Professional Services Agreement with Pegaus Planning for Economic Development Analysis and PlanAGREEMENT FOR PROFESSIONAL SERVICES
ECONOMIC DEVLOPMENT ANALYSIS AND PLAN
PROJECT NUMBER 10485
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 25TH day of MARCH, 2014, and entered into by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho, hereinafter
referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and
Pegasus Planning and Development, hereinafter referred to as "CONSULTANT",
whose business address is 1603 W. 6th Street. Austin. TX 70703.
INTRODUCTION
Whereas, the City has a need for services involving Professional
Economic Development Analysis and Planning Services• and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1. Scope of Services:
1.1 CONSULTANT shall perform and furnish to the City upon execution of this
Agreement and receipt of the City's written notice to proceed, all services, and
comply in all respects, as specified in the document titled "Scope of Services" a
copy of which is attached hereto as Attachment "A" and incorporated herein by
this reference, together with any amendments that may be agreed to in writing by
the parties.
1.2 All documents, drawings and written work product prepared or produced
by the Consultant under this Agreement, including without limitation electronic
data files, are the property of the Consultant; provided ,however, the City shall
have the right to reproduce, publish and use all such work, or any part thereof, in
any manner and for any purposes whatsoever and to authorize others to do so.
If any such work is copyrightable, the Consultant may copyright the same, except
that, as to any work which is copyrighted by the Consultant, the City reserves a
royalty-free, non-exclusive, and irrevocable license to reproduce, publish and use
such work, or any part thereof, and to authorize others to do so.
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PROJECT NUMBER 10485
1.3 The Consultant shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable
federal, state and city laws, ordinances, regulations and resolutions. The
Consultant represents and warrants that it will perform its work in accordance
with generally accepted industry standards and practices for the profession or
professions that are used in performance of this Agreement and that are in effect
at the time of performance of this Agreement. Except for that representation and
any representations made or contained in any proposal submitted by the
Consultant and any reports or opinions prepared or issued as part of the work
performed by the Consultant under this Agreement, Consultant makes no other
warranties, either express or implied, as part of this Agreement.
1.4 Services and work provide by the consultant at the City's request under
this Agreement will be performed in a timely manner in accordance with a
Schedule of Work, which the parties hereto shall agree to. The Schedule of
Work may be revised from time to time upon mutual written consent of the
parties.
2. Consideration
2.1 The Consultant shall be compensated on a Not to Exceed Lump Sum
basis as provided in Attachment B "Payment Schedule" attached hereto and by
reference made a part hereof for the Not-to-Exceed amount of $45,000.00.
2.2 The Consultant shall provide the City with a monthly statement, as
services warrant, of fees earned during the billing period, which the City will pay
within 30 days of receipt of a correct invoice and approval by the City. The City
will not withhold any Federal or State income taxes or Social Security Tax from
any payment made by City to Consultant under the terms and conditions of this
Agreement. Payment of all taxes and other assessments on such sums is the
sole responsibility of Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall not be
entitled to receive from the City any additional consideration, compensation,
salary, wages, or other type of remuneration for services rendered under this
Agreement., including but not limited to, meals, lodging, transportation,
drawings, renderings or mockups. Specifically, Consultant shall not be entitled
by virtue of this Agreement to consideration in the form of overtime, health
insurance benefits, retirement benefits, paid holidays or other paid leaves of
absence of any type or kind whatsoever.
3. Time of Performance:
This agreement shall become effective upon execution by both parties, and shall
expire upon completion of the agreed upon services (est. to be July 31, 2014), or
unless sooner terminated as provided below or unless some other method or
time of termination is listed in Attachment A. This Agreement shall terminate
ECONOMIC DEVELOPMENT ANALYSIS & PLANNING Page 2 of 12
PROJECT NUMBER 10485
automatically on the occurrence of (a) bankruptcy or insolvency of either party, or
(b) sale of Consultants business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting
as an independent contractor, and neither CONSULTANT nor any officer,
employee or agent of CONSULTANT will be deemed an employee of CITY.
Except as expressly provided in Attachment A, Consultant has no authority or
responsibility to exercise any rights or power vested in the City. The selection
and designation of the personnel of the CITY in the pertormance of this
agreement shall be made by the CITY.
4.2 Consultant shall determine the method, details and means of performing
the work and services to be provided by Consultant under this Agreement.
Consultant shall be responsible to City only for the requirements and results
specified in this Agreement and, except as expressly provided in this Agreement,
shall not be subjected to City's control with respect to the physical action or
activities of Consultant in fulfillment of this Agreement.
5. Indemnification and Insurance:
CONSULTANT shall indemnify and save and hold harmless CITY from and for
any and all losses, claims, actions, judgments for damages, or injury to persons
or property and losses and expenses and other costs including litigation costs
and attorney's fees, arising out of, resulting from, or in connection with the
performance of this Agreement by the CONSULTANT, its servants, agents,
officers, employees, guests, and business invitees, and not caused by or arising
out of the tortuous conduct of CITY or its employees. CONSULTANT shall
maintain, and specifically agrees that it will maintain, throughout the term of this
Agreement, liability insurance, in which the CITY shall be named an additional
insured in the minimum amounts as follow: General Liability One Million Dollars
($1,000,000) per incident or occurrence, Professional Liability / Professional
errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile
Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence
and Workers' Compensation Insurance , in the statutory limits as required by
law.. The limits of insurance shall not be deemed a limitation of the covenants to
indemnify and save and hold harmless CITY; and if CITY becomes liable for an
amount in excess of the insurance limits, herein provided, CONSULTANT
covenants and agrees to indemnify and save and hold harmless CITY from and
for all such losses, claims, actions, or judgments for damages or injury to
persons or property and other costs, including litigation costs and attorneys' fees,
arising out of, resulting from or in connection with the performance of this
Agreement by the Consultant or Consultant's officers, employs, agents,
representatives or subcontractors and resulting in or attributable to personal
injury, death, or damage or destruction to tangible or intangible property,
including use of. CONSULTANT shall provide CITY with a Certificate of
ECONOMIC DEVELOPMENT ANALYSIS & PLANNING Page 3 of 12
PROJECT NUMBER 10485
Insurance, or other proof of insurance evidencing CONSULTANT'S compliance
with the requirements of this paragraph and file such proof of insurance with the
CITY at least ten (10) days prior to the date Consultant begins performance of its
obligations under this Agreement. In the event the insurance minimums are
changed, CONSULTANT shall immediately submit proof of compliance with the
changed limits. Evidence of all insurance shall be submitted to the City
Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway
Avenue, Meridian, Idaho 83642.
6. Notices: Any and all notices required to be given by either of the parties hereto,
unless otherwise stated in this agreement, shall be in writing and be deemed
communicated when mailed in the United States mail, certified, return receipt
requested, addressed as follows:
CITY
City of Meridian
Purchasing Manager
33 E Broadway Ave
Meridian, ID 83642
208-888-4433
Email:
kwatts@merid iancity.o rg
PEGASUS PLANNING & DEVELOPMENT
Attn: Sean Garreston, President
1603 W. 6rh Street
Austin, TX 78703
Phone: 512-300-7270
Email:
sean @pegasusplanninganddevelopment. com
Either party may change their address for the purpose of this paragraph by giving
written notice of such change to the other in the manner herein provided.
7. Attorney Fees: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to
any other relief as may be granted, to court costs and reasonable attorneys' fees
as determined by a Court of competent jurisdiction. This provision shall be
deemed to be a separate contract between the parties and shall survive any
default, termination or forfeiture of this Agreement.
8. Time is of the Essence: The parties hereto acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition and
provision hereof, and that the failure to timely perform any of the obligations
hereunder shall constitute a breach of, and a default under, this Agreement by
the party so failing to perform.
9. Assignment: It is expressly agreed and understood by the parties hereto, that
CONSULTANT shall not have the right to assign, transfer, hypothecate or sell
any of its rights under this Agreement except upon the prior express written
consent of CITY.
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PROJECT NUMBER 10485
10. Discrimination Prohibited: In performing the Services required herein,
CONSULTANT shall not unlawfully discriminate in violation of any federal, state
or local law, rule or regulation against any person on the basis of race, color,
religion, sex, national origin or ancestry, age or disability.
11. Reports and Information:
11.1 At such times and in such forms as the CITY may require, there shall be
furnished to the CITY such statements, records, reports, data and information as
the CITY may request pertaining to matters covered by this Agreement.
11.2 Consultant shall maintain all writings, documents and records prepared or
compiled in connection with the performance of this Agreement for a minimum of
four (4) years from the termination or completion of this or Agreement. This
includes any handwriting, typewriting, printing, photo static, photographic and
every other means of recording upon any tangible thing, any form of
communication or representation including letters, words, pictures, sounds or
symbols or any combination thereof.
12. Audits and Inspections: At any time during normal business hours and as
often as the CITY may deem necessary, there shall be made available to the
CITY for examination all of CONSULTANT'S records with respect to all matters
covered by this Agreement. CONSULTANT shall permit the CITY to audit,
examine, and make excerpts or transcripts from such records, and to make
audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment and other data relating to all matters covered by this
Agreement.
13. Publication, Reproduction and Use of Material: No material produced in
whole or in part under this Agreement shall be subject to copyright in the United
States or in any other country. The CITY shall have unrestricted authority to
publish, disclose and otherwise use, in whole or in part, any reports, data or other
materials prepared under this Agreement.
14. Compliance with Laws: In performing the scope of services required
hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and
codes of Federal, State, and local governments.
15. Changes: The CITY may, from time to time, request changes in the Scope of
Services to be performed hereunder. Such changes, including any increase or
decrease in the amount of CONSULTANT'S compensation, which are mutually
agreed upon by and between the CITY and CONSULTANT, shall be
incorporated in written amendments to this Agreement.
16. Termination: If, through any cause, CONSULTANT, its officers, employees, or
agents fails to fulfill in a timely and proper manner its obligations under this
Agreement, violates any of the covenants, agreements, or stipulations of this
ECONOMIC DEVELOPMENT ANALYSIS & PLANNING Page 5 of 12
PROJECT NUMBER 10485
Agreement, falsifies any record or document required to be prepared under this
agreement, engages in fraud, dishonesty, or any other act of misconduct in the
performance of this contract, or if the City Council determines that termination of
this Agreement is in the best interest of CITY, the CITY shall thereupon have the
right to terminate this Agreement, in part or in its entirety, by giving written notice
to CONSULTANT of such termination and specifying the effective date thereof at
least fifteen (15) days before the effective date of such termination.
CONSULTANT may terminate this agreement at any time by giving at least sixty
(60) days notice to CITY.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by CONSULTANT under this Agreement
shall, at the option of the CITY, become its property, and CONSULTANT shall be
entitled to receive just and equitable compensation for any work satisfactorily
complete hereunder.
Notwithstanding the above, CONSULTANT shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by CONSULTANT, and the CITY may withhold any payments to
CONSULTANT for the purposes of set-off until such time as the exact amount of
damages due the CITY from CONSULTANT is determined. This provision shall
survive the termination of this agreement and shall not relieve CONSULTANT of
its liability to the CITY for damages.
17. Construction and Severability: If any part of this Agreement is held to be
invalid or unenforceable, such holding will not affect the validity or enforceability
of any other part of this Agreement so long as the remainder of the Agreement is
reasonably capable of completion.
18. Advice of Attorney: Each party warrants and represents that in executing this
Agreement. It has received independent legal advice from its attorney's or the
opportunity to seek such advice.
19. Entire Agreement: This Agreement contains the entire agreement of the parties
and supersedes any and all other agreements or understandings, oral of written,
whether previous to the execution hereof or contemporaneous herewith.
20. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq.,
information or documents received from the Contractor may be open to public
inspection and copying unless exempt from disclosure. The Contractor shall
clearly designate individual documents as "exempt" on each page of such
documents and shall indicate the basis for such exemption. The CITY will not
accept the marking of an entire document as exempt. In addition, the CITY will
not accept a legend or statement on one (1) page that all, or substantially all, of
the document is exempt from disclosure. The Contractor shall indemnify and
defend the CITY against all liability, claims, damages, losses, expenses, actions,
attorney fees and suits whatsoever for honoring such a designation or for the
ECONOMIC DEVELOPMENT ANALYSIS & PLANNING Page 6 of 12
PROJECT NUMBER 10485
Contractor's failure to designate individual documents as exempt. The
Contractor's f~ ilure to designate as exempt, any document or portion of a
document that~is released by the CITY shall cpnstitute a complete waiver of any
and all claims ~or damages caused by any sucfj release.
21. Confidentialit~r: Consultant understands ancj acknowledges that all tests and
results(confide,ntial information) are intended i solely for the City. Consultant
agrees to holds all confidential information in confidence and will not disclose the
confidential information to any person or entity without the express prior written
consent of Cit>J,.
22. Applicable l
enforced in al
the City of Me
23. Approval Rey
approved by t
CITY OF MERIDIAN
BY: ~1~[!>
TAMMY de RD,
Dated: 3 - ~
Approved by Council:_
Purchasing
BY:
This Agreement shall be governed by and construed and
ance with the laws of the State of Idaho, and the ordinances of
i.
red: This Agreement shall not become effective or binding until
City of Meridian.
PEGASUS PLANNING & DEVELO ENT
BY: '
Sean!Garreston, Pr si/dent
Dated: 3 ~'v''( /
.a,s~
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O~,no
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Community
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Development Department
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ECONOMIC DEVELOPMENt ANALYSIS & PLANNING Page 7 of 12
PROJECT NUMBER 10485
Attachment A
SCOPE OF WORK
TASK ONE: COMMUNITY AND DATA ASSESSMENT
Consultant will build upon existing analysis performed during Fields District Phase I to
determine Meridian's competitiveness in the immediate region and the northwest region.
Through client and stakeholder feedback, Consultant will identify which
communities are Meridian's current competition and develop demographic and
economic profiles of each community. We will also compare Meridian to those
communities on these variables and other factors that the client helps identify
such as CIP spending per capita or major economic drivers.
During Trip #1 lead team members will spend three full days in Meridian to meet
with additional key stakeholders (eg., real estate community, additional university
leaders, public works director, and others not yet contacted during the Fields
District Phase I study) and gather additional information, data and reports relative
to Meridian's economic development opportunities and assets.
Meet with City's public works director and other city staff to receive an overview
of major infrastructure considerations as it relates to economic development.
TASK TWO: WORKFORCE AND EDUCATIONAL INSTITUTION ANALYSIS
The retention and development of a skilled workforce is crucial to the economic growth
of a city.
• Analyze the area's demographics from the perspective of current employers and
potential recruits. Included in this analysis will be the overall growth of the labor
force, unemployment rates, commuting patterns, wage rates and occupational
statistics.
• Meridian has a great school district system and presence of several higher
education institutions. We will dig further into how all of these institutions are set
up to help Meridian business and how the relationship with Meridian and its
economic developers can be improved.
• During Trip #2 Consultants will further analyze items listed in Task Two-Eight.
TASK THREE: CLUSTER. LOCATION QUOTIENT AND TARGET INDUSTRY
ANALYSIS
The industries that Meridian and the Region targets for growth and recruitment are a
major factor in strategy formulation, marketing programs and incentive policy. The
economic development goals and strategies, marketing plans, and incentives will be
focused on these target industries, so it is crucial that our team and Client reach a
consensus on the existing state of programs to promote these target industries before
Task Nine.
• Analyze Meridian's and the Region's existing target industries utilizing location
quotient analysis at the 4-5 digit level of NAICS. Some of this analysis has been
done and we will build upon that;
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PROJECT NUMBER 10485
• We will analyze successful efforts in growing these industries and identify niche,
sub-industry growth opportunities;
• Analyze regional and national trends in federal research areas, regional growth
industries, and state industry targets and incentives for target industries;
• Identify business retention, recruitment, and workforce training programs
currently serving these industries;
• We can utilize import substitutions modeling to identify opportunities to replace
imports with locally produced goods, particularly in areas of food production;
• Develop a profile of each target industry, identifying: successes and failures of
current programs to meet workforce needs; industry growth trends, site
requirements, and recommendations on whether key industries are justified as
"key" industries for the Region.
• Identify potential infrastructure needs that must be addressed for Meridian to be
successful in expanding these target industries.
TASK FOUR: INCENTIVES AND ECONOMIC DEVELOPMENT TOOLKIT ANALYSIS
Understanding Meridian's competitive strengths from a demographic, economic and
overall asset perspective is certainly important to developing strategies to build upon
those assets. Equally important is understanding the competitive nature of economic
development-from the global and regional perspective.
• Analyze any incentive deals and economic development tools (eg., urban
renewal, investment zones) done or utilized by the city over the last ten years.
• Review economic development tools employed by other Idaho communities not
currently being used in Meridian.
• Research State tools and programs that are not being fully-leveraged in
Meridian.
• Look at other assets that Meridian could leverage as incentives including land,
infrastructure and other such assets.
• Identify other tools (or ways to use existing tools) that Meridian could employ to
further its economic development goals.
TASK FIVE: BUSINESS AND INDUSTRIAL SITE ANALYSIS
Most businesses want a "shovel ready" site when they are looking at communities for
their next business expansion. Communities without such a site often do not make the
business' short list of communities to further investigate for their expansion. Therefore, it
is crucial to have parks or sites that are appropriate for the targeted industries the
Region is currently pursuing.
• Analyze reports and plans for existing and proposed infrastructure (drainage,
water, wastewater, roadways).
• Visit existing public and private business and industrial parks to understand the
existing assets, the marketability and industry composition at each site, the
overall available space and average lease rates.
• We will rely on our knowledge as economic developers in the private sector to
provide information on available sites.
• Assess potential new business and industrial sites, based on the target industry
recommendations, and the site requirements of the target industries.
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PROJECT NUMBER 10485
Work with City to map out all sites with marketable assets as part of a marketing
piece for economic development use.
Identify potential deficiencies or areas where infrastructure needs to be better
aligned with economic development goals.
TASK SIX: EXISTING AND SMALL BUSINESS DEVELOPMENT ANALYSIS
Eighty percent of job growth in the U.S. is from existing businesses that expand their
operations. Having programs in place to help your existing businesses grow is essential
to a sustainable economic development strategy. Developing and nurturing
entrepreneurial activity in the Region will be an area we spend extensive time analyzing.
The most successful entrepreneurship programs have a clear target market for their
services, a strong set of programs, and a defined list of expected outcomes. Economic
development financial institutions, local banks and credit unions also play a key role in
making the area friendly for the growth of small business. The physical building, or
incubator, should be the last piece of the entrepreneurship puzzle to be put in place.
• Review programs run out of the counties, municipalities, school districts, and
higher education institutions to understand the services offered.
• Meet with recipients of these services to also understand if there are additional
services that could be developed.
• Examine how economic development organizations foster entrepreneurship and
how to improve on its efforts.
• Develop an understanding of the existing research and tech transfer initiatives
taking place in and around the Region and identify opportunities for creation or
spinoff research programs or incubators. Universities, technical schools,
investors and philanthropists, and members of the public and private sector could
all have a significant role to play.
TASK SEVEN: TOURISM ANALYSIS
We will examine the existing tourism industry in Meridian and the region.
• Identify specific opportunities for Meridian to pursue further tourism development
(eg., ties to vineyards, agritourism, retail. While this budget does not include a
retail leakage analysis, we are able to perform this analysis upon request for
additional fee.
• Examine how other competitors are attracting tourists, their main tourism drivers
and the primary demographic they are attracting.
TASK EIGHT: MARKETING AND OPERATIONAL ANALYSIS
Our collective experience as consultants and land developers give us the insight into
the priorities and interests of site selectors. We will assess web platforms, outreach
tactics, and marketing materials to improve Meridian's ability to attract developers.
• Review how economic development functions in Meridian and provide
recommendations for improvements such as resource management,
organizational structure, staffing, and other relevant issues.
• Analyze budgets, committee representations, and responsibilities given to each
group.
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PROJECT NUMBER 10485
Identify and analyze best practices from organizations in comparison
communities. We will share examples of other economic development
structures to evaluate best options for the City.
Analyze how Meridian can further leverage its relationships with State and
regional organizations such as BVEP and Department of Commerce.
Prior to Task Nine, and during Trip Three, consultants will provide a presentation
on the findings from the Audit portion of this project. Also during this •trip,
consultants will have a workshop with client on initial strategies and
recommendations.
TASK NINE: RECOMMENDATIONS AND STRATEGY
During Task Nine, Consultant will prepare a final draft report summarizing findings from
the Audit portion of this project and all recommendations for Meridian to pursue in their
economic development efforts.
• Write a final plan that focuses on key opportunities, target industries, integrates
Fields District and Core efforts, and addresses necessary infrastructure and
quality of place improvements to support economic development goals, and
solidifies Meridian's competitiveness.
• Meet with other consultants performing fiscal impact analysis to integrate work
products and share impact models.
• During Trip Four Consultants will provide a presentation to Client and
stakeholders on the final plan.
PROJECT TIMELINE -ECONOMIC DEVELOPMENT AUDIT AND PLAN
Trep 1 ~ Trlp2 7rp 3 ___ .
I Trip 4 i
TASK February March April Mry hme
Task Chsa:CommuriryaMData Asseument, Benchmark
Task Two: NbrFforte and Educatbnal InsfiMbn Pnahysis
Task Three: Cluster, London Oygtient and Target Ndustry Analysis
Task Four. IncereNes a nil E D Tod(s}Analysis
Tank Five: Business aril Industrial ParkAnas
Tazk Sh: E+cist~and SmaN Business Deveb mem Analysis
Tack Seven: ioudsm AnaNsls
Task El t: Marketi and OperatbnalAnelysb
Task Nine: Becorrvnendatbrts aril Strate
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ECONOMIC DEVELOPMENT ANALYSIS & PLANNING Page 11 of 12
PROJECT NUMBER 10485
Attachment B
MILESTONE /PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$45,000.00.
TASK DESCRIPTION AMOUNT
~_g Economic Development Analysis and Plan $45,000.00
TOTAL $45,000
Total includes all expenses and project will be billed at % of completion.
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PROJECT NUMBER 10485