.1-Development of Draft Corridor Plans VANDEWALLE&ASSOCIATES will develop the Corridor Plan,with assistance from the Consultant team, for each of the sub-areas along the corridor. A maximum of two sub-areas will be considered for the Draft Corridor Plans. VANDEWALLE&ASSOCIATES will develop the following elements of the Corridor Plans: • Summary of the inventory and public participation process. • A written and graphical analysis of future opportunities and challenges for the corridor and surrounding neighborhoods. • A general evaluation of existing and possible future business mixes along the corridor. • Potential future land uses along and surrounding the corridor,including opportunities for mixed-used and multi-family development as well as rehabilitation of existing structures. • Recommended development character of future land uses,including density,building design, setbacks/building orientation,parking,landscaping,signing,and site layout. 2 September 9,2002 • Opportunities for restoration of natural systems,especially for storm water management. • Opportunities for drainage improvements at the railroad underpass. • Enhancement concepts, such as landscaping,streetscaping,and lighting. • Opportunities for bicycle and pedestrian accommodations. • Consideration of an implementation strategy for achieving the recommendations,including capital improvements,regulations,redevelopment incentives,business recruitment,partnerships, and funding strategies. VANDEWALLE&ASSOCIATES will provide 25 copies of each of the Draft Corridor Plan documents. Task 4.2-Refinement of Corridor Plans Based on community feedback,VANDEWALLE&ASSOCIATES will make one round of edits to the Corridor Plan elements listed above. VANDEWALLE&ASSOCIATES will provide 25 copies of each of the Final Corridor Plan documents. Work Element Five: Public Involvement Task 5.1- Corridor-Wide Forum VANDEWALLE&ASSOCIATES will facilitate a corridor-wide forum that will be conducted to identify the public's perception of a wide variety of issues along the corridor. The community-at-large will be invited as well as property and business owners within the corridor and key community leaders. The corridor-wide forum is anticipated to be a 3-hour session including a series of activities,which will address quality of life issues in the general project area. These issues include identifying what basic services are lacking in the corridor,how the area surrounding the corridor could better serve the community,what small areas could the corridor be broken into to make this project more manageable,and what resources could be utilized. The intent of this corridor-wide forum is to bring everyone together to gauge community needs,priorities,and issues. The Consultant team will organize and conduct the forum,with assistance from the City. Task 5.2- Small-Area Forums VANDEWALLE&ASSOCIATES will facilitate a maximum of two (2) small-area forums,which will be conducted to obtain input on specific concerns and needs within the sub-areas decided upon in the community forum. Strengths,weaknesses,opportunities and threats (SWOT) exercises will be used,in addition to other activities determined in conjunction with the East Side Development Task Force. The Consultant team will organize and conduct the forums,with assistance from the City. Task 5.3-Agency Surveys VANDEWALLE&ASSOCIATES will provide questionnaires to key agencies in order to determine their perception of opportunities and needs in the U.S. 63 corridor. Agencies that will be provided with questionnaires include the school district,social service organizations,Chamber of Commerce, churches, INRCOG,COPC/UNI Institute for Decision Making,Iowa DOT,Community Development Board,Cedar Valley Economic Development Corporation,and adjacent neighborhood associations. 3 September 9,2002 Task 5.4-Key Stakeholder Interviews VANDEWALLE&ASSOCIATES will conduct telephone or personal interviews with key stakeholders in the U.S. 63 corridor,including business owners,local financial institutions,non-profit organizations,and community groups within the study area. A maximum of 25 interviews is included in this task. Task 5.8-Newsletter Articles VANDEWALLE&ASSOCIATES will assist with the development of four articles for publication in the existing neighborhood association's newsletters. This task does not include printing and distribution of newsletters. Task 5.9- Small Area Presentations VANDEWALLE&ASSOCIATES will meet with representatives of the two small areas for the following intermediate activities: • Upon completion of the U.S. 63 Corridor Alternatives,VANDEWALLE&ASSOCIA 1'ES will participate in the presentation of the Corridor Alternatives at one meeting for the two small areas. • Upon completion of the Draft Corridor Plans,VANDEWALLE&ASSOCIATES will present the draft plans at one meeting for the two small areas. • Upon completion of the Draft Implementation Strategies,VANDEWALLE&ASSOCIATES will present the draft implementation strategies at one meeting for each of the two small areas. Task 5.10- Public Participation Summary Report VANDEWALLE&ASSOCIATES will produce a summary report of the corridor-wide community forum, the small area forums,the agency survey,and key stakeholder interviews. VANDEWALLE&ASSOCIATES will provide 25 copies of the summary report. Work Element Six: Implementation Plan Task 6.1-Draft Implementation Strategies VANDEWALLE&ASSOCIATES will develop the Draft Implementation Strategy for each of the two small areas,which will include identification of project priorities,identification of potential funding sources (local, state and federal),recommendations on necessary future partnerships (private and/or public),and potential obstacles that may be encountered during implementation. Task 6.2-Refinement of Implementation Strategies VANDEWALLE&ASSOCIATES will make one round of revisions to the Draft Implementation Strategies based on community feedback. The final implementation strategies will be summarized in a Technical Memorandum. VANDEWALLE&ASSOCIATES will provide 25 copies of this Technical Memorandum for each of the small areas. Work Element Seven: Final Report and Presentation Task 7.1-Executive Summary Report 4 September 9,2002 VANDEWALLE&ASSOCIATES will assist in the development of a final report of the project activities. It is anticipated that the final report will be an executive summary document and will not repeat the information from the technical memoranda. VANDEWALLE&ASSOCIATES will not be responsible for the formatting or printing of the Executive Summary Report. Task 7.2-Final Presentation VANDEWALLE&ASSOCIATES will participate in one final presentation to the City Council and the East Side Development Task Force upon conclusion of the project. Work Element Eight: Project Management and Meetings Task 8.1—Scope Refinement VANDEWALLE&ASSOCIATES will work with the lead consultant and IDOT to finalize the scope of work for the project. Task 8.2—Consultant Work Sessions VANDEWALLE&ASSOCIATES'staff will attend nine consultant work sessions. Task 8.3-Project Meetings VANDEWALLE&ASSOCIATES'staff will attend nine project meetings. 5 September 9,2002 A I Waterloo-Highway 63 Planning Services Attachment B Brian Melissa Rob Dean Stacy Mike Jeff Aaron Amy Ellen $275/hr $92/hr $139/hr i $94/hr $46/hr $196/hr $51/hr $58/hr $55/hr $51/hr Hours Expenses Work Element One:Inventory and Data Management V&A Intern 2 4 2 2 4 2 16 Inventory and Data Collection 8 2 8 16 34 Base Map Compilation 4 4 12 20 $200 Review of Existing Com it 8 4 4 18 34 $100 Data Collection and S nthesis 8 18 26 $0 Inventory and Analysis $30 Report 8 16 4 4 4 36 Subtotal 2 36 12 14 76 2 0 16 4 4 166 $330 Work Element Two:Opportunity Analysis V&A Inter 2 4 2 2 4 2 16 $0 On-Site W. 12 18 12 18 18 78 $1,000 Developme nt of Opportuni $90 ty 4 24 8 16 36 4 24 8 16 140 V&A Inter+ 2 4 4 4 6 2 22 $0 Communit y Presentatio $850 j n 10 10 4 4 4 8 40 Subtotal! 20 60 36 44 68 8 28 8 8 16 296 $1,940 Work Element":Development of Corridor Alternatives Developme}t 4 8 16 16 20 4 24 24 116 $0 Corridor Alternatives Pr 8 12 12 8 12 12 8 72 $500 Subtotal! 4 16 28 28 28 4 36 36 0 8 188 $500 Work Element Three:Draft Corridor Neighborhood Plans V&A Intern 4 6 4 4 6 4 4 4 36 $0 Developme nt of Draft $900 Plans 24 4 12 48 20 8 16 132 V&A Internal Work Session 2 4 4 4 6 20 Draft Neighborh ood Plan Presentatio $850 ns 16 12 28 Draft Neighborh ood Plans Refinemen $900 t 6 2 8 8 16 40 Subtotal 6 56 12 22 68 4 32 12 12 32 256 $2,650 Work Element Five:Public Involvement Corridor- Wide Communit y Forum 12 20 8 4 4 48 $850 Small Area Forums(2) 24 30 16 4 74 $1,000 Agency Surveys _ 8 16 2 26 $74 Key Stakeholde r Interviews 12 12 20 44 $850 1 � Public Participate on Summary $30 port 4 16 20 Subtotal 0 60 12 0 102 26 0 4 8 0 212 $2,804 Work Elerr 0 8 0 0 0 4 0 0 0 0 12 $0 Work Element Seven:Implementation Plan V&A Internn 2 f 4 2 2 4 2 16 $0 Developme nt of Draft Implement ation $30 Strategies 12 16 ; 8 36 V&A Internal Work $30 Session 2 4 2 2 4 14 Draft Implement ation Strategy $850 Presentatio ns 8 2 2 8 8 28 Draft Implement ation Strategies $30 Refinemen t 8 8 8 24 Subtotal 4 36 6 6 40 2 0 0 8 16 118 $940 Work Element Eight:Final Plans V&A Intern 4 4 2 2 4 2 18 $0 Developme nt of Final Draft Plans $900 2 38 6 8 48 16 8 16 142 Final Draft Neighborh ood Plan Presentatio $850 ns 22 6 4 22 8 62 Final Draft F Neighborh ood Plans Refinemen $900 t 8 4 16 8 4 8 48 City Adoption Process 8 8 $800 Subtotal 6 80 14 18 90 2 24 12 8 24 278 $3,450 Work Element Nine:Project Management Plan _ Scope Refinement 10 2 ' 12 $850 Consultant 4 18 18 4 18 4 66 $850 Project Meetings (9) 4 70 2 2 9 4 91 $2,900 Subtotal 8 98 20 6 29 8 0 0 0 0 169 $4,600 �:-���;.... ' �.�' r rr 5£1# ''60 r.. 0 -120" 88 • 48 1*I: S.�41$ s.>t1Y214,TY Unit Rates $ 275.00 $ 92.00 $ 139.00 $ 94.00 $ 46.00 $ 196.00 $ 51.00 $ 58.00 $ 55.00 $ 51.00 Labor $13,750.00 $41,400.00 $19,460.00 $12,972.00 $23,046.00 $11,760.00 $6,120.00 $5,104.00 $2,640.00 $5,100.00 $141,352.00 Expenses $ 17,214.00 Total Rounded $158,566.00 $158,500.00