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HomeMy WebLinkAbout02/17/2015 12 Yakima Convention Center Consulting Services Agreement with Kidder MathewsBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 12. For Meeting of: February 17, 2015 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ITEM TITLE: Resolution authorizing an agreement for Consulting Services with Kidder Mathews to evaluate current meeting and convention market trends, hotel demand and related conditions concerning the Yakima Convention Center to maximize services and opportunities offered in the future SUBMITTED BY: Sean Hawkins, Economic Development Manager - 575-6274 SUMMARY EXPLANATION: The City has not conducted an analysis of how well the Yakima Convention Center is keeping up with the changing trends of hotel and convention services it provides in nearly ten years. In order to be sure the Convention Center is reaching all available markets and maximizing the opportunities to provide its services as well as to enhance the benefits it can provide to the City and the businesses in the area, the City wishes to enter into an agreement for consulting services with Kidder Mathews of Bellevue, WA to obtain a professional evaluation of the current meeting and convention market trends, hotel demand and related conditions, all of which are necessary to make decisions that will assist the Convention Center in better meeting current and future needs and remain productive and competitive in the convention market. Resolution: X Other (Specify): Contract: X Start Date: Upon execution of contract Item Budgeted: Yes Funding Source/Fiscal Impact: Strategic Priority: Economic Development Insurance Required? No Mail to: John Gordon, Kidder Mathews, 500 108th Avenue NE, Bellevue, WA 98004 Phone: 425-454-7040 Ordinance: Contract Term: Six -eight weeks End Date: Amount: 16,000.00 Convention Center Capital Budget APPROVED FOR RECOMMENDATION: City Manager The Economic Development Committee voted to move this to the full Council on February 17, 2015 City Council meeting for adoption. ATTACHMENTS: Description Resolution -Convention Center -Kidder Mathews Consult Aqn,e'1-2015 Convention CenterKidder Mathews Consultant Agreement Convention Center -Kidder Mathews -Contract Summary Upload Date 1/30/2015 1/30/2015 1/30/2015 Type Reso|ution Contract A RESOLUTION RESOLUTION NO. R -2015 - Authorizing and direct the City Manager to execute an Agreement for Consulting Services on behalf of the City of Yakima for the Yakima Convention Center. WHEREAS, the City of Yakima owns the Yakima Convention Center in management partnership with the Public Facilities District; and WHEREAS, the Yakima Convention Center directly generates nearly $12.0 million annually for the local economy from visitor related spending; and WHEREAS, both the City of Yakima and the Public Facilities District have a common interest in insuring that the Yakima Convention Center continues to be an important economic driver for the City downtown area and the City of Yakima; and WHEREAS, conditions in the meeting and convention market have changed in the past five to ten years and the City wishes to conduct a professional study to accurately evaluate the current meeting and convention market trends, hotel demand and related conditions to assist the Convention Center in providing services that will allow the Convention Center to remaining productive and competitive; and WHEREAS, John Gordon of the Kidder Mathews firm located in Bellevue, WA has the specialized expertise in real estate appraisal and assessment of lodging properties and related facilities, together with the experience of having conducted a previous business analysis of the convention and hotel market for the City of Yakima in 2008; and WHEREAS, the assessment resulting from the completion of the work that is provided by the Agreement for Consulting Services attached hereto and incorporated herein by this reference will provide the City with a report that details the professional analysis of market supply, market demand and historical and projected performance that will allow the City to determine the most efficient and effective direction to obtain optimal operation and success of the Yakima Convention Center, and WHEREAS, the City Council has determined that it is in the best interest of the City to utilize the expertise and experience of John Gordon and Kidder Mathews to provide the City with the information and insight necessary to optimize the success of the Yakima Convention Center; 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 the attached and incorporated Agreement for Consulting Services with Kidder Mathews of Bellevue, WA. to provide the City with a report that details the professional analysis of market supply, market demand and historical and projected performance that will allow the City to determine the most efficient and effective direction to obtain optimal operation and success from the Yakima Convention Center. ADOPTED BY THE CITY COUNCIL this 17th day of February, 2015. Micah Cawley, Mayor ATTEST: Sonya Claar Tee, City Clerk For City of Yakima Use Only: Contract No. Project INa. Resadluutiion No. RIFQIPNo. AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND Kidder Mathews FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this day of , 2015, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and Kidder Mathews. with its principal office in Bellevue, WA, hereinafter referred to as "CONSULTANT"; said corporation is licensed and registered to do business in the State of Washington, and will provide services under this Agreement for consulting services to determine and evaluate the Yakima Convention Center market, hereinafter referred to as "SERVICES" on behalf of the City of Yakima WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide services described in this Agreement, incorporated Exhibits and subsequent Amendments thereto; and WHEREAS, CONSULTANT represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and CONSULTANT agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of CONSULTANT shall not be construed to exceed those services specifically set forth herein. 2.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and shall assign, John Gordon as Consultant -in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.3 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled "Scope of Work" (WORK) which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.4 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by CONSULTANT can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time, by written order, direct the CONSULTANT to revise portions of the WORK previously completed in a satisfactory manner, delete portions of the WORK, or request that the CONSULTANT perform additional WORK 1 beyond the scope of the WORK. Such changes hereinafter shall be referred to as "Additional Services." 2.4.1 If such Additional Services cause an increase or decrease in the CONSULTANT'S cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing accordingly. 2.4.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the CONSULTANT according to the provisions set forth in Exhibit B, attached hereto and incorporated herein by this reference, and if so authorized, shall be considered part of the WORK. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. 2.5 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of the CONSULTANT's receipt of the written notification of change. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY -FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANT'S services on the WORK. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and equipment as reasonably required by CONSULTANT for such access. 3.3 TIMELY REVIEW: The CITY will examine the CONSULTANT'S studies, reports, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the CONSULTANT of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession. 3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. CONSULTANT shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based upon the CONSULTANT'S knowledge. 3.5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions there from. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4.1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. 2 SECTION 5 COMPENSATION 5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described in Exhibit A, compensation shall be according to Exhibit B - Schedule of Specific Fees and Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus reimbursement for direct non -salary expenses. 5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for CONSULTANT'S vehicles; meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities; special CITY - requested and PROJECT -related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual charges plus ten percent (10%) and on the basis of current rates when furnished by CONSULTANT. Estimated Direct Non -Salary Expenses are shown in Exhibit B. 5.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by employees of the CONSULTANT and each of the Subconsultants in connection with PROJECT WORK; provided, as follows: • That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for WORK. CONSULTANT, whenever possible, will use the least expensive form of ground transportation. • That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may be adjusted on a yearly basis. • That accommodation shall be at a reasonably priced hotel/motel. • That air travel shall be by coach class, and shall be used only when absolutely necessary. 5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this PROJECT shall not exceed Sixteen Thousand Dollars ($16,000). The CONSULTANT will make reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased, the CONSULTANT'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase, and provided that the City was informed in writing at the time such costs were incurred. 5.3 Proposed Payment Schedule 3 30 days from commencement $8,000 Issuance of draft report $8,000 TOTAL: $16,000 3 For any services authorized by the City beyond the fixed fee scope of work shall follow a monthly payment schedule as follows: The CONSULTANT shall submit to the City's Representative an invoice each month for payment for services completed through the accounting cut-off day of the previous month. Such invoices shall be for services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The CONSULTANT shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the CONSULTANT promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional supporting information required. 5.4 Payment terms are net 30 after receipt of approved invoice(s). SECTION 6 RESPONSIBILITY OF CONSULTANT 6.1 INDEMNIFICATION: (a) CONSULTANT agrees to defend, indemnify, and hold harmless the CITY, its elected officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings,(including reasonable costs and attorneys fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct arising out of the CONSULTANT's performance under this Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the CONSULTANT, the CONSULTANT shall at once cause the same to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify and hold the CONSULTANT harmless from loss, cost, or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees, or agents in connection with the service. (c) If the negligence or willful misconduct of both the CONSULTANT and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 6.2 In any and all claims by an employee of the CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for the CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. 4 SECTION 7 AUDIT AND ACCESS TO RECORDS 7.1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY, or the CITY'S duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the WORK. The CITY shall also have access to such books, records, and documents during the performance of the WORK, if deemed necessary by the CITY, to verify the CONSULTANT'S WORK and invoices. 7.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 7.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the CONSULTANT. 7.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract for WORK. 7.5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 8 INSURANCE 8.1 At all times during performance of the Services, CONSULTANT shall secure and maintain in effect insurance to protect the City and the CONSULTANT from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. CONSULTANT shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the rights to require higher limits should it deem it necessary in the best interest of the public. 8.1.1 Commercial General Liability Insurance. Before this Contract is fully executed by the parties, CONSULTANT shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. 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. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insured will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. 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. 5 8.1.2. Commercial Automobile Liability Insurance. a. If CONSULTANT owns any vehicles, before this Contract is fully executed by the parties, OIC shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If CONSULTANT does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Contract, which is Section 8.1.1 entitled "Commercial General Liability Insurance". c. Under either situation described above in Section 8.1.2.a and Section 8.1.2.b, the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insured will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. 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. 8.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. SECTION 9 SUBCONTRACTS 9.1 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to subcontract any portion of the WORK to be performed under this Agreement. SECTION 10 ASSIGNMENT 10.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or CONSULTANT without prior written consent of the other, which consent will not be unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 11 INTEGRATION This Agreement along with the City RFP and the Consultant's response to the RFP represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 12 JURISDICTION AND VENUE 12.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall be in a court of competent jurisdiction in Yakima County, State of Washington. 6 SECTION 13 EQUAL EMPLOYMENT and NONDISCRIMINATION 13.1 During the performance of this Agreement, CONSULTANT and CONSULTANT's subconsultants shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. 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 provision of services under this Agreement. CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 14 SUSPENSION OF WORK 14.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CONSULTANT's control are interfering with normal progress of the WORK. CONSULTANT may suspend WORK on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 15. SECTION 15 TERMINATION OF WORK 15.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 15.2 In addition to termination under subsection 15.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the CONSULTANT is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination 15.3 If CITY terminates for default on the part of the CONSULTANT, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the CONSULTANT at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the CONSULTANT'S breach. In such event, CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the CONSULTANT agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or 7 commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 15.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the CONSULTANT reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 15.5 Upon receipt of a termination notice under subsections 15.1 or 15.2 above, the CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the CONSULTANT or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 15.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals; provided, the CONSULTANT shall have no responsibility to prosecute further WORK thereon. 15.7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT has not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 15.4 of this Section. 15.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the CONSULTANT in PROJECT WORK or for any corporate officer of the CONSULTANT to render his services to the PROJECT, the CONSULTANT shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 15.3 of this Section. SECTION 16 DISPUTE RESOLUTION 16.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 17 NOTICE 17.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier. CITY: City of Yakima Tony O'Rourke, City Manager 129 North 2nd Street Yakima, WA 98901 8 CONSULTANT: John D. Gordon, MAI Kidder Mathews 500 108th Avenue NE Bellevue, WA 98004 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA Kidder Mathews Tony O'Rourke Signature Printed Name: Printed Name: Title: City Manager Title: Date: Date: Attest City Clerk 9 Task 1 EXHIBIT A SCOPE OF SERVICES Determine and evaluate the Yakima Convention Center market. We first will evaluate the supply of comparable convention facilities and the historical volume of meeting demand. This will establish a baseline for our subsequent analysis of the proposed expansion. There are two components to the competitive supply: freestanding convention and event centers, and meeting facilities housed within full service hotels. We will conduct a statewide survey of convention centers and convention hotels, compiling data on location, age, configuration, and capacity. This will establish the volume of space available for meetings and events in the primary urban markets. Demand will be estimated for each market based on the number of events, the number of delegate days, the number of occupied nights, and the volume of convention center revenue. This data will be used to evaluate the historical position of Yakima within the regional convention market. Task 2 Estimate the market share obtainable by an expanded facility. For this task, we will project regional convention demand through a forecast period of at least five years. We then will use penetration analysis to estimate the volume of demand that could be captured in the Yakima market with and without an expansion. Task 3 Review facility space requirements to ensure that they match potential markets. For this task, we will first compare the configuration and capacity of convention facilities in Yakima (as proposed) to those of the comparable markets. We will then draw a comparison of demand by event type, average delegate count, seasonality, and source market. 10 Task 4 Identify tradeoff of space versus revenue, if facility is not built to match market potential. This task requires a sensitivity analysis. Based on our research and on the expectations of city officials and convention center management, we will consider several development options. For each option, we will estimate the annual volume of convention center revenue through the forecast period. Task 5 Determine potential growth of hotel/motel tax for the next five years. For this task, we will first evaluate the historical relationship of lodging tax receipts to convention volume. Based on our forecast of convention revenue and delegate days, we will estimate the potential lodging revenue and tax receipts. We will then adjust this forecast to account for projected changes in the Yakima lodging supply. Task 6 Project operating revenue for the first five years. Our forecast of revenue for the expanded convention center will be based on the historical revenue per event and per delegate, adjusted for trending and for projected changes in the mix and size of events. This analysis will consider rental income, catering and other service income, and the potential for lease income. Task 7 Project operating expenses for the first five years. Report Expenses will be projected based on the historical expenses and projected changes in revenue. Expenses will be segregated between variable components (those items that are directly related to revenue and/or volume) and fixed components (those that are not). The results of our analysis will be presented in a self-contained narrative report. This report will include explanatory text and tables detailing our analysis of market supply, market demand, and historical and projected performance. The Addendum to the report will include site and building plans and other exhibits, as available. The estimated duration of the assignment is six to eight weeks from the date of authorization. 11 EXHIBIT B Professional Fees and Rates Total fee: $16,000 Expenses: Included Rates: John D. Gordon, MAI $275/hour Vice President Jesse L. Baker $125/hour Associate 12 Agreement for Consulting Services with Kidder Mathews of Bellevue, WA Purpose of consulting services: Conditions in the meeting and convention market for Yakima and Washington state have changed in the past five to ten years as new facilities have come online in competing markets and as a result of the recent economic downturn. The City, Public Facilities District and Yakima Convention Center administration wishes to conduct a professional study to accurately evaluate current and future meeting and convention market trends, hotel demand and related conditions. Summary of the contract and contractor's qualifications: This contract is to enter in an agreement with Kidder Mathews of Bellevue to conduct a market survey of the meetings market industry. As outlined in the scope of work there are seven tasks to the contract: 1. Determine and evaluate the Yakima Convention Center market. 2. Estimate the market share obtainable by an expanded facility. 3. Review facility space requirements to ensure that they match potential markets. 4. Identify tradeoff of space versus revenue, if facility is not built to match market potential. 5. Determine potential growth of hotel/motel tax for the next five years. 6. Project operating revenue for the first five years. 7. Project operating expenses for the first five years. The firm Kidder Mathews has extensive expertise in real estate assessments and analysis. John Gordon, the principal staff member involved with this project, specializes in the lodging, meetings and hospitality industry. Mr. Gordon previously conducted a similar analysis for the City in 2008 and is familiar with the local market, Yakima Convention Center and the meeting facilities in Washington state. Total cost of professional services contract: $16,000 inclusive for the scope of work outlined. Project is budgeted in the 2015 Convention Center Capital Budget. Length of project: Contractor states that upon execution of the contract the work should take six to eight weeks. End results and benefit for the City: Contractor will prepare a report that provides a professional analysis of market supply, market demand and historical and projected performance that will allow the City and center staff to determine the most efficient and effective direction to obtain optimal operation and success of the Yakima Convention Center.