Loading...
HomeMy WebLinkAboutR-2000-100 JINNEMAN, KENNEDY & ASSOCIATES PS AGREEMENTRESOLUTION NO. R-2000-1 0 0 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute an agreement with Jinneman, Kennedy, & Associates, P.S. (JKA), a marketing/financial consulting firm, for consultant services to prepare a marketing/financial analysis for the Yakima Convention Center. WHEREAS, the City of Yakima desires to expand the existing Yakima Convention Center; and WHEREAS, the City requires professional marketing/financial consultant services to determine and evaluate the current market for the proposed project; and WHEREAS, the City does not have the staffing levels or technical expertise necessary to provide said consultant services; and WHEREAS, the Yakima City Council deems it to be in the best interest of the City that the attached agreement document be executed by the City of Yakima, accordingly; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute an agreement with Jinneman, Kennedy, & Associates, P.S. (JKA) for the purpose mentioned above, a copy of which agreement is attached hereto and by reference made a part hereof. ADOPTED BY THE CITY COUNCIL this 1Sday of August, 2000 ATTEST: August 10. 2000 ,2 City Clerk y Place, Mayor TECHNICAL ASSISTANCE AGREEMENT This Technical Assistance Agreement (hereinafter "Agreement") is made and entered into this „6111-• day of August, 2000, by and between the City of Yakima, a Washington State municipal corporation (hereinafter "City"), and Jinneman, Kennedy, & Associates, P.S., (hereinafter "JKA„ WITNESSETH: WHEREAS, the City desires to carry out a Market/Financial Analysis for the Yakima Convention Center Expansion Project (the "Project"); and WHEREAS, the City has determined that the professional services of a financial consultant are needed in developing and implementing the Project; and WHEREAS, the City, issued a public "Request for Statements of Qualifications" from qualified consultants and consultancy firms in order to determine the consultant or consultancy firms best qualified to assist the City in the development and implementation of the Project; and WHEREAS, JKA was determined by the City to be the best qualified consultancy firm to assist the City in the development and implementation of the Project; and WHEREAS, JKA is willing to provide the City with said services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, the City and JKA do hereby agree as follows: 1. SCOPE OF SERVICES. JKA shall provide the City with the following consultant services generally described as assessment, planning, presentation, and final preparation and presentation of a Marketing/Financial Analysis for the Yakima Convention Center. A. The Convention Center Market JKA first task in this study is to determine and evaluate the current market for the Yakima Convention Center. The two components of this market analysis are supply and demand. The competitive market supply consists of convention centers that are located within the Pacific Northwest region, offer comparable facilities and services, and cater to a similar mix of conventions, corporate meetings, trade shows, and other events. Using these criteria, JKA will identify the most direct competitors of the Yakima Convention Center. They will inspect these competing facilities and interview management, focusing on the issues of capacity, quality, seasonality, and sources of demand. Based on this research, they will estimate the current and historical volume of demand for the competitive convention center market. Overall demand will be segmented by location, season, source, and type. Historical demand growth and economic and demographic indicators will be used to project the volume of convention center demand for a five-year forecast period. B. Market Share of the Yakima Convention Center JKA will review the historical volume of demand captured by the Yakima Convention Center. By comparing this data to the results of their market analysis, they will derive the achieved market share of the Yakima facility. JKA will estimate the share of overall market demand that could be captured by the Yakima Convention Center if it were to be expanded as proposed. This estimate will take into account the quality and capacity of the expanded Yakima facility in comparison to its primary competitors. JKA will estimate the market share that should be achievable in a representative future year, and will project the ramp -up of market share from completion through the absorption period. C. Facility Space Requirements JKA will review the plans for the proposed expansion, considering the capacity, flexibility, and configuration of function space in relation to market demand. Among the considerations addressed in this step will be convention attendance, use of breakout space, food and beverage requirements, and suitability for concurrent events. D. Capacity and Revenue JKA will discuss the necessary trade-off between the development cost of new meeting space and the potential increase in revenue. This step will focus on the elasticity of demand and the incremental effect of new capacity on captured demand, by estimating the stabilized annual revenue under several expansion scenarios. E. Potential Operating Challenges JKA will identify and discuss potential challenges to the successful operation of the convention center. One such issue will be the capacity of the Yakima lodging market, and the extent to which local hotels can or will accommodate a greater volume of overnight demand by those attending conventions or other group functions. A second issue will concern the quality and condition of local hotels, the site selection criteria of convention and meeting planners, and the possible implications for marketing of the convention center. Finally, JKA will address the potential impact of development of competing lodging, conference, or convention facilities. F. Projected Operating Revenue JKA will project the annual operating revenue of the expanded convention center through the absorption period and for a representative future year. These estimates will take into account the project volume and mix of demand, the current fee structure, fees charged at comparable convention facilities, and anticipated inflation. G. HoteUMotel Tax JKA will review the historical volume of hotel/motel tax receipts generated in Yakima County over the past five years. They will then project the annual volume of receipts with and without the proposed expansion. This analysis will consider the projected volume and seasonality of convention demand, the capacity of the existing hotels, and the timing and impact of potential new lodging development. In performing the above services, JKA shall consult with officers and employees of the City and shall meet, as appropriate, with such representatives or other entities when necessary, including, without limitation, state and federal officials and representatives of other local organization. The City and JKA may, by mutual written agreement, revise the scope of services of this Agreement. The City and JKA may also, by mutual written agreement, extend and amend this Agreement and the compensation referenced herein, in order to accommodate ensuing Project implementation or other work resulting from the market analysis planning efforts contemplated by this Agreement, beyond the scope of services described herein. 2. COMPENSATION The City shall compensate JKA for performance of services received hereunder in the total amount of Twenty-two thousand five hundred dollars and no/100 dollars ($22,500), payable monthly upon receipt and approval by the City of invoices and documentation of percentages of work completed on the Project. Said compensation amount shall include and cover any and all costs of providing the services required under this Agreement. This will also include out-of- pocket expenses, including transportation, lodging, meals, long distance telephone charges, and document purchases. The City shall make payment to JKA within thirty (30) calendar days upon receipt of each invoice. 3. OWNERSHIP OF MATERIAL AND DOCUMENTS All final reports and other materials prepared by JKA for the City shall be the property of the City; however, all work papers and other source materials shall be the property of JKA. JKA shall deliver such materials to the City in accordance with the terms and conditions of this Agreement. The City shall not, without JKA's written consent, associate JKA's name with the report/product, if a subsequent change is made in such report/product after submission to the City. 4. RIGHT TO INSPECTION AND AUDIT. JKA shall establish and maintain appropriate procedures which will assure the proper accounting of all funds paid to it under this agreement. The City or any of its duly authorized representatives shall have a right to access to any books, documents, papers and records of JKA and/or its subcontractors which are related to the services required under this Agreement for the purpose of making an inspection, an audit, copies, excerpts and transcriptions. All such books and records shall be retained for such periods of time as required by applicable law; provided, however, notwithstanding any shorter periods of retention, all books, records and supporting details shall be retained for a period of at least three (3) years after the expiration of the term of this Agreement. 5. CONFIDENTIALITY REPORTS. JKA shall keep confidential all reports, information and data given to, prepared or assembled by JKA pursuant to JKA's performance hereunder which the City designates as confidential. Such information shall not be made available by JKA to any person, firm, corporation or entity without the prior written consent of the City. 6. COMPLIANCE WITH LAWS. JKA agrees to perform all services under and pursuant to this Agreement in full compliance with all applicable federal, state and local laws. 7. INDEPENDENT CONTRACTOR STATUS OF JKA. JKA and the City understand and expressly agree that JKA is an independent contractor in the performance of each and every part of this Agreement. JKA, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. Additionally, and as an independent contractor, JKA and its employees shall make no claim of City employment, no shall claim against the City any related employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between JKA or any officer, employee or agent of JKA and the City. 8. TAXES AND ASSESSMENTS. JKA shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including, but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, JKA shall pay the same before it becomes due. 9. EQUAL OPPORTUNITY/NON-DISCRIMINATION. During the performance of this Agreement, JKA shall not discriminate in violation of any federal, state, and/or local law and/or regulation on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff, or termination, rates of pay or other forms of compensation, selection for training, and the provisions of services under this Agreement. 10. CONFLICTS OF INTEREST. No board member, officer or employee of the City or its designees or agents, and no other public official who exercises any functions or responsibilities with respect to any requested technical assistance, shall be permitted to financially benefit from this Agreement or have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with this Agreement. 11. LIMITATION ON SCOPE OF SERVICE. JKA will advise the City to the best of its ability concerning the matters within the scope of services under this Agreement. JKA advises the City under this Agreement with certain Assumptions and Limiting Conditions are attached hereto as Exhibits "A" and "B" respectively and incorporated herein by the reference. Nevertheless, and notwithstanding any other agreement between the parties, the following will apply: JKA does not and cannot warrant or guarantee that the City will obtain any particular result. Furthermore, while JKA can advise the City as to the practices or procedures of government entities, JKA does not and cannot warrant or guarantee to the City that those practices or procedures will be followed or will not change. JKA cannot be responsible for giving legal advice or opinions, and the City understands that such advice or opinions can only be given by legal counsel. JKA is responsible for errors in documents it prepares, except that JKA may reasonably rely on factual statements provided by sources outside JKA's control. 12. NO INSURANCE PROVIDED BY THE CITY. JKA understands and agrees that the City does not maintain and shall not provide any insurance, liability or otherwise, for or on behalf of JKA, its directors, officers, employees, agents, representatives, or subcontractors. 13. ERRORS AND OMISSION INSURANCE. Before this Agreement is fully executed by the parties, JKA shall provide the City with a certificate of insurance as proof of Error and Omission liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its officers, elected officials, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kin upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington 14. ASSIGNMENT. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by JKA to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations and liabilities of JKA as stated herein. 15. SEVERABILITY. If any portion of this Agreement is changed by mutual agreement, or if any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 16. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties regarding the matters covered and supersedes any and all other agreements, either oral or in writing, regarding the matters contained herein. 17. NON -WAIVER. The waiver by JKA or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provision. 18. TERMINATION OF AGREEMENT. Either party may terminate this Agreement, with or without cause, by providing the other party with a written termination notice at least thirty (30) calendar days prior to the effective termination date. In the event that the City terminates this Agreement without cause, JKA shall be entitled to compensation in accordance with section (III) for services rendered through the date of termination. 19. NOTICES. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand - delivered to the parties to their addresses as follows: To City: To JKA: K. Wendell Adams, P.E. City Engineer Engineering Division 129 North 2nd Street Yakima, Washington 98901 Paul Jinneman, ISHC, MAI Principal Jinneman, Kennedy, & Associates, P.S. 6720 Fort Dent Way, Suite 120 Seattle, Washington 98188 ly Or to such other addresses as the- parties may hereafter designate in writing. Notices and/or demand § shall be sent by'registered or certified mail, postage prepaid, or hand -delivered. Such notices shall be deemed effective when mailed or hand -delivered at the addresses specified above. 20. SURVIVAL. Any provision of this Agreement which 'imp.oses an obligation after termination or expiration of this Agreement shall survive the, term or expiration of this 'Agreement and shall be binding on the parties to this Agreement. 21. GOVERNING LAW. This Agreement and the rights of the parties shall be construed, interpreted and deteunined in accordance with the laws of the State of Washington. 22. VENUE OF LEGAL PROCEEDINGS. Venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County; Washington. • IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF YAKIMA B Date: Richard A. Zais, Jr. City Manager JINNEIVIAN, KENNEDY, & ASSOCIATES, P S . By: Paul Jinnem Principal Date: City Contract No. 2000-65 • Resolution No. R-2000-100 1 C, MAI Exhibit A ASSUMPTIONS This feasibility study report has been prepared under the following general assumptions: • No responsibility is assumed for matters of a legal nature. • Responsible ownership and competent property management are assumed. • The information provided by others is believed to be reliable. However, no warranty is given for its accuracy. • All engineering is assumed to be correct. The plot plans and illustrative matenal in this report are included only to assist the reader in visualizing the property, • It is assumed there are no hidden or inapparent conditions of the property, subsoil, or structures that render it more or less useful. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. • Full compliance with all applicable federal, state, and local environmental regulations and laws is assumed. • Full compliance with all applicable zoning and use regulations and restrictions is assumed. • It is assumed that all required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained. • It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass. Exhibit B LIMITING CONDITIONS This feasibility study report has been prepared under the following general limiting conditions: • Jinneman, Kennedy, and Associates, P.S., is not required to give further consultation, testimony, or be in attendance in court with reference to this report unless arrangements have been previously made. • Projections of future revenue, expenses, net operating income, mortgage debt service, capital outlays, cash flow, or inflation represent our judgment of the assumptions likely to be used by infoiuied persons in the marketplace. These estimates are intended solely for analytical purposes and are not intended to accurately predict future results or events. Actual performance will differ from these projections, and these differences may be significant. • Estimates of project cost and operating performance are based on building plans and specifications provided by the client during the course of the study. Cost figures are intended as approximations only, and should be verified by competent architectural and engineering firms. In addition, to the extent that the eventual design and construction of the project vary from the plans and specifications provided, the actual development costs and operating performance of the project will differ from the estimates presented herein. • Unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, were not called to the attention or nor did the consultant become aware of such during the consultant's inspection. The consultant has no knowledge of the existence of such materials on or in the property unless otherwise stated. The consultant, however, is not qualified to test such substances or conditions. The presence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardous substances or environmental conditions, may affect the feasibility of the project. Our analysis is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. /41 For Meeting of August 15, 2000 ITEM TITLE: Award Consultant Contract for Yakima Convention Center Expansion Market Feasibility SUBMITTED BY: epartment. of Community and Economic Development - Engineering Division CONTACT PERSON/TELEPHONE: K. Wendell Adams, Engineering Division Manager, 576-6648 SUMMARY EXPLANATION: Attached is a Consultant Contract Agreement for the Market/Financial Analysis for the expansion of the Yakima Convention Center with Jinneman, Kennedy, & Associates. This contract will be used to determine the demand for additional space in the Convention Center. The cost for this analysis is $22,000, which includes all costs associated with this analysis. The time to complete this analysis will be approximately 8 weeks. Resolution X Ordinance Contract X Other (Specify) Funding Source Convention Center Capital Fund - Fund 370 APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Approve the Consultant Agreement for Marketing/Financial Services with Jinneman, Kennedy, & Associates, P.S. for the above referenced project. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution Approved. RESOLUTION NO. R-2000-100.