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HomeMy WebLinkAboutBallard King Agreement - Pasco Aquatic/Recreation Center Feasibility StudyPROFESSIONAL SERVICES AGREEMENT Pasco Aquatic/Recreation Center Feasibility Study Project THIS AGREEMENT is made and entered into between the Pasco Public Facilities District, a Washington Municipal Corporation, hereinafter referred to as "District", and Ballard*King and Associates, hereinafter referred to as "Consultant." RECITALS WHEREAS, the District 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 District is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scone 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 the Project Proposal and attached hereto as Exhibit A, and incorporated herein (the "Project"). 2. Term. This Project shall begin on March 1, 2016, and promptly be completed within one hundred twenty (120) calendar days, unless modified by agreement of the parties. 3. Compensation and Pavment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. Such payment shall be full compensation for work perfornted 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 District. Professional Services A._reement- "Pasco Aquatic Recreation Center Feasibility Study" Pate I 3.3 The District shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 The District shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows. Fixed Sum: A total of $39.500. 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the District may require, shall furnish to the District such statements, records, studies, surveys, reports, data, and information as the District may request pertaining to matters covered by this Agreement. 4.3 The Consultant shall, at any time during normal business ]tours and as often as the District 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 District, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The District shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The District 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 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 District 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 District, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. Professional Services A_reement-"Pasco Aquatic Recreation Center Feasibility Study" Paae 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 District, 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 District. 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 District 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 District, 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 District, the District agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the District 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 District or public citation by the District in connection with District action. 6.2 If the Consultant becomes a custodian of public records of the District and request for such records is received by the District, the Consultant shall respond to the request by the District 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. 63 In the event the District receives a public records request for protected work product of the Consultant within its possession, the District shall, prior to the release of any protected work product or as a result of a public records request or Professional Services Agreement- "Pasco Aquatic Recreation Center Feasibility Study" Page 3 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. I ndependent Contractor Relationship. 7.1 The parties intend that an independent contractor relationship is created by this Agreement. The District 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 District for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the District 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 District and shall be subject to the District'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). 7.4 The District may, at its sole discretion, require the Consultant to remove any employee, agent or servant from employment on this Project who, in the District's sole discretion. may be detrimental to the District's interest. 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the District, 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 Professional Services Agreement- "Pasco Aquatic Recreation Center Feasibility Study" Pace 4 Agreement, except for injuries and damages caused by the sole negligence of the District, 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 District, 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 District 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. 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. 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 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 District shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the District. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Professional Services Agreement --Pasco Aquatic Recreation Center Feasibility Study" Paae 5 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 District. Any insurance, self-insurance, or insurance pool coverage maintained by the District 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 District. 9.4 Acceptabilitv 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 District 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. Professional Services Agreement- "Pasco Aquatic Recreation Center Feasibility Study" Pace 6 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 District shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The District 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 District, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 122 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 District. 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 days written notice in advance of the effective date of such termination. Professional Services Agreement -"Pasco Aquatic Recreation Center Feasibility Study" Page 7 14. 15. 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 District 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. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided I'or in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators. 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 District: 14.3.2 For the Consultant: Dispute Resolution. Stan Strebel, Deputy City Manager City of Pasco 525 North 3rd Pasco, WA 99301 strcbelsriipasco-wa.gov (e-mail address) Ken Ballard Ballard*King and Associates 2743 E. Ravenhill Circle Highlands Ranch, CO 80126 ken!6ballardking.com (e-mail address) 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 Professional Services Agreement -"Pasco Aquatic Recreation Center Feasibility Study" Paoe 8 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 District 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. lntearation. This Agreement between the parties consist in its entirety of this document and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. 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 District and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. PASCO PUBLIC FACILITIES DISTRICT Dave Zabeff, CAO and 6ity Manager A E ebbie Clark, District Clerk APP AS TO FORM: Leland B. Kerr, District Attomev CONSULTANT Professional Services Agreement- "Pasco Aquatic Recreation Center Feasibility Study" Page 9 1� BALLARD*KING h& A S S 0 C I A T E S LT I) Recreation Facility Planning and Operation Consultants Ballard*King and Associates is committed to comprehensive planning and operations consulting services, providing for the effective and efficient use of available resources to develop and operate sports, recreation and wellness facilities. 2743 E. Ravenhill Circle * Highlands Ranch, CO 80126 * (303) 470-8661 * www.ballardking.com * BKA@ballardking.com Exhibit A Pasco Aquatic/Recreation Center a Feasibility Study t VBallard*King & Associates in conjunction with Barker Rinker Seacat Architecture and Water Technology Inc., will complete a feasibility study for a proposed Pasco a ,O Aquatic/Recreation Center. Every effort will be made to utilize as much of the O+., information and plans that have already been developed for the project as possible. Obi However, the team will develop a study that is unique to the Pasco market area and �J represents the direction that is best for the community. a Tasks to be Completed Include: rr �l .;:14 Market Analysis: (B*K) Q„ * Service area identification Q" * Demographic characteristics/community profile O - Population/age range/income - Trends a * Competitive market analysis - Alternative aquatic/recreation service providers - Facilities and services offered - Admission rates/attendance numbers * Comparison with national, regional and local participation statistics - NSGA standards - Potential participation levels Public Input: (B*K, BRS and WTI) * Conduct community meetings (2) - Determine community satisfaction with current recreation facilities - Identify priorities for future recreation services and facilities - Assess willingness to pay * Conduct stakeholder interviews (4 max) - Identify key community leaders and project influence individuals - Conduct interviews to gain responses from these individuals/groups * Compile and interpret all information received Ballard*King and Associates is committed to comprehensive planning and operations consulting services, providing for the effective and efficient use of available resources to develop and operate sports, recreation and wellness facilities. 2743 E. Ravenhill Circle * Highlands Ranch, CO 80126 * (303) 470-8661 * www.ballardking.com * BKA@ballardking.com *17BAL ARD*DING gt A SS0CIATI,S LTD 1 Recreation Facility Planning and Operation Consultants Programming Confirmation: (BRS, WTI and B*K) * Project component recommendation/prioritization - Develop a list of the top 5 amenities for revenue production and a list of the 5 lowest. - Validate and adjust the existing facility program for strong cost recovery and a $20 million capital budget - Determine sizing and space allocation requirements - Component relationships and interaction - Possible phasing plan Conceptual Layout Plan Update: (BRS and WTI) * Complete a basic conceptual plan that reflects the new program Project Capital Cost Estimate: (BRS and WTI) * Site costs (based on the facility being built at the new site) * Building construction costs * Soft cost estimates * Total project cost estimate * Determination of estimated useful life of the building Operations Analysis: (B*I) * Operations analysis will be based on the center being built at the new site * Operations analysis will include up to 2 phases * Attendance estimates - Daily - Annually/seasonally * Fee structure - Drop-in - Multiple admissions/annual/season passes - Family, corporate, group - Rentals * Sources of income - Identification and verification of revenue sources * Operating cost projections - Develop a line item budget - Personnel by position - Contractual services - Commodities - Capital replacement Ballard*King and Associates is committed to comprehensive planning and operations consulting services, providing for the effective and efficient use of available resources to develop and operate sports, recreation and wellne s facilities. 2743 E. Ravenhill Circle * Highlands Ranch, CO 80126 * (303) 470-8661 * www.ballardking.com * BKA@ballardking.com b BAL ARD*KING � & ASSOCIATES LTD Recreation racility Planning and Operation Consultants Q Q P4 c� a� KI * Revenue generation projections - Develop a line item accounting - Admissions - Annual/multiple admissions - Programs and services - Rentals - Other revenue sources * Revenue/expenditure comparisons - Cost recovery level * Project recommendations/profitability of components - Marketing strategy - Program/service considerations Partnership Analysis: (B*I) * Identification of potential partnerships - School district - Businesses - Healthcare organizations - Private entities - Other (YMCA's, etc.) * Determination of realistic partnering opportunities - Cost/benefit analysis Final Report: (B*K, BRS and WTI) * Written final report * Conceptual plan * Presentation of report Ballard*King and Associates is committed to comprehensive planning and operations consulting services, providing for the effective and efficient use of available resources to develop and operate sports, recreation and wellness facilities. 2743 E. Ravenhill Circle * Highlands Ranch, CO 80126 * (303) 470-8661 * www.ballardking.com * BKA@ballardking.com b BAL ARD*KING 1111 & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Cost Summary "Cask B*K BRS I Total Market Analysis $3,000 $0 $0 $3,000 Community Meetings (2) $1,000 $1,000 $1,000 $3,000 Stakeholder Interviews (4) $500 $500 $500 $1,500 Programming $500 $2,000 $1,000 $3,500 Conceptual La out $0 $5,000 $3,000 $8,000 Project Cost Estimate $0 $2,000 $1,000 $3,000 Operations Analysis $7,000 $0 $0 $7,000 Partnership Analysis $2,000 $0 $0 $2,000 Final Report $1,000 $1,000 $500 $2,500 Personnel Total $15,000 $11,500 $7,000 $33,500 Reimbursables 2 tris per firm @ $1,000 $2,000 $2,000 $2,000 $6,000 Ballard*King and Associates is committed to comprehensive planning and operations consulting services, providing for the effective and efficient use of available resources to develop and operate sports, recreation and wellness facilities. 2743 E. Ravenhill Circle * Highlands Ranch, CO 80126 * (303) 470-8661 * www.ballardking.com * BKA@ballardking.com