Loading...
HomeMy WebLinkAboutResolution No. 2025-04 - Branding Award to Focal PointRESOLUTION NO.2025-04 A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT BOARD APPROVING THE PROFESSIONAL SERVICES AGREEMENT WITH FOCAL POINT TO PERFORM BRANDING AND MARKETING SERVICES FOR THE AQUATIC FACILITY PROJECT NOT TO EXCEED $50,000, 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 RFQ for Branding and Marketing Packages commencing on November 19, 2024 by Resolution No. 2024-18 and instructed a Selection Team to review the proposals and recommend the preferred service provider to the PPFD Board; and WHEREAS, the evaluation team reviewed and scored four submitters in September 2025 for qualifications, interviewed and scored two short-listed firms, and found Focal Point the most qualified. 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 Focal Point on behalf of the PPFD Board not to exceed $50,000, 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. Resolution — Branding and Marketing - 1 PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington, on this 17a', day of September, 2025. PASCO PUBLIC FACILITIES DISTRICT Mar Morrisset , Board President ATTEST: Caroline Bowdis i, ecretary/Treasurer Pasco Public Facilities District APPROVED AS TO FORM: Kerr,Fdrguson Law, PLLC Ak6rnev for PPFD Resolution — Branding and Marketing - 2 PROFESSIONAL SERVICES AGREEMENT Exhibit A Place Branding THIS AGREEMENT is made and entered into between the Pasco Public Facilities District, a Washington Municipal Corporation, hereinafter referred to as "PPFD", and Focal Point, hereinafter referred to as "Consultant," on the day of 2025. 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. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 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 extend through the calendar years 2025 and 2026. 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 Projects. 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. 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. ® Other: As mutually agreed upon between the parties, plus actual expenses, pursuant to Exhibit B — Schedule of Compensation and Exhibit C — Schedule of Hourly Rates. 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 firm 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. 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 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 Public Facilities District 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. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the PPFD, its officers, officials, agents, employees, and volunteers from any and all claims and causes of action, including, but not limited to, actions of law or administrative proceedings for all injuries to persons or damages to property, and all losses, damages, demands, suits, judgments, including attorney fees, arising out of, or as a result of, or in connection with the work performed under this Agreement, and caused or occasioned in whole or in part by reason of errors, negligent acts or omissions of the Consultant or its subcontractors in the performance of this Agreement, except for injuries and damages caused by the sole negligence of the PPFD, its officers, employees, agents, and volunteers. 8.2 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 injuries or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the PPFD, its officers, employees, agents and volunteers, the Consultant's liability and obligation to defend hereunder shall only be the proportionate extent of the Consultant's negligence. 8.3 It is further agreed that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. 8.4 No liability shall attach to the PPFD by reason of entering into this Agreement except as expressly provided herein. 8.5 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant's delayed or failed performance of Section 6 above. 8.6 This waiver has been mutually negotiated by the parties, and the provisions of this section shall survive the expiration or termination of this Agreement. 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. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 9.1.1. Automobile Liability insurance covering all owned, public owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 9.1.2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The PPFD shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the PPFD. 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. 9.2.2. Commercial General Liability insurance shall be written with limits no less than: ❑ $1,000,000 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: ❑ $1,000,000 per claim; ❑ $1,000,000 policy aggregate limit; or ❑ $ per claim; and $ per policy aggregate limit 9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability, and Commercial General Liability insurance: 9.3.1. The Consultant's insurance coverage shall be primary insurance as respects the PPFD. Any insurance, self-insurance, or insurance pool coverage maintained by the PPFD shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.2. 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. 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 ten (10) business 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 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: 14.3.1. For the PPFD: Matt Watkins Executive Director 525 North 3rd PO Box 293 Pasco WA 99301 pfti-watkins(cr pasco-wa.gov 14.3.2. For the Consultant: XXXXXXXXXX, or his/her designee XXXXXXXXX XXXXXXXXX XXXXXXXXX XXXXXXXXX XXXXXXXXX 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. 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 FOCAL POINT Matt Watkins, PPFD Executive Director {Consultant} ATTEST: Debra C Barham, City Clerk APPROVED AS TO FORM: Kerr Ferguson Law, PLLC, PPFD Attorney