HomeMy WebLinkAbout2023.05.16 PPFD Meeting PacketPasco Public Facilities District Board
Building Regional Facilities through Community Partnerships
AGENDA
4:00 PM - Tuesday, May 16, 2023; Pasco City Hall, Council Chambers
REMOTE MEETING INSTRUCTIONS - Individuals, who would like to provide public comment remotely,
may continue to do so by filling out the online form via the City’s website (www.pasco-wa.gov/publiccomment)
to obtain access information to comment. Requests to comment in meetings must be received by 4:00 p.m. on the
day of each meeting. To listen to the meeting via phone, call (562) 247-8321 and use access code 826-010-306.
PPFD Board meetings are broadcast live on PSC-TV Channel 191 on Charter/Spectrum Cable in Pasco and
Richland and streamed at www.pasco-wa.gov/psctvlive and on the City’s Facebook page at
www.facebook.com/cityofPasco.
Page
I. Call To Order and Roll Call
II. Recognition of Visitors/Public Comments - This item is provided to allow
the public the opportunity to bring items to the attention of the Pasco Public
Facilities District Board or to express an opinion on an issue. Its purpose is
not to provide a venue for debate or for the posing of questions with the
expectation of an immediate response. Some questions require consideration
by Board over time and after a deliberative process with input from a number
of different sources; some questions are best directed to staff members who
have access to specific information. Public comments will normally be limited
to three minutes by each speaker. Those with lengthy messages are invited
to summarize their comments and/or submit written information for
consideration by the PPFD Board outside of formal meeting s.
III. Approval of Minutes
3 - 5 A. Approve PPFD Board April 20, 2023, Meeting Minutes
MOTION: I move to approve the PPFD Board minutes from the April
20, 2023, meeting.
IV. Claims Approval
V. Financial Report
A. PPFD Cash Flow Statement (Darcy Buckley)
VI. Reports from Committees
A. Design & Construction Committee (Marie Gillespie & Mark
Morrissette)
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B. Audit & Finance Committee (Mark Morrissette & Caroline
Bowdish)
VII. Old Business
VIII. New Business
6 - 21 A. Resolution - Owner's Representative Services Agreement (Matt
Watkins)
MOTION: I move to approve the Selection Committee's
recommendation to select the Wenaha Group as the PPFD Owner's
Representative for the Aquatic Facility project.
MOTION: I move to approve Resolution No. ____, approving the
professional services agreement with Wenaha Group to perform
Owner’s Representative Services for the Aquatic Facility project, and
further, authorize the PPFD Executive Director to execute the contract
documents.
B. Introduction of Wenaha Group (Heath Gardner)
22 - 33 C. Financial Projection for the Aquatic Facility (Richa Sigdel)
IX. Other Business
A. PPFD Executive Director Report
1. Broadmoor Planning Charette
2. Board Retreat/Get To Know Wenaha
3. Master Schedule Review with Wenaha Group
4. AWSPFD Conference - September 27-29, 2023 at the Kennewick
Convention Center
B. City of Pasco Staff Introduction - Jesse Rice
X. Executive Session
XI. Adjournment
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Pasco Public Facilities District Board
MINUTES
4:00 PM - Thursday, April 20, 2023; Pasco City Hall, Council Chambers
CALL TO ORDER AND ROLL CALL
Pasco Public Facilities District (PPFD) President Morrissette called the
meeting to order at 4:04 PM.
Board Members Present: President Mark Morrissette; Vice President
Marie Gillespie; Secretary/Treasurer Caroline Bowdish; Board Member
Leonard Dietrich; and Board Member Spencer Jilek
Board Staff Present: PPFD Executive Director Matt Watkins
City Council & Staff Present: Council Liaison Craig Maloney; Alternate
Council Liaison David Milne; Interim City Manager Adam Lincoln; City
Attorney Eric Ferguson; Administrative & Community Services Director
Zach Ratkai; and City Clerk Debby Barham
RECOGNITION OF VISITORS/PUBLIC COMMENTS
APPROVAL OF MINUTES
Approve PPFD Board March 21, 2023, Meeting Minutes
MOTION: Dr. Jilek moved to approve the PPFD Board minutes from the
March 21, 2022, meeting. Mr. Dietrich seconded. Motion carried
unanimously.
CLAIMS APPROVAL
Approve First 2023 (1st) Quarter Claims
MOTION: Dr. Jilek moved to approve the 2023 first (1st) Quarter claims
as presented. Ms. Bowdish seconded. Motion carried unanimously.
FINANCIAL REPORT
First Quarter 2023 Sales Tax Report and Quarterly Financial Update
(Darcy Buckley)
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Mr. Morrissette asked if the first Quarter 2023 Sales Tax report included one, two
or three months of the 2/10 of one-percent sales and use tax collected for the
PPFD project.
Ms. Buckley responded that the local sales tax detailed in the report totaling $326K
was for the January 2023 tax collection or for one month. She explained that there
is about a two-month delay from when the state receives the local sales and use
tax to when the state distributes the tax back to the local communities.
Discussion continued regarding the collection and distribution of the Washington
State Sales Tax.
Ms. Buckley pointed out that the PPFD had a negative balance of $232K at the
end of 2022 that is owed to the City of Pasco, WA.
Mr. Watkins and Ms. Buckley explained that money owed to the City of Pasco
should be resolved within the next two months. Ms. Buckley will provide a cash
flow statement at the next PPFD Board meeting.
REPORTS FROM COMMITTEES
Design & Construction Committee (Marie Gillespie & Mark
Morrissette)
Mr. Watkins provided a brief report on the status of the Owner's Representative
Request for Qualifications (RFQ). He shared the results from the Evaluation Team,
which included Teresa Jennings-Reed, Marie Gillespie, Mark Morrissette, Matt
Watkins, and Zach Ratkai. The Team reviewed four proposals. Mr. Watkins is
currently negotiating a contract with the preferred firm, which will come back for
the PPFD Board's approval at the May 2023 meeting.
Audit & Finance Committee (Mark Morrissette & Caroline Bowdish)
Mr. Morrissette announced that Ms. Buckley was working on the PPFD Operating
Budget and the new Owner's Representative will develop the PPFD Capital Budget
for the Aquatic Facility project.
OLD BUSINESS
Resolution of Support to Pursue Broadmoor Property Through
Letter of Intent to Purchase (Matt Watkins)
Mr. Watkins provided a brief overview on pursuing the purchase of property located
in the Broadmoor area and requested that the PPFD Board approve the proposed
Resolution allowing PPFD staff to move forward with this.
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There was a discussion regarding the amount of acreage that the PPFD should
purchase to ensure that other key community amenities are located next to the
Aquatic Facility site.
MOTION: Ms. Bowdish moved to approve Resolution No. 2023-04,
granting limited authority to its Executive Director to execute a Purchase
and Sales Agreement with Broadmoor Properties, LLC for acquisition of
Certain real property on which to site the Pasco Aquatics Facility. Mr.
Dietrich seconded. Motion carried unanimously.
OTHER BUSINESS
PPFD Executive Director Report (Matt Watkins)
Mr. Watkins announced that the Pasco City Council approved the new Interlocal
Agreement with the PPFD at their April 17, 2023, meeting. He also commented on
a recent Kiwanis Club meeting he recently attended, as well as some television
interviews regarding the PPFD Aquatic Facility project.
Work Groups to Support PPFD Board Members (Mark Morrissette)
The PPFD Board and Mr. Watkins discussed the development of PPFD work
groups and the size of the work groups. They confirmed that a written description
of what a work group would do to support the PPFD Board would be needed first.
This action may be a little early. Perhaps after the Owner's Representative is
selected and begins its duties, then a work group or groups would be appropriate.
ADJOURNMENT
There being no further business, the meeting was adjourned at 5:05 pm.
PASSED AND APPROVED THIS ___ DAY OF __________, 20__
APPROVED:
Mark Morrissette, President Debra Barham, CMC
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Resolution – PSA – Wenaha Group - 1
RESOLUTION NO. 2023-05
A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT
BOARD, APPROVING THE PROFESSIONAL SERVICES AGREEMENT
WITH WENAHA GROUP TO PERFORM OWNER’S REPRESENTATIVE
SERVICES FOR THE AQUATIC FACILITY PROJECT, AND FURTHER
AUTHORIZE THE PPFD EXECUTIVE DIRECTOR TO EXECUTE THE
CONTRACT DOCUMENTS.
WHEREAS, the Pasco Public Facilities District (PPFD) was duly formed pursuant to
Chapter 35.57 of the Revised Code of Washington on July 15, 2002, by the adoption of City of
Pasco Ordinance No. 3558, and granted all powers provided by law pursuant to RCW 35.57.010;
and
WHEREAS, pursuant RCW 35.57.070, wherein the PPFD may secure services by means
of an agreement with a service provider. The PPFD shall publish notice, establish criteria, receive
and evaluate proposals, and negotiate with respondents under requirements set forth by District
Resolution; and
WHEREAS, on February 21, 2023, the PPFD Board established the process for procuring
service provider agreements through Resolution No. 2023-01; and
WHEREAS, the PPFD Board approved the posting of the Owner’s Representative
Request for Qualifications commencing on February 22, 2023 by Resolution No. 2023-02 and
instructed a Selection Team to review the proposals and recommend the preferred service provider
to the PPFD Board; and
WHEREAS, the PPFD Board approved Wenaha Group as the Owner’s Representative for
the Aquatic Facility project at the May 16, 2023 meeting by motion.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE PASCO PUBLIC FACILITIES DISTRICT as follows:
Section 1. That the Executive Director for the Pasco Public Facilities District (PPFD),
is hereby authorized, empowered, and directed to sign and execute the Professional Services
Agreement with Wenaha Group on behalf of the PPFD Board, a copy of which is attached hereto,
and incorporated herein by reference as Exhibit A; and to make minor substantive changes as
necessary to execute the Agreement; and
Section 2. That this Resolution shall take effect immediately.
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Resolution – PSA – Wenaha Group - 2
PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington,
this ___ day of May, 2023.
PASCO PUBLIC FACILITIES DISTRICT
__________________________________
Mark Morrissette, Board President
ATTEST: APPROVED AS TO FORM:
__________________________________ ___________________________
Caroline Bowdish, Secretary/Treasurer Kerr Ferguson Law, PLLC
Pasco Public Facilities District Attorneys for PPFD
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PSA – Owner’s Representative for Aquatic Facility Project Page 1
PROFESSIONAL SERVICES AGREEMENT
WENAHA GROUP
OWNER’S REPRESENTATIVE FOR AQUATIC FACILITY PROJECT
THIS AGREEMENT is made and entered into between the Pasco Public Facilities District
(PPFD), a Washington Municipal Corporation, hereinafter referred to as “PPFD”, and Wenaha
Group, hereinafter referred to as “Consultant,” on the _______ day of _________________, 2023.
RECITALS
WHEREAS, the PPFD desires to have certain services and/or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including technical and professional
expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon
which the PPFD is relying.
WHEREAS, the PPFD’s Board of Directors finds that the Agreement with Consultant is
both fair and reasonable in light of the duties to be performed, the Consultant’s performance data,
and the nature and complexity of the project.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1.Scope of Services. The Consultant shall perform such services and accomplish such tasks,
including the furnishing of all labor, materials, facilities, and equipment necessary for full
performance thereof, as identified and designated as Consultant’s Responsibilities throughout
this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A,
attached hereto, and incorporated herein (the “Project”).
2.Term. This Project shall begin on the execution date listed above and promptly be completed
by October 31, 2025.
3.Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the performance of
such services. Such payment shall be full compensation for work performed or
services rendered, and for all labor, materials, supplies, equipment, and incidentals
necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by a
written supplemental agreement approved by the PPFD.
EXHIBIT A to Resolution No. 2023-05
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PSA – Owner’s Representative for Aquatic Facility Project Page 2
3.3 The PPFD shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The PPFD shall approve all invoices before payment is
issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
3.4 The PPFD shall pay the Consultant for all work performed and expenses incurred
under this Agreement, as follows.
☐ Hourly (Single Rate): $__________ per hour plus actual expenses incurred as
provided under this Agreement, but not to exceed a total of $____________
without prior written authorization by the PPFD; or
☒ Hourly (Multiple Rate): Such rates as identified on Exhibit B, attached hereto
and incorporated herein, plus actual expenses incurred as provided under this
Agreement, but not to exceed a total of $ 787,819.00 without the prior written
authorization by the PPFD Board of Directors; or
☐ Fixed Sum: A total of $__________________; or
☐ Other: ______________________________________________________
4. Reports and Inspections.
4.1 The Consultant at such times and in such forms as the PPFD may require, shall furnish
to the PPFD such statements, records, studies, surveys, reports, data, and information
as the PPFD may request pertaining to matters covered by this Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
PPFD or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all matters covered,
directly or indirectly, by this Agreement and shall permit the PPFD, or its designated
authorized representative to audit and inspect other data relating to all matters covered
by this Agreement. The PPFD shall receive a copy of all audit reports made by the
agency or Consultant as to the Consultant’s activities. The PPFD may, at its
discretion, conduct an audit at its expense, using its own or outside auditors, of the
Consultant’s activities which relate, directly or indirectly, to this Agreement. Consultant
shall be provided a copy of such reports.
4.3 The Consultant, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the execution
of services at its own expense, and shall maintain its validity. Upon request, the
Consultant shall deliver to the PPFD copies of these licenses, registration documents,
and permits or proof of their issuance or renewal.
4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement and shall maintain such accounting procedures and practices as may be
necessary to assure proper accounting of all funds paid pursuant to this Agreement.
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PSA – Owner’s Representative for Aquatic Facility Project Page 3
These records shall be subject, at all reasonable times, to inspection, review, or audit
as provided above.
4.5 The Consultant shall retain all books, records, documents or other material relevant to
this Agreement for three (3) years after its expiration. Consultant agrees that the
PPFD, or its designee, shall have full access and right to examine any of said materials
at all reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and documents
made, collected, or prepared by the Consultant for performing the services subject to
this Agreement, as well as any final product, collectively referred to as “work product,”
shall be deemed as the exclusive property of the PPFD, including copyright as secured
thereon. Consultant may not use them except in connection with the performance of
the services under this Agreement or with the prior written consent of the PPFD. Any
prior copyrighted materials owned by the Consultant and utilized in the performance
of the services under this Agreement, or embedded in with the materials, products and
services provided thereunder, shall remain the property of the Consultant subject to a
license granted to the PPFD for their continued use of the products and services
provided under this Agreement. Any work product used by the Consultant in the
performance of these services which it deems as “confidential,” “proprietary,” or a
“trade secret” shall be conspicuously designated as such.
5.2 In the event of Consultant’s default, or in the event that this Agreement is terminated
prior to its completion, the work product of the Consultant, along with a summary of
the services performed to date of default or termination, shall become the property of
the PPFD, and tender of the work product and summary shall be a prerequisite to final
payment under this Agreement. The summary of services provided shall be prepared
at no additional cost, if the Agreement is terminated through default by the Consultant.
If the Agreement is terminated through convenience by the PPFD, the PPFD agrees
to pay Consultant for the preparation of the summary of services provided.
6. Public Records.
6.1 Consultant acknowledges that the PPFD is an agency subject to Chapter 42.56 RCW
“Public Records Act.” All preliminary drafts or notes prepared or gathered by the
Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the PPFD or public citation by the PPFD in connection with PPFD
action.
6.2 If the Consultant becomes a custodian of public records of the PPFD and request for
such records is received by the PPFD, the Consultant shall respond to the request by
the PPFD for such records within five (5) business days by either providing the records,
or by identifying in writing the additional time necessary to provide the records with a
description of the reasons why additional time is needed. Such additional time shall
not exceed twenty (20) business days unless extraordinary good cause is shown.
6.3 In the event the PPFD receives a public records request for protected work product of
the Consultant within its possession, the PPFD shall, prior to the release of any
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PSA – Owner’s Representative for Aquatic Facility Project Page 4
protected work product or as a result of a public records request or subpoena, provide
Consultant at least ten (10) business days prior written notice of the pending release
and to reasonably cooperate with any legal action which may be initiated by the
Consultant to enjoin or otherwise prevent such release.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The PPFD is interested primarily in the results to be achieved; subject to
the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant. No
agent, employee, officer or representative of the Consultant shall be deemed to be an
employee, agent, officer, or representative of the PPFD for any purpose, and the
employees of the Consultant are not entitled to any of the benefits or privileges the
PPFD provides for its employees. The Consultant will be solely and entirely
responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of the
details of the work, however, the results of the work contemplated herein must meet
the approval of the PPFD and shall be subject to the PPFD’s general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not limited
to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a Pasco business license.
7.4 The PPFD may, at its sole discretion, require the Consultant to remove any employee,
agent or servant from employment on this Project who, in the PPFD’s sole discretion,
may be detrimental to the PPFD’s interest.
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the PPFD, its officers,
officials, employees, and volunteers harmless from any and all claims, injuries,
damages, losses or suits including attorney fees, arising out of or resulting from the
acts, errors or omissions of the Consultant in performance of this Agreement, except
for injuries and damages caused by the sole negligence of the PPFD.
8.2 However, should a court of competent jurisdiction determine that this Agreement is
subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent
negligence of the Consultant, and the PPFD, its officers, officials, employees, and
volunteers, the Consultant’s liability, including the duty and cost to defend, hereunder
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PSA – Owner’s Representative for Aquatic Facility Project Page 5
shall be only to the extent of the Consultant’s negligence. It is further specifically and
expressly understood that the indemnification provided herein constitutes the
Consultant’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for
purposes of this indemnification. This waiver has been mutually negotiated by the
parties. The provisions of this section shall survive the expiration or termination of this
Agreement.
8.3 No liability shall attach to the PPFD by reason of entering into this Agreement except
as expressly provided herein.
8.4 This indemnification shall include damages, penalties and attorney fees sustained as
a result of Consultant’s delayed or failed performance of Section 6 above.
9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the Consultant, its
agents, representatives, employees, or subcontractors. The Consultant’s maintenance of
insurance as required by the Agreement shall not be construed to limit the liability of the
Consultant to the coverage provided by such insurance, or otherwise limit the PPFD’s
recourse to any remedy available at law or in equity.
9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
9.1.1. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01.
9.1.2. Commercial General Liability insurance shall be at least as broad as ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, stop-gap independent contractors and personal injury and
advertising injury. The PPFD shall be named as an additional insured
under the Consultant’s Commercial General Liability insurance policy
with respect to the work performed for the PPFD using an additional
insured endorsement at least as broad as ISO endorsement form CG 20
26.
9.1.3. Workers’ Compensation coverage as required by the Industrial
Insurance laws of the State of Washington.
9.1.4. Professional Liability insurance appropriate to the Consultant’s
profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance
limits:
9.2.1. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
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PSA – Owner’s Representative for Aquatic Facility Project Page 6
9.2.2. Commercial General Liability insurance shall be written with limits no less
than:
☐ $2,000,000 each occurrence;
☐ $2,000,000 general aggregate; or
☐ $________ each occurrence; and $________ general aggregate
9.2.3. Professional Liability insurance shall be written with limits no less than:
☐ $2,000,000 per claim;
☐ $2,000,000 policy aggregate limit; or
☐ $________ per claim; and $________ per policy aggregate limit
9.3 Other Insurance Provisions. The Consultant’s Automobile Liability, Professional
Liability, and Commercial General Liability insurance policies are to contain, or be
endorsed to contain that they shall be primary insurance as respect the PPFD. Any
insurance, self-insurance, or self-insured pool coverage maintained by the PPFD shall
be excess of the Consultant’s insurance and shall not contribute with it.
9.3.1. The Consultant’s insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
PPFD.
9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than A:VII.
9.5 Verification of Coverage. Consultant shall furnish the PPFD with original certificates
and a copy of the amendatory endorsements, including, but not necessarily limited to,
the additional insured endorsement evidencing the insurance requirements of the
Consultant before commencement of the work.
9.6 Notice of Cancellation. The Consultant shall provide the PPFD with written notice of
any policy cancellation within two (2) business days of their receipt of such notice.
9.7 PPFD Full Availability of Consultant Limits. If the Consultant maintains higher
insurance limits than the minimums shown above, the PPFD shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability maintained
by the Consultant, irrespective of whether such limits maintained by the Consultant
are greater than those required by this Agreement or whether any certificate of
insurance furnished to the PPFD evidences limits of liability lower than those
maintained by the Consultant.
9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the
insurance as required shall constitute a material breach of contract, upon which the
PPFD may, after giving five (5) business days’ notice to the Consultant to correct the
breach, immediately terminate the Agreement or, at its discretion, procure or renew
such insurance and pay any and all premiums in connection therewith, with any sums
so expended to be repaid to the PPFD on demand, or at the sole discretion of the
PPFD, offset against funds due the Consultant from the PPFD.
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PSA – Owner’s Representative for Aquatic Facility Project Page 7
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory,
mental or physical handicap; provided that the prohibition against discrimination in
employment because of handicap shall not apply if the particular disability prevents the
proper performance of the particular worker involved. The Consultant shall ensure that
applicants are employed, and that employees are treated during employment in the
performance of this Agreement without discrimination because of their race, creed, color,
national origin, sex, marital status, age or the presence of any sensory, mental or physical
handicap. Consultant shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, State and Federal laws prohibiting
discrimination in employment.
11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed
nor retained any company, firm, or person, other than a bona fide employee working
exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the PPFD shall have the right to
terminate this Agreement.
12. Assignment and Subcontracting.
12.1 The PPFD has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
subcontract other than as specifically identified in Exhibit A) its performance under this
Agreement or any portions of this Agreement without the prior written consent of the
PPFD, which consent must be sought at least thirty (30) days prior to the date of any
proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local, State
and Federal statutes, ordinances and guidelines..
12.3 Any technical or professional service subcontract not listed in this Agreement, must
have prior written approval by the PPFD.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than thirty (30) day’s written notice in
advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in
this Agreement, or if the Consultant fails to comply with any other provisions of this
Agreement and fails to correct such noncompliance within five (5) business days of
written notice thereof, the PPFD may terminate this Agreement for cause. Termination
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PSA – Owner’s Representative for Aquatic Facility Project Page 8
shall be effected by serving a notice of termination on the Consultant setting forth the
manner in which the Consultant is in default. The Consultant will only be paid for
services and expenses complying with the terms of this Agreement, incurred prior to
termination.
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1. Personal service upon the Project Administrators; or
14.2.2. Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
For the PPFD: For the Consultant:
Matt Watkins
PPFD Executive Director
525 N. Third Avenue
Pasco, WA 99301
Pfd-watkins@pasco-wa.gov
Heath Gardner
Senior Project Manager
100 N Morain St. Suite 201
Kennewick, WA 99336
Heath@wenahagroup.com
15. Dispute Resolution.
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party hereto
that this Agreement shall be governed by the laws of the State of Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation
of this Agreement, the Project Administrators, or their designees, shall first meet in a
good faith effort to resolve such dispute. In the event the dispute cannot be resolved
by agreement of the parties, said dispute shall be resolved by arbitration pursuant to
RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial
de novo, with venue placed in Pasco, Franklin County, Washington. The substantially
prevailing party shall be entitled to its reasonable attorney fees and costs as additional
award and judgment against the other.
16. Nonwaiver. Waiver by the PPFD of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other similar event or
other provision of this Agreement.
17. Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments. Any modification of this Agreement or
change order affecting this Agreement shall be in writing and signed by both parties.
Page 15 of 33
PSA – Owner’s Representative for Aquatic Facility Project Page 9
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the PPFD and the Consultant respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
PASCO PUBLIC FACILITIES DISTRICT,
WASHINGTON
CONSULTANT
Matt Watkins, Executive Director Heath Gardner, Wenaha Group
ATTEST:
__________________________________
Debra C. Barham, City of Pasco Clerk
APPROVED AS TO FORM:
__________________________________
Kerr Ferguson Law, PLLC, PPFD Attorney
Page 16 of 33
Pasco Public Facilities District
Aquatics Center
Owner's Representative Services
Exhibit A - Scope of Services
Services shall include:
General
1.Assume overall responsibility for full project management and construction management
services for the predesign, design, permitting, construction, occupancy and post occupancy
warranty phases. Emphasis on project management, budget management, schedule, quality
control, and contract administration.
2.Develop an overall management plan for the projects to include a project organizational
chart, roles and responsibility matrix, communication plan, preliminary master schedule,
critical dates, preliminary contracting strategy, and other pertinent issues.
3.Act as the district capital construction office for the project(s), including maintenance of
related records, documentation, design data, drawings, correspondence, procurement
documents, etc., pertaining to the construction program. Coordinate with district and City
departments in regards to billing and documentation.
4.Advise the district and consult with district legal counsel on all contract documents. Assist
the District in contract negotiations.
5.Perform project financial management including project controls to maximize value received
within available project funding. Perform reconciliation of the project budget with accounts
payable, warrant and transactions reports. Provide monthly budget reports including
forecasted costs to identify line items that are trending above or below the established
budget.
6.Develop, monitor and report cash flow, and costs throughout the program period.
7.Administer all contracts including architectural, engineering, special consultant services and
general contractor, GCCM or design-builder.
8.As requested, attend public meetings as a representative of the district.
9.Coordinate communication with the team, community and news media as requested, to
enhance understanding and support for the project.
10.Present or assist in presentation of project(s) to appropriate Boards, Commissions,
Agencies, and public hearings as required.
11.Act as district Liaison for the project to the local jurisdictions and state agencies for securing
approval of permits and funding.
Pre-design
1.Assist the District in establishing project oversight and design guidance procedures.
Facilitate formation and management of committees and taskforces if desired. Facilitate
process to establish communication plan, roles and responsibilities.
2.Put in place project reporting, communications, and documentation processes to include
EXHIBIT A - to PSA
Page 17 of 33
progress, schedule, financial, and other information to be distributed to appropriate parties
throughout all phases of the work. Provide appropriate access to district personnel where
collaborative digital platforms are being utilized. Periodically brief staff and Board of
Directors on progress and issues.
3. Assist the district in obtaining funding through a bonding process and/or other funding
pursuits.
4. Prepare District procured consultant proposal solicitations, assist the district in the selection
of other specialty consultants as required and assist with the negotiation of service
agreements. Negotiate and advise the District on Architectural or other specialty consultant
Additional Service Requests (ASR).
5. Facilitate procurement processes for various consultants, goods and services.
6. Develop and maintain a master schedule for the overall project.
7. If desired by the district, lead the approval and selection process for alternative contracting
method. This includes evaluating the project for suitability, preparing the application,
seeking approval of the Project Review Committee, procuring the contractor/design-builder
and executing the contract through design and construction.
8. Assist the district in obtaining various governmental approvals such as CPARB-PRC and
WA CTED review.
9. Identify the scope and prepare budgets for design services and construction contracts that
may be required.
Design Phase
1. Provide general direction and coordinate consultant activities.
2. Review all consultant activities and products, identify and advise where specialized third
party review may benefit the project and assist in procurement and coordination of such
reviews.
3. Review and recommend payment of all District consultant billings.
4. Participate in design meetings and facilitate execution of tasks assigned to district.
5. Assist with value engineering and energy efficiency design protocols. Assist with
constructability analysis. Where formal, third-party value engineering or constructability
reviews are required, oversee procurement and coordination of such.
6. Assist with bid package format (i.e. alternates and phasing)
7. Review periodic design estimates and report on conformance to the established budget.
8. Establish and oversee the production of third-party estimates to validate fair costs, identify
risks or opportunities, and facilitate decision making.
9. Assist in the development and maintenance of district project and construction standards,
protocols and best practices.
10. Work to identify available energy incentives and facilitate the documentation necessary to
qualify and collect applicable incentives, rebates and/or LEED certification if the district
determines it intends to pursue.
Construction Administration
1. Provide periodic presentations/tours as directed by the district.
2. Monitor and review the Contractor's management of the construction schedule. Review and
report on required monthly updates provided by the contractor. Review required short term
Page 18 of 33
“look-ahead” schedules produced by the contractor and compare against the baseline
schedule. Consult with the contractor and district on corrective actions and schedule
revisions. Provide schedule performance reports at regular intervals desired by the district.
3. Attend construction meetings as representative of the district.
4. Monitor general and subcontractor’s work to assure conformance to codes and project
design specifications.
5. Confirm work completed and materials received and approve general contractor progress
payments. Review and audit detailed costs for any time and materials agreements.
6. Track submittal processes, help identify items needing explicit review and approval from the
district, perform and/or facilitate such review and approval.
7. Track and respond to RFI’s on the Districts behalf.
8. Review the contractor’s quality control and quality assurance plan. Monitor activities to
confirm adherence to the plan.
9. Perform regular quality control inspections on behalf of the district in cooperation with the
contractor’s plan. Document items for correction and follow up to ensure items are
satisfactorily addressed.
10. Work to identify, track and communicate risks. Identify and oversee mitigation actions as
directed by the board.
11. Track usage of project contingencies and coordinate approvals for accessing
contingencies.
12. Evaluate and recommend change orders. Analyze change proposals from contractors or
consultants for adherence to the contract. Where appropriate perform fair cost analysis to
validate proposals. Communicate change orders and construction change directives to the
district for authorization.
Project Move-in and Closeout
1. Assist with punch list development. Confirm completion of identified punch list items.
2. Confirm substantial completion, temporary occupancy, and final occupancy.
3. Track and communicate the district’s occupancy schedule.
4. Coordinate owner training activities.
5. Assist the District in development and execution of project closeout, occupancy and warranty
plans.
6. Provide final project close‐out financial information with comparison to master project
budget.
7. Coordinate closely with District’s Furniture, Fixture and Equipment (FF&E) design and
procurement process. (Performance of FF&E design and procurement is available as an
additional service)
Page 19 of 33
Construction Close-Out
1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12
80 80 80 80 80 40 40 40 40 40 40 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 10 10 10
16 16 16 16 16 8 8 8 8 8 8 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4
40 40 40 40 40 80 80 80 80 80 80 120 120 120 120 120 120 120 120 120 120 120 120 120 120 120 120 120 80 40
20 20 20 20 20 20 20 20 20 20 20 32 32 32 32 32 32 32 32 32 32 32 32 32 32 32 32 32 32 20
Aquatics Center
Pasco Public Facilities District
Wenaha Group Fee Schedule
Wenaha Project Team
4838
Scott Rogers - Senior Project Manager 192
Brooklynn Jefferson - Project Coordinator
Hours
Jake Hartwig - Project Manager 2840
Heath Gardner - Project Executive 990
816
2023 20252024
Wenaha Group, Inc.5/12/2023
EXHIBIT B - to PSA
Page 20 of 33
Staff Title 2023 2024 2025
Heath Gardner Project Executive $206.00 $216.30 $227.12
Scott Rogers Project Executive $194.00 $203.70 $213.89
Jake Hartwig Project Manager $150.00 $157.50 $165.38
Brooklynn Jefferson Project Coordinator $94.00 $98.70 $103.64
Staff Title Hours Cost Hours Cost Hours Cost Total Hours Total Cost
Heath Gardner Senior Project Manager 520 $107,120 300 $64,890 170 $38,610 990 $210,620
Scott Rogers Senior Project Manager 104 $20,176 60 $12,222 28 $5,989 192 $38,387
Jake Hartwig Project Manager 440 $66,000 1,320 $207,900 1,080 $178,605 2,840 $452,505
Brooklynn Jefferson Project Coordinator 160 $15,040 348 $34,348 308 $31,920 816 $81,307
1,224 $208,336 2,028 $319,360 1,586 $255,123 4,838 $782,819
$26,094 X 30 Months =
=
Other Direct Expense Budget
Current IRS Total
Travel*3000 Miles $0.63 $1,875.00
Procore Subscription 30 Months $200 $6,000.00
Meals*20 each $35 $700.00
Housing*10 nights $300 $3,000.00
Misc.30 Months $200 $6,000.00
Total Direct Expenses $17,575.00
*Only travel outside Tri-Cities as requested by PPFD
** COL will be claculated based on January CIP index each year. Figures above are based on 5%.
Aquatics Center
Pasco Public Facilities District
Wenaha Group Fee Proposal
Total CM Cost $782,819
$782,819
Hourly Rate + COL Increase based on CIP index**
2023 2024 2025
Lump Sum Fee Per Month (May 2023 - October 2025)Page 21 of 33
5/11/2023
1
Pasco Aquatics
Facility
Financial Analysis
Background
2020 Pasco Aquatic Center Project Study report completed by Ballard King
& Associate
Capital and operational costs based on the study and inflated for 2024
Capital Cost (Includes property purchase)
Phase I ‐$40.9M Phase II ‐$19M
Facility Revenue ‐$1.7M‐1.9M
Sales Tax Revenue ‐$4.1M
Operational expense excludes major infrastructure and equipment
replacement costs and other reserve requirements
1
2
Page 22 of 33
5/11/2023
2
Key Inflation Assumptions
>2027 2024‐2027 Inflation per year
4%8%Labor Expense
4%6%Non-Labor Expense
3%3%Facility Revenue
3%5%Sales Revenue
Construction costs inflated by 25% from the 2020 facility study
Reserve Uses
Operational Reserve
•Unexpected
expenses
•Continuity of
operations during
economic
downturns
•90 days of cash on
hand
recommended
Rehabilitation &
Replacement
Reserves
•Major
infrastructure
rehab or
replacement
• Reserves based on
true replacement
cost or
depreciation
Equipment
Replacement
Reserves
•Replacement of
types of equipment
with relatively
short useful lives
• Reserves are
calculated based on
type, cost, and est.
lives
Restricted Reserve
•Bond covenant
requirements
3
4
Page 23 of 33
5/11/2023
3
Option 1 –Phase I
Inflated Capital Cost ‐$40.9 million (Including property Purchase)
Loan Breakdown (High‐level Estimates)
Loan Proceeds ‐$45,000,000
Debt Issuance Cost ‐$445,000
DOC Feasibility Review ‐$30,000
Land Purchase ‐$2,000,000
Bond Reserve ‐$3,000,000
Construction Proceed ‐$39,525,000
Loan
•Loan Years ‐20
•Interest Rate ‐4.04%
Facility revenue coverage of operational costs –69%
5
6
Page 24 of 33
5/11/2023
4
Phase I – Projection (20‐year loan)
$-
$2
$4
$6
$8
$10
$12
$14
$16
$18
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
$20
202320242025202620272028202920302031203220332034203520362037203820392040204120422043MillionsMillionsYear
PLANNED EXPENSE PLANNED REVENUE CUMULATIVE FUND BALANCE
Reserves (20‐year loan)
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
202320242025202620272028202920302031203220332034203520362037203820392040204120422043MillionsYear
CUMULATIVE FUND BALANCE
7
8
Page 25 of 33
5/11/2023
5
Phase I – Projection (30‐year loan)
$-
$10
$20
$30
$40
$50
$60
$70
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
$20
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045204620472048204920502051205220532054MillionsMillionsYear
PLANNED EXPENSE PLANNED REVENUE CUMULATIVE FUND BALANCE
Reserves (30‐year loan)
$0
$10
$20
$30
$40
$50
$60
$70
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045204620472048204920502051205220532054MillionsYear
CUMULATIVE FUND BALANCE
9
10
Page 26 of 33
5/11/2023
6
Pros Cons
Reserves – the balance of public
perception and organizational risk
tolerance
‐20‐year loan means a lower surplus in the
early years
‐30‐year loan means greater than desired
reserves
‐Bond counsel can authorize repayment
schedules to meet organizational needs
‐Reinvestment of reserves will mitigate this
issue
Facility revenue might not
materialize as projected in the
Ballard King study
Provides services as
promised to the community
Provides an opportunity to
grow reserves
Reserve can be reinvested
to build Phase II
Option 2 –Phase I and II
Inflated Capital Cost ‐$60.6 million (includes property purchase)
11
12
Page 27 of 33
5/11/2023
7
Loan Breakdown (High‐level Estimates)
Loan Proceeds ‐$60,600,000
Debt Issuance Cost ‐$445,000
DOC Feasibility Review ‐$30,000
Land Purchase ‐$2,000,000
Bond Reserve ‐$4,000,000
Construction Proceed ‐$54,125,000
Loan
•Loan Years ‐30
•Interest Rate ‐4.66%
Facility revenue coverage of operational costs –60%
Phase I & II ‐Projection
$20
$16
$12
$8
$4
$0
$4
$8
$12
$16
$20
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045204620472048204920502051205220532054MillionsYear
PLANNED EXPENSE PLANNED REVENUE CUMULATIVE FUND BALANCE
13
14
Page 28 of 33
5/11/2023
8
Reserves
$16
$14
$12
$10
$8
$6
$4
$2
$0
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045204620472048204920502051205220532054MILLIONSYEAR
CUMULATIVE FUND BALANCE
Pros Cons
Not a sustainable
operation
Provides enhanced
services to the
community
15
16
Page 29 of 33
5/11/2023
9
Conclusion
•Phase I is recommended
•Sales tax and facility revenue can sustain up to $45 million of bond
issuance
•Board has the option of issuing a 20 to 30‐year loan
•Reserves allow optimal operational maneuverability during the early
years and withstand adverse economic conditions
•Reinvestment of reserves for Phase II will reduce the risk of carrying
high reserves in future
17
18
Page 30 of 33
Quick Guide for Pasco Aquatics Facility Financial Analysis
Inflation Assumption
Expense 2024‐2027 >2027
Labor Expense 8% 4%
Non‐Labor Expense 6% 4%
Revenue 2024‐2027 >2027
Facility Revenue 3% 3%
Sales Revenue 5% 3%
Capital expenditures have been inflated by 25% from the 2020 estimates for
construction during the year 2024.
Page 31 of 33
2
Debt Assumption
Period Interest
30‐yr 4.66%
25‐yr 4.41%
20‐yr 4.04%
Revenue and Expense Assumption
Expenses were based on the 2020 Pasco Aquatics Study completed by
Ballard King and Associates. The expenses were escalated to account for
inflation. Expenses do not account for major equipment or infrastructure
rehabilitation or replacement. The organization’s fund balance/reserve will
be necessary to account for such expenses.
Facility revenue is also based on the 2020 Pasco Aquatics Study completed
by Ballard King and Associates. A yearly 3% escalation of facility revenue is
accounted for in the revenue projection. Sales tax revenue projections are
Page 32 of 33
3
based on actual sales revenue received by the organization and historical
trends from the City of Pasco.
Reserves
The financial analysis presents reserves/fund balance as net of revenue and
operational expenses (including debt payment). This is done to facilitate the
conversation around reserve policies in the following areas:
1. Operations
2. Rehabilitation & Replacement
3. Equipment
4. Restricted
Organizations have flexibility in all the reserve policies above with the
exception of Restricted reserves. It is common practice to write policies that
reflect the current economic conditions with a strategic goal of revising such
targets.
Page 33 of 33