Request for Proposals for Consolidated Plan and Analysis of Imediments Copyrighted
August 5, 2019
City of Dubuque Consent Items # 19.
ITEM TITLE: Requestfor Proposals for Consolidated Plan and Analysis
of Impediments
SUMMARY: City Manager recommending approval of the Requestfor
Proposal for the 2021-2025 Consolidated Plan and
Analysis of Impediments.
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Approve
ATTACHMENTS:
Description Type
RFP for Consolidated Plan and Analysis of City Manager Memo
Impediments-MVM Memo
Staff Memo Staff Memo
Consolidated Plan &AI Request for Proposals Supporting Documentation
Dubuque
THE CITY OF �
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Request for Proposal for Consolidated Plan and Analysis of Impediments
DATE: August 1, 2019
Housing and Community Development Director Alexis Steger recommends City Council
approval of the Request for Proposal for the 2021-2025 Consolidated Plan and Analysis
of Impediments.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Alexis Steger, Housing and Community Development Director
Dubuque
THE CITY OF �
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TO: Michael Van Milligen, City Manager
FROM: Alexis Steger, Housing Community Development Director
DATE: July 29, 2019
RE: Request for Proposal for Consolidated Plan and Analysis of Impediments
INTRODUCTION
Enclosed is the recommended Request for Proposal (RFP) for the Consolidated Plan
and Analysis of Impediments for City Council review and approval at the August 6, 2019
meeting. The maximum budget for the project is $25,000.
DISCUSSION
The intent is to retain a consultant to prepare the 2021-2025 Consolidate Plan and to
conduct an Analysis of Impediments for Fair Housing (AI).
2021-2025 Consolidate Plan
The Consolidated Plan is required by the U.S. Department of Housing and Urban
Development (HUD) for communities receiving Community Development Block Grant
(CDBG) and other certain federal grants. It is a five-year plan that is designed to be a
collaborative process for a community to establish a unified vision for housing and
community development actions.
Analysis of Impediments to Fair Housing
As part of the Consolidated Plan Process, the City of Dubuque is required to conduct an
analysis of impediments (AI) to fair housing choice which identifies actions to overcome
barriers to fair housing identified by that analysis.
Impediments to fair housing choice are defined by HUD as:
■ Any actions, omissions, or decisions taken because of race, color, religion,
sex, disability, familial status, or national origin which restrict housing
choices or the availability of housing choices.
■ Any actions omissions, or decisions which have the effect of restricting
housing choices or the availability of housing choices on the basis of race,
color, religion, sex, disability, familial status, or national origin.
The City last updated the Analysis of Impediments in 2015 in conjunction with the 2016-
2020 Consolidated Planning Process.
Project Schedule
The RFP would be posted on August 7, 2019 with proposals due on August 26, 2019. A
short list of proposals would be created, interviews held as needed, and a contract with
the recommended consultant presented to the City Council for approval on September
16, 2019.
Work would begin in September 2019 with a draft submitted to the Community
Development Advisory Commission (CDAC) by November 18�h. The CDAC would then
set a public hearing for the plan to be held on December 18, 2019. Housing &
Community Development Staff will present the 2021-2015 Consolidated Plan to City
Council in January 2020.
RECOMMENDATION
I recommend that the City Council review and approve the enclosed Request for
Proposal (RFP) for the 2021-2025 Consolidate Plan and Analysis of Impediments.
Thank you.
Enclosure
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Dubuque Houeing&Community Development
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REQUEST FOR PROPOSAL
Preparation of a Consolidated Plan and
Analysis of Impediments for Fair Housing
CITY OF DUBUQUE, IOWA
August 6,2019
INTRODUCTION
The intent and purpose of this Request for Proposal (RFP) is to solicit proposals from qualified
consultants to prepare a HUD approved 2021-2025 Consolidated Plan and to conduct an
Analysis of Impediments for Fair Housing (AI). The maximum budget for the project is $25,000.
Proposal are due by Noon CDT on August 26, 2019.
COMMUNITY BACKGROUND
The City of Dubuque is located on the Mississippi River in northeastern lowa, adjacent to Illinois
and Wisconsin. As lowa's oldest city, Dubuque is a community well known for its historic and
architectural beauty. The City is approximately 30 square miles in area, with a population
approaching 60,000 persons. The City's annual operating and capital budget is over $185 million
and funds a full range of municipal services.
The City of Dubuque is governed by an elected Mayor and City Council and managed by a City
Manager. City government works in collaboration with private and non-profit sectors to
promote the principles of sustainability. Dubuque's framework for sustainability is centered on
economic prosperity, environmental integrity, and social/cultural vibrancy. The City's web site
is www.cityofdubuque.org.
PROJECT OVERVIEW
The project will result in the creation of a 2021-2025 Consolidated Plan and conducting an
Analysis of Impediments to Fair Housing.
Page 1 of 8
SCOPE OF WORK
The consultant will collaborate with the Housing & Community Development Department
in the identification, development, scheduling and implementation of activities designed to
complete the Consolidated Plan and related documents. Scope of work will include but is
not limited to the following:
The Consultant will use the Consolidated Plan IDIS Desk Guide found at
www.hudexchan�e.info/pro�rams/consolidated-plan in preparation ofthe Consolidated
Plan. The required work must follow any and all amendments and updates, such as
utilizing HUD's Office of Community Planning and Development (CPD) eCon Planning
Suite, including the Consolidated Plan template in IDIS Online and the CPD Maps
website. The eCon Planning Suite is designed to support grantees and the public to
assess their needs and make strategic investment decisions by providing better data and
tools and by creating a seamless planning and grants management framework.
The Consultant will review, and tabulate data and information supplied by the City,
HUD, the U.S. Census Bureau, lowa Finance Authority, and input from citizens to
complete the required Con Plan components per the HUD regulations including all
required charts, tables, maps and final input into IDIS. The product must be provided in
a digitized format that, after consultation with the City's IT Department, is ready for
posting on the City's website and for submission to HUD.
The following link will take you to the city's 2016-2020 Consolidated Plan.
https://www.citvofdu bu qu e.or�/Docum entCenter/Vi ew/23354/2016-2020-
Consolidated-Plan?bidld=
Analysis of Impediments to Fair Housing
As an Entitlement Jurisdiction, the City of Dubuque is required by HUD to submit a
Consolidated Plan every five years, which certifies that the City is affirmatively further
fair housing. To accomplish this, the City conducts an analysis of impediments (AI)to
fair housing choice and identifies actions to overcome barriers to fair housing identified
by that analysis.
Impediments to fair housing choice are defined by HUD as:
• Any actions, omissions, or decisions taken because of race, color, religion, sex,
disability, familial status, or national origin which restrict housing choices or the
availability of housing choices.
• Any actions omissions, or decisions which have the effect of restricting housing
choices or the availability of housing choices on the basis of race, color, religion,
sex, disability, familial status, or national origin.
Page 2 of 8
The City updated the Analysis of Impediments in 2015 in conjunction with the 2016-
2020 Consolidated Planning Process. The following link will take you to this document.
https://www.citvofdu bu qu e.or�/2277/Ana Ivsis-of-Im pedi m ents
The AI must be conducted in accordance with the U.S. Department of Housing & Urban
Development (HUD) requirements and guidelines. HUD provides guidance on how to
prepare the Analysis of Impediments as part of the Fair Housing Planning Guide
www.hud.gov/sites/documents/FHPG.PDF.
The Consultant shall use "The Suggested Format for the Analysis of Impediments"in
HUD's Fair Housing Planning Guide (Chapter 2 —Appendix, pp 2-30 and 2-31) as guide in
preparing the AI.
Housing Needs Assessment
The lowa Finance Authority has already conducted a housing need assessment at
the state, county and city level. The following link will take you to this
information which will be incorporated into the consolidated plan.
http://www.westernes.com/lowa/
PROJECT APPROACH
The City of Dubuque will expect the consultant to have the capacity to exercise independent
judgement and to perform those actions necessary to achieve the project objectives in a
manner consistent with those expected of senior technical and management staff. While the
consultant will be working under the general direction of the Housing & Community
Development Director, it should be understood the City will rely on the personnel, experience
and expertise of the consultant to ensure all necessary components of the process are
completed in a timely manner.
Community Engagement
In addition to the preparation of the Consolidated Plan and Analysis of Impediments to Fair
Housing,the City of Dubuque is also in the process of hiring a consultant to prepare an
Equitable Poverty Prevention Plan (EPPP). The following link will lead to the more
information about the EPPP.
https://www.citvofdubuque.or�/DocumentCenter/View/41181/RFP PovertvPreventionPla
n Final 71619-with-attdocx?bidld=1130
The EPPP selected consultant will be responsible for developing and implementing a
robust, creative, and inclusive plan for community engagement. The community
engagement plan will consider informing residents and stakeholders of the purpose of the
plan. The EPPP consultant will develop a schedule of events and input opportunities which
at a minimum address the channels for public engagement and communication. The EPPP
consultant will be responsible for designing and facilitating the events and public input
instruments, facilitating the events and collecting and distilling all information for use in
Page 3 of 8
the EPPP document.
The City of Dubuque is striving to avoid engagement fatigue by designing community
engagement in the Equitable Poverty Prevention Plan in a manner that also meets the
engagement needs ofthe ofthe City of Dubuque's 2021-2025 Community Development
Block Grant (CDBG) Consolidated Plan and Analysis of Impediments to Fair Housing.
To this end, the selected EPPP consultant will be expected to collaborate with the City of
Dubuque Department of Housing and Community Development. This will help fulfill the
community engagement portion ofthe Consolidated Plan and Analysis to Impediments.
Coordination with and feedback from City Staff
The approach suggested by the consultant should include steps that ensure that the final
product will be developed in close coordination with City staff and will include
opportunities for interactive feedback from staff as the work proceeds. The consultant
should be available to meet with City staff to ensure successful coordination and
completion of the project. The consultant and City staff will meet at the outset of the
project to finalize and coordinate the project schedule and approach. The City will be
responsible for arranging, scheduling, and providing facility space for meetings, including
meetings with public officials.
INFORMATION TO BE INCLUDED IN THE PROPOSAL
1. Letter of Transmittal
Provide a letter of transmittal briefly outlining the consultanYs understanding of the work
and the name, address, telephone number and fax number ofthe consultanYs primary
contact person.
2. Profile of Consultant
The proposal shall include general information about the consultant,the consultanYs scope
of expertise related to this RFP, and the consultant's official name, address, and principal
officers, including qualifications ofthe project manager and other key personnel who would
be assigned to the project.
3. Qualifications
a) The proposal shall include the name of the project manager, his or her qualifications and
experience, and the names, qualifications, and experience of other key personnel who
would be associated with the project. The selection of a project manager by a
consultant will constitute a contractual commitment by that consultant and a substitute
manager will not be allowed without prior written approval by the City of Dubuque.
b) Name and location of all other key personnel involved in the project if applicable; the
type and approximate percentage of the work that would be performed by each of
Page 4 of 8
these firms; and the names, qualifications and experience of their personnel who would
be associated with this project.
c) The proposal must clearly describe the relevant experience of the project manager and
other key personnel in undertaking and completing project relevant to this RFP. Provide
a matrix matching the names of the key personnel proposed for the Dubuque project
who worked on the referenced projects.
d) The proposal shall include at least three references of past clients for projects relevant
to this RFP. These projects must have been completed within the past ten years with the
same project manager, sub-consultants and other key personnel proposed for this
p roj ect.
e) The proposal shall discuss the consultant's ability to integrate this project into the
consultanYs present workload.
4. Scope of Work/ Methodology
Describe the methodology or strategy by which the consultant would satisfy the Scope of
Work, and/or an alternative or hybrid strategy recommended by the consultant—what
process and outcomes the consultant would suggest fulfilling the Consolidated Plan and
Analysis of Impediments to Fair Housing. This is the consultant's opportunity to convey
ideas and concepts with respect to vision and goals outlined in the Scope of Work. This will
help the selection committee better evaluate the consultant's vision, abilities, and interest
with respect to the RFP. Any methodology or strategy must embrace and support the
Sustainable Dubuque model and its principles.
5. Proposed Projed Schedule
The following is an aggressive timeline designed to meet the City of Dubuque needs to file
the required documents with HUD. Provided a narrative describing how the consultant will
meet the proposed schedule.
August 26, 2019 Request for proposals are due to the Housing &
Community Development Department.
August 27—September 6 Review RFP, hold consultant interviews (if
necessary), and make recommendation to City
Manager.
September 16, 2019 City Council awards contract for preparation ofthe
2021-2025 Consolidated Plan and Analysis of
Impediments.
Page 5 of 8
November 18, 2019 Consultant submits a draft ofthe plan to CDAC.
Community Development Advisory Commission
(CDAC) sets public hearing for December 18th CDAC
meeting.
December 16, 2019 Final draft of plan is submitted to Housing &
Community Development Department Staff.
City Council sets public hearing for January 6, 2020
city council meeting.
December 18, 2019 Consultant presents the 2021-2025 Consolidated
Plan to the CDAC during a public hearing.
January 6, 2020 Housing & Community Development Department
Staff presents 2021-2025 Consolidated Plan to City
Council. Consultant is required to attend to answer
questions.
Products should be delivered in hardcopy and electronic formats compatible with the City's
computer software and hardware.
6. Certificate of Insurance
The selected firm will be required to meet the City's insurance requirements for
professional services (see enclosed Insurance Schedule C in Appendix A). A Certificate of
Insurance is optional for inclusion with the proposal. A Certificate of Insurance must be
provided upon selection.
7. Fees and Compensation
Provide a proposed cost plus expenses budget for completion ofthe scope of services with
cost breakdowns by scope element. Quotation of fees and compensation shall remain firm
for a period of at least 90 days from the proposal submission deadline. Please provide the
proposed fees and compensation under separate cover. Initial screening will be done by a
selection committee without the benefit of knowing the proposed fee for services.
8. Contract and Insurance
A proposed contract for services must be included in the submittal. It should include the
City of Dubuque's Standard Terms and Conditions found in Appendix B.
EVALUATION CRITERIA
Proposals will be screened to ensure that they meet the minimum requirements of the
proposal format. A selection committee will review qualifying proposals and may interview the
short-listed firms. Initial screening will be done without knowing the consultant's proposed fee
for services to develop a short list. The short list of consultants may be invited to an interview
Page 6 of 8
with the selection committee. If held, the interview is a very important part ofthe selection
process.
Factors to be considered by the committee may include the following:
• Qualifications and experience ofthe firm and any sub-consultants.
• Qualifications and experience ofthe principal consulting staff and sub-consulting
staffthat will work on the project.
• Results of interview process (if necessary).
• Information from references.
• Grasp of project requirements and level of interest.
• Design approach/methodology in completing the scope of services, including
sustainability; creativity and problem-solving ability.
• Proposed schedule required to complete the project.
• Proposed cost to complete the project.
SUBMISSION REQUIREMENTS
The City of Dubuque reserves the right to reject any and all proposals and to negotiate changes
with any firms. The City of Dubuque is not liable for any cost incurred by any firms prior to the
execution of an agreement or contract. Nor shall the City of Dubuque be liable for any costs
incurred by the firm that are not specified in the contract. The City of Dubuque is an Equal
Employment Opportunity Employer.
QUESTIONS REGARDING THE RFP
The City of Dubuque will be accepting only written questions regarding this RFP. Questions
should be addressed to Chris Lester, Community Development Specialist, City of Dubuque, IA
52001 or clester(�citvofdubuque.or� no later than August 15, 2019. All questions sent via email
must include City of Dubuque Consolidate Plan and Analysis of Impediments in the subject line.
City Staff will confirm receipt of questions sent by email. If no confirmation is received within 24
hours, it is the consultant's responsibility to contact the Housing & Community Development
Department to verify information was correctly sent and received. All questions and answers
will be provided to all consultants who submitted questions or by request by email. All
proposals must include an email address for the primary contact. Responses will be issued on or
before August 19, 2019.
PROPOSAL SUBMISSION DEADLINE
An original (hardcopy) and an electronic copy (pdf) ofthe proposal shall be delivered by Noon
CDT on August 26, 2019 to the address given below:
Chris Lester, Community Development Specialist
Housing & Community Development Department
City of Dubuque
350 W.6th Street, Suite 312
Dubuque, lA 52001
Page 7 of 8
The proposals shall be sealed and be clearly labeled: City of Dubuque Consolidate Plan and
Analysis of Impediments. Include the proposed fees and compensation under separate cover.
Each consultant assumes full responsibility for delivery and deposit of the completed proposal
package on or before the deadline. The City of Dubuque is not responsible for any loss or delay
with respect to delivery of the proposals.
CONSULTANT SELECTION
The City of Dubuque anticipates award ofthe contract to the successful consultant/firm for this
project by September 16, 2019. Consultants/Firms whose proposals are not accepted will be
notified shortly after the selected firm has been approved by the City Council.
APPENDICES
The following City of Dubuque documents are enclosed for reference:
• Appendix A: City of Dubuque Insurance Schedule
• Appendix B: City of Dubuque Standard Contract Terms and Conditions
Page 8 of 8
APPENDIX A
CITY OF DUBUQUE
INSURANCE SCHEDULE
City of Dubuque Insurance Requirements for Professional Services
INSURANCE SCHEDULE J
1. shall fumish a signed certificate of insurance to the City of Dubuque, lowa for
the coverage required in Exhibit I prior to commencing work and at the end of the project if the
term of work is longer than 60 days. Contractors presenting annual certificates shall present a
certificate at the end of each project with the final billing. Each certificate shall be prepared on
the most current ACORD form approved by the lowa Department of Insurance or an equivalent
approved by the Director of Finance and Budget. Each certificate shall include a statement under
Description of Operations as to why the certificate was issued. Eg: Project# or Project
Location at or construction of
2. All policies of insurance required hereunder shall be with an insurer authorized to do business in
lowa and all insurers shall have a reting of A or better in the current A.M. BesYs Rating Guide.
3. Each certificate shall be furnished to the Finance Department of the City of Dubuque.
4. Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of
these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance
shall be considered a material breach of this agreement.
5. Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during
the performance of work insurance for the coverages described in this Insurance Schedule and
shall obtain certificates of insurances from all such subconsultants and sub-subconsultants.
Contractors agree that they shall be liable for the failure of a subconsultant and sub-
subconsultant to obtain and maintain such coverages. The City may request a copy of such
certificates from the Contractor.
6. All required endorsements shall be attached to certificate of insurance.
7. Whenever a specific ISO form is listed, required the current edition of the form must be used, or
an equivalent form may be substituted if approved by the Director of Finance and Budget and
subject to the contractor identifying and listing in writing all deviations and exclusions from the
ISO form.
8. Contractors shall be required to carry the minimum coverage/limits, or greater if required by law
or other legal agreement, in Exhibit I. If the contractor's limits of liability are higher than the
required minimum limits then the providers limits shall be this agreemenYs required limits.
9. Contractor shall be responsible for deductibles and self-insured retention.
Page 1 of 4 Schedule J Professional Services May 2019
City of Dubuque Insurance Requirements for Professional Services
INSURANCE SCHEDULE J (continued)
Exhibit I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products-Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit(any one occurrence) $50,000
Medical Payments $5,000
1) Coverage shall be written on an occurrence, not claims made,form. The general
liability coverage shall be written in accord with ISO form CG 00 01 or business
owners form BP 00 02.All deviations from the standard ISO commercial general
liability form CG 00 01, or business owners form BP 00 02,shall be clearly
identified.
2) Include ISO endorsement form CG 25 04"Designated Location(s) General
Aggregate LimiY or CG 25 03"Designated Construction Project(s) General
Aggregate LimiY as appropriate.
3) Include endorsement indicating that coverage is primary and non-contributory.
4) Include Preservation of Govemmental Immunities Endorsement. (Sample
attached).
5) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO fortn CG 20 26.
6) Policy shall include Waiver of Right to Recover from Others endorsement.
B) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
C) WORKERS' COMPENSATION 8�EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as
prescribed by lowa Code Chapter S5.
Coverage A Statutory�tate of lowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee-Disease $100,000
Policy Limit-Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
Nonelection of Workers'Compensation or Employers' Liability Coverage under lowa
Code sec. 87.22. Completed form must be attached.
Page 2 of 4 Schedule J Professional Services May 2019
City of Dubuque Insurance Requirements for Professional Services
INSURANCE SCHEDULE J (continued)
D) UMBRELLAIEXCESS LIABILITY $1,000,000
Umbrella/excess liability coverage must be at least following form with the underlying
policies included herein (General Liability, Automobile, Workers Compensation).
E) PROFESSIONAL LIABILITY $1,000,000
Provide evidence of coverege for 5 years after completion of project.
F) CYBER LIABILITY $1,000,000
_yes _no
Coverage for First and Third Party liability including but not limited to lost data and
restoration, loss of income and cyber breach of information.
Page 3 of 4 Schedule J Professional Services May 2019
City of Dubuque Insurance Requirements for Professional Services
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Govemmental Immunitv. The insurer expressly agrees and states that the purchase
of this policy and the including of the City of Dubuque, lowa as an Additional Insured does not waive any
of the defenses of governmental immunity available to the City of Dubuque, lowa under Code of lowa
Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Coveraae. The insurer further agrees that this policy of insurance shall cover only those
claims not subject to the defense of governmental immunity under the Code of lowa Section 670.4 as it
now exists and as it may be amended from time to time. Thase claims not subject to Code of lowa
Section 670.4 shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunitv. The City of Dubuque, lowa shall be responsible for asserting
any defense of govemmental immunity, and may do so at any time and shall do so upon the timely written
request of the insurer.
4. Non-Denial of Coveraae. The insurer shall not deny coverage under this policy and the insurer
shall not deny any of the rights and ben�ts accruing to the City of Dubuque, lowa under this policy for
reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of
the defense(s)of govemmental immunity asseAed by the City of Dubuque, lowa.
No Other Chanae in Policv. The above preservation of govemmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Page 4 of 4 Schedule J Professional Services May 2019
APPENDIX B
CITY OF DUBUQUE
STANDARD CONTRACT TERMS & CONDITIONS
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN the
CITY OF DUBUQUE, IOWA
AND
THIS AGREEMENT (the Agreement) , dated for reference purposes the
day of , 20_, by and between ("Service Provider") and
City of Dubuque, lowa ("City").
WHEREAS, City desires to engage Service Provider to provide professional
services for ;
and
WHEREAS, the accomplishment of the hereinafter described work and services is
authorized by execution of this Agreement between City and Service Provider.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
SECTION 1. SERVICE PROVIDER'S SERVICES
1 .1 . Service Provider's Services.
(1) Service Provider's services consist only of those Services pertormed by
Service Provider, Service Provider's employees and Service Provider's Service
Providers as enumerated in Exhibit "A" of this Agreement (hereinafter, "Services".)
(2) Service Provider will assign qualified and experienced personnel to pertorm
the Services. Where Exhibit "A" identifies specific Service Provider personnel, those
individuals will remain assigned to provide the Services throughout the term of this
Agreement, in accordance with their roles and responsibilities identified in Exhibit"A,"
unless otherwise approved in writing by City. However, if City objects to the manner
of pertormance of any Service Provider personnel (including any third-party
contractors or agents of Service Provider), Service Provider will promptly take all
necessary actions to rectify the objection, including, if requested by City, the prompt
removal of the individual from the provision of Services to City. If it becomes
necessary to replace any personnel, Service Provider will provide as a replacement
a person with equivalent or better qualifications, as approved by City (such approval
not to be unreasonably withheld).
071519ba1
(3) Service Provider warrants to City that Service Provider has sufficient
experience and financial resources to complete the Services required by this
Agreement.
(4) Service Provider will perform the Services in a timely manner and in
accordance with any schedule set forth in Exhibit "A." The parties agree that time is
of the essence with respect to Service Provider's pertormance.
(5) Service Provider warrants that it will pertorm the Services in a diligent and
highly professional manner, in accordance with applicable law and through
experienced individuals trained to pertorm the Services. Service Provider will obtain
all required governmental and third-party licenses, approvals and permits appropriate
for the provision of Services and deliverables.
(6) Service Provider warrants that all deliverables will be developed in
accordance with the quality standards of the applicable industry, and will meet in all
respects the requirements set forth in Exhibit "A." Service Provider further warrants
that the Services and deliverables will not infringe or misappropriate the rights of any
third party, and that Service Provider has all power and authority to convey ownership
of the Services and deliverables to City in accordance with this Agreement.
(7) City will have a reasonable opportunity, not to exceed thirty (30) days, unless
otherwise specified in Exhibit "A," to review all deliverables or Services provided to
City under this Agreement. If City informs Service Provider of a deficiency in the
deliverables or Services, Service Provider will promptly make corrections and
resubmit them to City for review and approval. Service Provider will not charge City
for the time and expense in making corrections to deliverables that fail to comply with
the requirements of this Agreement. If Service Provider is not able to timely make all
appropriate corrections, Service Provider will promptly refund any amounts
previously paid by City for work not pertormed in accordance with this Agreement.
Nothing in Section 1 .1 (5). will excuse Service Provider from meeting any delivery or
project schedule set forth in Exhibit "A."
1 .2. Additional Services.
(1) Service requested by City which is not described on Exhibit "A" as part of
Service Provider's services shall be considered as additional services of Service
Provider for which Service Provider may request additional compensation to be paid.
Service Provider shall not pertorm additional services requiring additional
compensation without a written orderto do so signed by City's Project Managerwhich
contains a mutually agreeable amount of additional compensation for the work. Any
work pertormed by Service Provider for which a written order with a stated amount
of compensation has not been issued shall be conclusively presumed to be part of
Service Provider's Services as set forth in Exhibit "A" and for which no additional
compensation shall be due from City.
z
(2) If Exhibit "A" contains provisions for contingent basic services, such services
shall not be pertormed without a written order to pertorm the work signed by the
Project Manager.
SECTION 2. CITY'S RESPONSIBILITIES.
2.1 . City shall provide full information regarding requirements for the Services, including
a program which shall set forth City's objectives, schedule, constraints and criteria, including
any special requirements, any previous reports or data relative to the Services, flexibility,
and expendability of the Services. City may request the assistance of Service Provider to
define the scope of information needed.
2.2. City shall establish and update an overall budget for the Services, and City's other
costs and reasonable contingencies related to all of these costs. City may request the
assistance of Service Provider to estimate Service costs.
2.3. City shall designate a city representative as the "Project Manager" authorized to act
on City's behalf with respect to the Services. City or such authorized city representative
shall render decisions and inform Service Provider of the same in a timely manner pertaining
to questions or documents submitted by Service Provider in order to avoid unreasonable
delay in the orderly and sequential progress of Service Provider's Services.
2.4. City may require and Service Provider shall execute, as part of its Services
hereunder, any certificates or certifications customarily, commonly, or reasonably required
by seroices of this type. The proposed language of any certificates or certifications
requested of Service Provider or Service Provider's Service Providers shall be submitted to
Service Provider for review and approval at least 14 days prior to execution. City shall not
request certifications beyond the scope of Service Provider's Services under this
Agreement.
2.5 Notwithstanding anything to the contrary in this Section 2, City shall be required to
furnish information or services described in this Section 2 only to the extent that such
information or service is both reasonably required and actually requested by Service
Provider in order to pertorm Service Provider's Services under this Agreement.
SECTION 3. OWNERSHIP AND USE OF DOCUMENTS.
3.1 . All deliverables to be provided under this Agreement, and any invention,
improvement, discovery, or innovation (whether or not patentable) made, conceived or
actually reduced to practice by Service Provider in the performance of Services hereunder
(collectively, "Work ProducY') will be owned exclusively by City, including all proprietary and
intellectual property rights therein. To the extent not automatically vest in City, Service
Provider hereby assigns to City all right, title and interest in and to the Work Product,
including, without limitation, copyright, patent and trade secret rights. Upon City's request,
Service Provider will execute any additional documents necessary for City to pertect its
ownership rights.
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3.2 Notwithstanding the foregoing, Service Provider will retain ownership of it pre-existing
and proprietary materials and other intellectual property that may be incorporated into the
Work Product.
3.3. Copies of City-furnished data that may be relied upon by Service Provider are limited
to the printed copies (also known as hard copies) that are delivered to Service Provider.
Files in electronic media format of text, data, graphics, or of other types that are furnished
by City to Service Provider are only for convenience of Service Provider. Any conclusion or
information obtained or derived from such electronic files will be at the user's sole risk.
3.4. All sketches, tracings, plans, specifications, reports on special studies and other
data prepared under this Agreement shall become the property of City and shall be
delivered to the Project Manager upon completion of the plans or termination of the
services of Consultant. There shall be no restriction or limitations of their future use by
City, except any use on extensions of the project or on any other project without written
verification or adaptation by Consultant for the specific purpose intended will be City sole
risk and without liability or legal exposure to Consultant.
SECTION 4. SERVICE PROVIDER'S CLAIMS AND ARBITRATION.
4.1 . If any instruction or decision by the Project Manager gives rise to a claim by Service
Provider for additional compensation or time to complete the Services, such claim shall be
made in writing to the Project Manager. The claim shall state the amount of additional
compensation or time requested and the reasons for the claim. The claim must be filed
within ten days of the decision or instruction by the Project Manager giving rise to the claim
or it shall be deemed waived by Service Provider and shall not be subject to any arbitration
or litigation.
4.2. In the case of a claim made by Service Provider, the Project Manager shall confer
with Service Provider for the purpose of resolving the claim by mutual agreement. If the
parties are able to agree, the Project Manager shall reduce the agreement to writing and it
must be signed by both parties to be effective. If the parties are unable to agree the Project
Manager shall render a decision in writing. The Project Manager shall make their decision
and provide a copy thereof to Service Provider within ten days of the filing of the claim.
4.3. The decision of the Project Manager shall be final and binding upon Service Provider
unless Service Provider appeals the decision of the Project Manager to the City Manager.
Such appeal shall be taken within seven days from the Project Manager's decision by filing
with the City Manager a request for review of the Project Manager's decision and full
statement of the facts surrounding the claim and the amount of the claim. The City Manager
shall fix a date, time and place to hear the matter, which date shall be not less than eleven
days from receipt of the request for review. If the matter is not heard within eleven days or
a decision not rendered by the City Manager within seven days of the hearing, the claim
shall automatically be deemed denied by the City Manager.
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4.4. The decision of the City Manager shall be final and binding upon Service Provider
unless within one month from the date of the decision of the City Manager or such additional
time as the City Manager may agree upon, the City Manager and Service Provider agree in
writing to arbitration or Service Provider files suit in the lowa District Court for Dubuque
County which the parties agree is the exclusive venue for any such action.
4.5. All time limits herein may be extended or shortened by agreement between the City
Manager and Service Provider.
4.6 Any other dispute not involving additional compensation or time to complete the
Project shall be brought to the attention of City or Service Provider in writing as soon as the
party becomes aware a dispute exists. The Project Manager shall confer with Service
Provider for the purpose of resolving the dispute by mutual agreement. If the parties are
able to agree, the Project Manager shall reduce the agreement to writing and it must be
signed by both parties to be effective. If the parties are unable to agree, the Project Manager
shall render a decision in writing. The Project Manager shall make the decision and provide
a copy thereof to Service Provider within ten days of the presentation of the dispute.
Thereafter, the provisions of Sections 4.3 and 4.4. shall apply.
4.7. All claims, disputes and other matters in question between City and Service Provider,
arising out of or relating to this Agreement or the breach thereof, may be decided by
mediation or arbitration, only if City and Service Provider can mutually agree in writing upon
the time, places, mediators or arbitrators, and various rules of inediation or arbitration
conduct, any other paragraph, law or rule to the contrary notwithstanding.
SECTION 5. TERMINATION, SUSPENSION ORABANDONMENT.
5.1 . This Agreement may be terminated by either party upon not less than seven days'
written notice should the other party fail substantially to pertorm in accordance with the terms
of this Agreement through no fault of the party initiating the termination.
5.2. If the Services are suspended by City for more than 30 consecutive days, Service
Provider shall be compensated for Services pertormed prior to notice of such suspension.
When the Services are resumed, Service Provider's compensation shall be equitably
adjusted to provide for expenses incurred in the interruption and resumption of Service
Provider's services.
5.3. This Agreement may be terminated by City upon not less than seven days' written
notice to Service Provider in the event that the Project is permanently abandoned. If the
Project is abandoned by City for more than 90 consecutive days, Service Provider may
terminate this Agreement by giving written notice.
5.4. Failure of City to make payments to Service Provider in accordance with this
Agreement shall be considered substantial nonpertormance and cause for termination.
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5.5. This Agreement may also be terminated by City upon seven days written notice,
without regard to any fault or failure to perform by any party, and solely for City's
convenience. In the event of such termination, Service Provider shall be paid compensation
in the same manner as set out in Section 5.7, and City shall have no further liability for
compensation expenses, or fees to Service Provider hereunder except as set out under
paragraph 5.8.
5.6. If City fails to make payment when due Service Provider for Services, Service
Provider may, upon seven days' written notice to City, suspend pertormance of Services
under this Agreement. Unless payment in full is received by Service Provider within seven
days of the date of the notice, the suspension shall take effect without further notice. In the
event of a suspension of Services, Service Provider shall have no liability to City for delay
or damage caused City because of such suspension of Services.
5.7. In the event of termination not the fault of Service Provider, Service Provider shall be
compensated for Services pertormed prior to termination, together with reimbursable
expenses incurred and due and termination expenses.
5.8. In the event of any termination under this Section 5, Service Provider consents to
City's selection of another Service Provider of City's choice to assist City in any way in
completing the Project. Service Provider further agrees to cooperate and provide any
information requested by City in connection with the completion of the Project. Any services
provided by Service Provider which are requested by City after termination shall be fairly
compensated by City.
5.9. In the event of termination due to the failure of Service Provider to abide by the
provisions of this agreement, City may at its option:
Compensate Service Provider for all Services satisfactorily performed prior to date
of termination plus all reimbursable expenses directly associated therewith and
proceed with the Project utilizing the services of other Service Providers, reserving
unto itself the right to seek from Service Provider any damages it may be lawfully
entitled to receive.
5.10. In the event of termination, regardless of cause, Service Provider shall deliver to City
all documents as specified in Paragraph 3.1 for which City has compensated Service
Provider.
5.11 . Termination expenses are in addition to compensation for Services and include
expenses which are directly attributable to termination. Termination expenses shall be
actual out-of-pocket costs or expenses incurred by Service Provider as a result of
termination not Service Provider's fault.
SECTION 6. MISCELLANEOUS PROVISIONS.
6.1 . This Agreement shall be governed by the laws of the State of lowa.
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6.2. The lowa District Court for Dubuque County, lowa shall be the exclusive venue for
any litigation between City and Service Provider over any matter arising out of this
Agreement.
6.3. This is a contract for services. Therefore, City shall not be bound to the successors,
executors, administrators, assigns or legal representatives of Service Provider in respect to
the covenants and obligations of this Agreement absent specific written agreement to be so
bound.
6.4. Neither City nor Service Provider shall assign or transfer any rights under or interest
in (including, but without limitation, moneys that may become due or moneys that are due)
this Agreement without the written consent of the other except to the extent that the effect
of this limitation may be restricted by law. Unless specifically stated to the contrary in any
written consent to an assignment, no assignment will release or discharge the assignor from
any duty or responsibility under this Agreement. Nothing contained in this paragraph shall
prevent Service Provider from employing such independent Service Providers, associates
and subcontractors as he may deem appropriate to assist him in the pertormance of services
hereunder.
6.5. This Agreement represents the entire and integrated agreement between City and
Service Provider and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be amended only by written instrument signed
by both City and Service Provider.
6.6. Nothing contained in this Agreement shall create a contractual relationship with or a
cause of action in favor of a third party against either City or Service Provider.
6.7. Service Provider shall have the right to include representations of the Services,
among Service Provider's promotional and professional materials. Service Provider's
materials shall not include City's confidential or proprietary information if City has previously
advised Service Provider in writing of the specific information considered by City to be
confidential or proprietary. Service Provider shall not use the design materials in any way
which may jeopardize City's entitlement to state or federal funds.
6.8. Service Provider agrees to assist and cooperate with City in any arbitration or
litigation involving another person and arising out of services performed by Service Provider
under this Agreement. City agrees to pay Service Provider for all services rendered in
accordance with the provisions of Section 8.2(3)(c). If, however, negligence by Service
Provider is found to exist by the factfinder, City shall have no obligation to reimburse Service
Provider for services rendered in defending that allegation.
6.9. Neither the Project Manager nor City's review, approval or acceptance of, nor
payment for, any of the services required under this Agreement shall be construed to
operate as a waiver of any rights under this Agreement or of any cause of action arising out
of the performance of this Agreement, and Service Provider shall be and remain liable to
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City in accordance with applicable law for all damages to City caused by Service Provider's
negligent pertormance of any of the services furnished under this Agreement.
6.10. The rights and remedies of City provided for under this Agreement are in addition to
any other rights and remedies provided by law.
6.11 . Both parties shall be absolved from liability for any act, omission, or circumstances
occasioned by any cause whatsoever not within the control of the party affected thereby and
which such party could not, by reasonable diligence, have avoided. Such acts, omissions,
or circumstances, however, shall not relieve such party of liability in the event of its failure
to use reasonable diligence to remedy the situation and remove the cause in an adequate
manner and with all reasonable dispatch and to give notice and full particulars of the same
in writing to the other party as soon as possible after the occurrence of the caused relied on.
The requirement that any force majeure be remedied with all reasonable dispatch shall not
require the settlement of strikes or labor controversies by acceding to the demands of the
opposing party or parties.
6.12. All Services described on Exhibit "A" under basic services shall be completed by the
time specified in Exhibit "A". If additional services are requested which delay Service
Provider in meeting any of these dates, Service Provider shall be entitled to more time to
complete the Services specified.
6.13. Service Provider shall not be responsible forthe acts or omissions of City, City's other
Service Providers, contractors, and subcontractors, any of their agents or employees, or any
other persons pertorming any of the work other than those parties identified in Section 1 .1 (1)
above.
6.14. It is recognized that neither Service Provider nor City has control over the cost of
labor materials or equipment, over Service Provider's methods of determining bid prices, or
over competitive bidding, market or negotiation conditions. Accordingly, Service Provider
cannot and does not warrant or represent that bids or negotiated prices will not vary from
the project budget proposed, established or approved by City, if any, or from any other cost
estimate prepared by Service Provider. However, if Service Provider's Services require the
project to be designed within a set budget, Service Provider shall be required to re-design
the project to bring the cost within the budget at no additional expense to City.
6.15 In the case of a conflict between the provisions herein and any other attachment to
this Agreement, the provisions set forth above will govern, unless otherwise specifically
agreed to in writing.
SECTION 7. INSURANCE AND INDEMNIFICATION
7.1 . Service Provider shall procure and maintain during the term of this Agreement
insurance as required by the Insurance Schedule set forth in Exhibit C.
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7.2. Indemnification - To the fullest extent permitted by law, Service Provider shall
indemnify and hold harmless City, its officers and employees, from and against all claims,
damages, losses and expenses, including but not limited to attorneys' fees, arising out of or
resulting from performance of the Agreement, provided that such claim, damages, loss or
expense is attributable to bodily injury, sickness, disease or death, or injury to or destruction
of property, including loss of use resulting therefrom, but only to the extent caused in whole
or in part by negligent acts or omissions of Service Provider, or anyone directly or indirectly
employed by Service Provider or anyone for whose acts Service Provider may be liable,
regardless of whether or not such claim, damage, loss or expense is caused in part by a
party indemnified hereunder.
SECTION 8. PAYMENTS TO SERVICE PROVIDER
8.1 . Reimbursable Expenses. Reimbursable expenses are actual expenses incurred by
Service Provider and Service Provider's employees and Service Providers in the interests
ofthe Project, as identified in Exhibit"A"oras agreed foradditional services. If reimbursable
expenses are not itemized on Exhibit "B", no charge for reimbursable expenses may be
made by Service Provider for basic services.
8.2. Method Of Pavments For Services And Expenses Of Service Provider.
(1) City shall pay Service Provider for basic services pertormed as described on
Exhibit "A", a maximum amount as set forth on Exhibit "B". Exhibit "B", "Service
Provider's Project BudgeY' attached hereto, which is a part of this Agreement, sets
forth the costs of services, special Service Providers, a reimbursable expenses
budget, and a grand total. Billings for services shall be on the basis of the charges
set forth therein. The absolute maximum amount payable to Service Provider for the
basic services contemplated by the Agreement is the total sum stated on Exhibit "B".
Service Provider assumes complete responsibility for the accuracy of the budget.
City is entitled to any savings in the budgeted figures realized during the course of
the Project.
(2) City shall pay Service Provider for contingent basic services pertormed as
described on Exhibit "A", under the heading of "Description of Contingent Basic
Services", if any, a maximum amount as set forth on Exhibit"B". Exhibit"B", "Service
Provider's Project BudgeY' under the heading "Contingent Basic Services Fee"
attached hereto, which is a part of this Agreement, and which sets forth the costs of
services, special Service Providers, a reimbursable expenses budget and a grand
total. If reimbursable expenses are not itemized on Exhibit "B" no charge for
reimbursable expenses may be made by Service Provider for contingent basic
services. Billings for services shall be on the basis of the charges set forth therein.
The absolute maximum amount payable to Service Provider for the contingent basic
services contemplated by the Agreement is the total sum stated on Exhibit "B".
Service Provider assumes complete responsibility for the accuracy of the budget.
City is entitled to any savings in the budgeted figures realized during the course of
the Project.
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(3) Additional Services. In the event additional services are desired by City, the
same shall be requested by written order which shall specify the additional services
and maximum charge therefore including any special Service Providers and
reimbursable expenses and shall be signed by Service Provider and Project
Manager. City shall pay Service Provider for additional services rendered under
Section 1 as follows:
(a) For additional services rendered by Service Provider, the charges set
forth in Exhibit "B" for basic services shall be the basis for determining the
charges for additional services plus agreed upon reimbursable expenses.
(b) For additional services and reimbursable expenses of a special
Service Provider employed by Service Provider as part of additional services,
the amount billed to Service Provider therefor.
(c) For the services rendered by principals and employees as Service
Providers or witnesses in any litigation, hearing or proceedings in accordance
with Section 6.8, at a rate to be negotiated.
8.3. Service Provider shall submit monthly statements for basic and additional services
rendered and for allowable reimbursable expenses incurred to the Project Manager based
upon actual work completed during the billing period. City shall make prompt monthly
payments in response to Service Provider's monthly statements.
8.4. If City fails to make any payment due Service Provider for services and expenses
within thirty days after receipt of Service Provider's bill therefor, the amounts due Service
Provider shall include a charge at the rate of 1°k per month from said thirtieth day, and in
addition, Service Provider may, after giving seven days' written notice to City, suspend
services underthisAgreement until he has been paid in full all amountsdue Service Provider
for services and expenses.
SECTION 9. HAZARDOUS ENVIRONMENT.
9.1 . City has disclosed to the best of its knowledge to Service Provider the existence of
all asbestos, PCBs, petroleum, hazardous waste, or radioactive material located at, on, or
near the site, including type, quantity and location. No additional compensation to pertorm
the services shall be allowed to Service Provider based upon all disclosed hazardous
materials. Service Provider warrants that Service Provider has given due consideration to
the disclosure in preparing Exhibit "B".
9.2. If there has been no disclosure prior to the date of this agreement, City represents to
Service Provider that to the best of its knowledge a hazardous environmental condition does
not exist.
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9.3. If a hazardous environmental condition is encountered or alleged, Service Provider
shall have the obligation to notify City and, to the extent of applicable Laws and Regulations,
appropriate governmental officials.
9.4. If there has been no disclosure of a known hazardous environmental condition,
Service Provider's scope of service does not include any services related to a hazardous
environmental condition. In the event Service Provider or any other party encounters a
hazardous environmental condition, Service Provider may, at its option and without liability
for consequential or any other damages, suspend pertormance of services on the portion of
the Project affected thereby until City: (i) retains appropriate specialist Service Provider(s)
or contractor(s) to identify and, as appropriate, abate, remediate, or remove the hazardous
environmental condition; and (ii) warrants that the site is in full compliance with applicable
laws and regulations.
9.5. If Service Provider's services underthis agreement cannot be pertormed because of
a hazard environmental condition, the existence of the condition shall justify Service
Provider terminating this agreement for cause on 30 days' notice. The provisions of
paragraph 5.7 shall apply.
CITY OF DUBUQUE, IOWA SERVICE PROVIDER
Michael C. Van Milligen, City Manager
ITS
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT B
FEES
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CITY OF DUBUQUE
INSURANCE SCHEDULE J
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