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HomeMy WebLinkAboutResolution #3907 - agreement for professional consulting services with pros consulting, llcRESOLUTION NO. 3 9.0.7_ _. _ A RESOLUTION APPROVING AN AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BETWEEN THE CITY OF CANTON, ILLINOIS AND PROS CONSULTING, LLC WHEREAS, the City Council entertained a proposal from PROS Consulting, LLC to conduct a comprehensive evaluation of the local public golf course and develop an outcome based feasibility study to guide the City in their decisions regarding recreation and park facilities within the City of Canton; WHEREAS, the City Council has reviewed the terms of the proposed agreement, as set forth in Exhibit "A" attached hereto and incorporated herein and have determined that it is necessary and in the best interests of the City of Canton to enter into said agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS, AS FOLLOWS: 1. That the agreement attached hereto and incorporated herein as Exhibit "A" is hereby approved by the Canton City Council. 2. That the Mayor of the City of Canton, Illinois is hereby authorized and directed to execute said Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 3rd day of November , 2009 upon a roll call vote as follows: AYES: Aldermen Reed, Sarff, Rivero, Ellis. NAYS: Aldermen Schenck, West, Hartford. ABSENT: Alderman Jason Strandberg resigned on 9-22-09. APR ED: Kevin R. Meade, Mayor ATTEST: ~, ~~1~.C~- ~~ : ~1~...~C~Y~'~ Nancy S. Wh' es, City Clerk AGREEMENT For PROFESSIONAL CONSULTING SERVICES Between The City of Canton, Illinois and PROS Consulting, LLC THIS AGREEMENT made as of November 3, 2009 and between the City of Canton, Illinois (hereinafter called OWNER) and PROS Consulting, an Indiana Limited Liability Company specializing in consulting services (hereinafter called CONSULTANT). Thls contract is for Professional Consulting Services related to the Golf Course Feasibility Study (hereinafter called PROJECT) as described in EXHIBIT A. Section 1- Employment of Consultant The OWNER agrees to employ the CONSULTANT and the CONSULTANT agrees to furnish consulting services in connection with the PROJECT as stated in Section II following, and for having rendered such services the OWNER agrees to pay to the CONSULTANT compensation as stated in Section V following. The parties agree, understand and acknowledge that the CONSULTANT is an independent contractor and not an employee, officer or appointed official of the OWNER. Under no circumstances shall this Agreement be construed as creating a joint venture or a principal/agent relationship between the parties. The parties also agree, understand and acknowledge that the OWNER shall not be charged with the supervision, methodology, sequence or safety precautions of the work undertaken by CONSULTANT arising directly or indirectly pursuant to this Agreement. Section II - Character and Extent of Services The Professional Services to be rendered by Consultant shall be performed as described in EXHIBIT A. Section I11- Authorization of Services No professional services of any nature shall be undertaken by the CONSULTANT under this agreement until he has received authorization from the OWNER. Section IV - Period of Service This AGREEMENT shall be effective upon execution by the OWNER and the CONSULTANT and shall remain in force until terminated under the provisions hereinafter provided in Section VII. ~°~ ",. consulting Final Contract 200910 30 Page 1 of 8 Section V - The Consultants' Compensation For and in consideration of the services to be rendered by the CONSULTANT, the OWNER shall pay, and the CONSULTANT shall receive the compensation hereinafter set forth for the Tasks as described in Exhibit A, Scope of Services. Compensation shall be $18,190 including expenses for tasks as presented in Exhibit A, Scope of Services. Cost schedule by task in presented in Exhibit B. CONSULTANT shall submit monthly statements for services rendered, based upon percentage of completion of the major work elements identified in the Scope captained in EXHIBIT A attached to and made part of this contract. It is agreed by both the OWNER and the CONSULTANT that the fees paid under this "Agreement for Professional Consulting Services" shall not exceed $18,190 including expenses for baseline tasks as presented in Exhibit A. Section VI - Ownership of Documents OWNER is hereby granted a royalty free, perpetual license to use, reproduce, copy and distribute the Work Product for itself and for its other contractors, subcontractors and consultants either as needed in connection with the work contemplated under this Agreement. or as needed for reference and information related to the use, occupancy or maintenance of the completed projects ("Owner's License"). OWNER hereby acknowledges that CONSULTANT owns all right, title and interest in a{I Work Product created or delivered by CONSULTANT under this Agreement, including, but not limited to, any and all plans, specifications, drawings, designs, models, ideas, reports, software programs and the object code, source code, reports and executables related thereto tcollectively the "Work Product"), and that OWNER has no rights in such other than as specified in this Agreement. OWNER acknowledges that the Work Product will not be or was not created as a work for hire and agrees that it will not attach the title of CONSULTANT to any of the Work Product. Section VII -Termination OWNER may terminate this contract at any time by notice, in writing, to CONSULTANT. If the contract is terminated by OWNER, as provided herein, CONSULTANT shall be compensated for actual work performed to the date of such notification. Upon delivery of such notice by the OWNER to the CONSULTANT, the CONSULTANT shall discontinue all services in connection with the performance of the AGREEMEN7 and shall proceed to cancel promptly all existing orders and contracts insofar as such orders or contracts are chargeable to the AGREEMENT. As soon as practicable after receipt of notice of termination, the CONSULTANT shall submit a statement, showing in detail the services performed under the AGREEMENT less such payments on account of the charges as have been previously made. Section VIII - Successors and Assignments OWNER and CONSULTANT each binds itself and its successors, agents, employees, and assigns to the other party of this contract and to the successors, agents, employees, and assigns of such other party in respect to all, covenants of this contract. Nothing herein shall be construed as creating any ~'~ , consul t•~n~ Finai Contract 2009 70 30 Page 2 of 8 personal liability on the part of any officer or agent of any public body which may be in a party hereto. Section IX - Time of Completion CONSULTANT proposes to complete the Project over 5- to 6-week schedule (project timeline to be determined at execution of this contract) from the Notice to Proceed. Section X - Owner Indemnified The CONSULTANT shall hold harmless and indemnify the OWNER from all claims and liability but excluding consequential damages of any description due to activities of himself, his agents, or employees, performed under this contract and which results from a gross negligent act, error, or omission of the CONSULTANT or any person employed by the CONSULTANT. The CONSULTANT shall also save harmless the OWNER from any and all expenses, including attorney fees which might be incurred by the OWNER in litigation or otherwise resisting said claim or liabilities which might be imposed on the OWNER as the result of such activities by the CONSULTANT, his agents, ar employees. The indemnification herein contained is not intended to circumvent or otherwise limit any provisions set forth In the Local Government and Governmental Employee's Tort Immunity Act. Section XI - Professional Liability Insurance CONSULTANT shall maintain, in force, during the period of this contract, Professional Liability Insurance (errors and omissions insurance) with limits as follows: Aggregate Limit of Liability- $300,000; Per Claim Limit of Liability - $300,000. Simultaneously with execution of this contract, CONSULTANT shall furnish to OWNER, a certificate of insurance showing aforesaid coverage of CONSULTANT. Section XII -Services by Owner OWNER shall perform the following services related to PROJECT. Make available to CONSULTANT information and data pertinent to the assignment including previous reports and any other data relative thereto. Provide access to and make all provisions for CONSULTANT to enter upon public and private property as required for CONSULTANT to perform its services under this agreement. Furnish OWNER'S own legal, accounting, financial, and insurance counseling services as may be required for the PROJECT. Designate an individual to act as OWNER'S representative with respect to the services to be performed under this agreement. Said person shall have the authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect the PROJECT, and other matters pertinent to the services covered by this agreement. ~°~s consuttrng Final Contract 200910 30 Page 3 of 8 Section XIII - Miscellaneous For the purposes of this AGREEMENT, alt written correspondence shall be directed to the addresses listed below: OWNER: Kevin R. Meade Mayor City of Canton, Illinois 2 N. Main St. Canton, Illinois 61520 CONSULTANT: Damon R. Cobb Senior Manager PROS Consulting, I.LC 1114 South Elm Street, Suite 202 Carrollton, TX 75006 (214) 870-6033 IN TESTIMONY of which this instrument i5 executed on behalf of the above named CONSULTANT, it has been executed on behalf of OWNER, on the day and year first above written. Signed: PROS By: October 30, 2009 Name: Allen Mutlin's Title: Vice President -Principal Client By: Date: November 3.2009 Name: Kevin R. Meade Title: Mavor; City of Canton, Illinois ~'~ .. consulting Final Contract 2009 10 30 Page 4 of B Exhibit A -Scope of Services Golf Course Feasibility Study PROS will conduct a comprehensive evaluation of the local municipal golf course and develop an outcome based feasibility study to guide the City of Canton, Illinois, in their decision that will ultimately determine the fate of the course. The evaluation will identify opportunities to enhance the efficiency and revenue capacity as well as decreasing expenditures for the golf course cost centers. Task 1- On Site Review and Course Assessment A. Overview of Feasibility Process -PROS will meet with the City project team to confirm the City's goals and outcome expectations for the golf course feasibility study. The primary outcome expectations will serve as the feasibility determinants with which project success will be gauged; these could include financial, operational, programmatic, or service oriented objectives and goals. B. Course Assessment - A general overview of course, including layout, paths, and ancillary amenities, as well as general operations will be conducted. The objective of the course assessment is to gain a basic understanding of the quality of the facilities, course, and equipment as well as the level of service provided. Task 2 -Operational Assessment A. Data Collection and Review -PROS will identify, collect, and log key data and information to facilitate assimilation of information. This review will be in all areas of operations; it is the understanding of PROS that data from past operations will be made available. PROS will prepare a data request far the staff to respond to as part of the initial meeting. PROS will prepare an operational assessment with recommendations as it applies to the following areas for the golf course • Attendance review by age segment and time (Data Required -detailed tee sheets by day of week/month) • Annual pass assessment (Data Required - detailed data including age/gender/address/and member type) • Clubhouse rental • Golf outing assessment (Data Required -outing information including type of outing, dates of outings, number of participants, rates charged, and special requests/services granted) • Operating cost assessment with a line item budget of course operations (Data Required -line item budget; course use by type/price point) ,~'~ consulting Final Contract 2009 10 30 Page 5 of 8 • Capital improvement assessment (Data Required -records illustrating capital projects, costs, and return on investment) • Revenue generating capability based on existing performance (Data Required -list of all programs offered/participants) • Gost of services assessment • Equipment evaluation and assessment with a capital replacement schedule (Data Required - fist of all equipment, booked value, and replacement schedule) • Staffing assessment (Data Required -staff schedule for one complete year by position; staff compensation) • Technology assessment Task 3 -Market Analysis/Demographic Study A. Market Demographics and Trends Analysis -PROS will determine the size of the golf market in Canton, Illinois. Includes community specific age distribution, population density, household income, race/ethnicity, and income characteristics. This data will be applied to national trends in order to estimate potential user groups to aid Improved understanding of the market. The market is analyzed from various rings of influence as illustrated. B. Competitive Analysis of Area Providers -PROS will develop a competitive market assessment of the private and daily fee courses in the service area. Research is conducted to determine the existing level of services, fees, and estimated market share of both courses in the community to understand the market and demographic being served. Local golf trends and the competitive market assessment will be compared with national participation statistics. A commentary of fees, course offerings, and comparisons of the two courses will be reported. Task 4 -Financial Analysis A. Operational Standards -PROS will establish operational standards and costs for the golf course for full operations. Thls will include hours of operation, maintenance standards, staffing levels needed, technology requirements and customer service requirements based on established and agreed upon outcomes. B. Program and Management Strategy -PROS will evaluate the existing programs and services provided and management alternatives opportunities and develop a program and management strategy to support the needs of golfers and create revenue for the course. This will include identification of potential programs by specific activity, funding parameters, and agreement guidelines to support future management agreements. Various potential management and organizational alternatives will be developed to guide decision-making by the City. C. Pricing Strategy and Pro Forma -Based on the operational plan for the facility and any current or potential debt service, PROS will develop a pricing strategy for membership, daily ~°~_ consul tiny Final Contract 2009 10 30 Page 6 of 8 fees, and program services with the desired outcome of a sustainable facility. Pricing strategies will also include fees, programmatic alternatives, and the potential for rental space and/or food concession. This will be converted into a five year pro forma and operating budget. Funding options will be identified and evaluated against their potential support and success. These options will include a combination of partnerships and sponsorships, ancillary revenue generation opportunities, and other available resources. Task 5 -Golf Course Feasibility Study Report A. Final Report - A Feasibility Study report will be written with analysis of findings, priorities, timeframes, and recommendations. Briefings on the plan will be made and one (1) round of revisions will be made. ~ ~ consuftrng Final Contract 200910 30 Page 7 of 8 Exhibit 8 - Schedule of Fees and Hours by Task Project Task Project Director Project Manager Consultant Task 1-On Site Reviewand Course Assessment A. Overview of Feasibility Process 4 4 B. Course Assessment 4 4 _ TRAVEL/EXPENSES: 130 700 - TOTAL TASI(COST: $ 1,650 $ 1,780 Task 2-.Operational Assessment A. Data Collection and Review - - 4 10 TRAVEL/EXPENSES: _ _ _ TOTAL TASK COST: $ _ $ r~40 $ 400 Task 3 -Market Anal ss/Demogra hic Study A. Market Demographics and Trends Analysis - 8 g B. Competitive Analysis of Area Providers - 4 10 TRAVfL/EXPENSES: - _ _ TOTAL TASK COST: $ - $ 1,620 $ 720 Task4-FinancialAnai sis A. O erational Standards 6 10 - B. Pro ram and Mana ement Strateg 8 g C. Pricing Strategy and Pro Forma 4 24 - TRAVEL/EXPENSES: 130 700 TOTAL TASK COST:. $ 3,550 $ 6,370 $ Task S-Golf Course Feasibility Stud Report A. Final Report - 8 12 TRAVEL/EXPENSES: - _ _ TOTAL TASK COST: $ - $ 1,080 $ 480 Total Project Ex enses: $ 1,660 TOTAL PROJECT COST: $ 18,L90 °~ . consut<~t~ng Flnal Contract 2009 10 30 Page 8 of 8