HomeMy WebLinkAboutJ - 04 (c) Agreement Sports Facilities Advisory, LLC
SERVICES AGREEMENT
Between:
Sports Facilities Advisory, LLC
&
Town of Cortlandville, New York
DECEMBER 18TH, 2023
12/18/23
SERVICES AGREEMENT
SPORTS FACILITIES ADVISORY, LLC – U.S. TAX ID: 32-0109344
600 Cleveland Street, Suite 910 • Clearwater, FL 33755 • P: 727.474.3845 • F: 727.462.2800
1. Town of Cortlandville, NY (hereinafter referred to as “Client”) hereby engages Sports Facilities Advisory, LLC
(hereinafter referred to as “Consultant”) for the services set forth in this Services Agreement (hereinafter
referred to as “Agreement”).
2. Scope of Services: The Client is engaging the Consultant to provide the services set forth on Exhibit A in the
attached hereto and the Consultant is agreeing to provide the services set forth on Exhibit A in the attached
hereto.
3. Period of Performance: The period of performance under this Agreement shall commence upon signature
of this Agreement by both parties and shall continue through the delivery by Consultant of Exhibit A but in no
case shall be longer than 120 days. Any services provided by Consultant to Client beyond the scope of
services and period of performance described herein will be contracted separately and billed at Consultant’s
hourly rates.
4. Confidentiality, Nondisclosure, and Non-Use Covenants: For purposes of this Agreement, the party
disclosing confidential information is the “Discloser,” and the party receiving the information is the “Recipient.”
Confidential information means all information concerning either party’s business including, but not limited to,
all tangible, intangible, visual, electronic, present or future information such as (a) trade secrets; (b) financial
information, including pricing; (c) technical information, including research, development, procedures,
algorithms, data designs, and know-how; (d) business information, including operations, planning, marketing
interests, and products and services; and (e) the terms of this Agreement.
Recipient does not have an obligation to protect confidential information that is; (a) in the public domain through
no action of Recipient; (b) within the legitimate possession of Recipient, with no confidentiality obligations to a
third party; (c) lawfully received from a third party having rights in the information without restriction, and without
notice of any restriction against its further disclosure; (d) independently developed by Recipient without
breaching the agreement or by the parties who have not had, either directly or indirectly, access to or knowledge
of the confidential information; or (e) disclosed with the prior written consent of Discloser. If confidential
information is required to be produced by law, court order or government authority, Recipient must immediately
notify Discloser of that obligation. Recipient will not produce or disclose confidential information in response to
that obligation until Discloser has requested protection from the court or other legal or governmental authority
issuing the process and the request has been denied, or consented in writing to the production or disclosure of
the confidential information in response to the process, or taken no action to protect its interests in the
confidential information within 14 business days after the receipt of notice from Recipient of the obligation to
produce or disclose.
Recipient will use the confidential information only to further the relationship between the parties. Confidential
information may not be disclosed to any third party without the written consent of Discloser or used by Recipient in
any manner which may be competitive to Discloser.
5. Responsibility: Client assumes all responsibility for financial and other risks associated with the planning,
development, operations & management of the Client’s business and Consultant assumes no liability for the
Client’s project. The Client agrees to seek independent accounting and legal services that are necessary for the
operation of Client’s businesses.
6. Consultant Services: Client understands that consultant is a management consulting firm, is not licensed to sell
securities, is not a licensed accounting practice nor licensed to practice law.
7. Governing Law: The execution, interpretation, and performance of this Agreement shall be governed by the
laws of the State of Florida. Any lawsuits arising from this Agreement shall be brought before a Court of Law
in Pinellas County, Florida.
8. Construction: The parties hereto acknowledge and agree that: (i) each party has participated in the drafting
of this Agreement; (ii) no inference in favor of, or against, any party shall be drawn from the fact that one party
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has drafted any portion hereof; and (iii) each party has had the opportunity to have this document reviewed
by their respective legal counsel.
9. Entire Agreement: This Agreement and the attached Exhibit A contains the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements or understandings, expressed or implied, written, or oral, between the parties hereto with respect
to the subject matter hereof. This Agreement may not be modified or amended except by a written instrument
signed by the parties hereto.
10. Compensation: Upon execution of this Agreement, the compensation for Exhibit A shall be due and owing
as follows under the Payment Terms:
Payment Terms – Exhibit A ($28,500.00) + $5,000.00 Max Not to Exceed Travel Expenses
• Payment 1 – (50%) $14,250.00: Due upon execution of Agreement. Consultant will not provide
services nor book meetings until Payment 1 is made in full.
• Payment 2 – (30%) $8,550.00: To be invoiced and paid to Consultant by Client upon presentation of
the draft pro forma to Client. Copy of the draft deliverable(s) to be delivered to Client only upon payment.
• Payment 3 – (20%) $5,700.00: To be invoiced upon presentation of the final deliverable(s). Copy of the Final
deliverable(s) to be delivered to Client only upon payment.
• Reimbursable Travel Expenses: To be invoiced upon completion of travel. Reimbursable travel expenses
are due upon receipt of invoice. Travel expenses encompass flights, hotel accommodations,
ground transportation and associated fees (parking, tolls, etc.), and meals, which will be billed at $65
per consultant per day.
o Preferred Payment: To avoid additional processing fees, the preferred payment method is via check.
o Wire Transfers: Client is responsible for all additional fees associated with electronic wire transfers.
o Credit Card Payments: For credit card payments, Client will be responsible for a 3% processing fee.
In the event Client fails to make any payments when due, interest will be charged on the unpaid total in the
amount of 18% per annum or the maximum rate allowed under state and federal law, whichever is greater. All
payment due dates, unless otherwise stated, are to be within 30 days of receipt of the invoice. Deposit (or initial)
payments are the exception as these payments are immediately due to engage Consultant for services.
Town of Cortlandville, NY Sports Facilities Advisory, LLC
“CLIENT” “CONSULTANT”
BY: ______________________________________ BY: ______________________________________
______________________________________ Evan Eleff, Manager
Print Name
______________________________________ ____________________________________
Date Date
________________________________________________________________________________________________
Client Billing Address
___________________________________________ ____________________________________
Invoicing/Billing Contact Name Invoicing/Billing Contact Email/Phone
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EXHIBIT A
PHASE I: PROJECT INITIATION AND MARKET ANALYSIS
Project Kick-Off Meeting and On-Going Project Coordination
To initiate the project, SFC (the Advisory Team) will set up an initial virtual kick-off meeting with the Town of
Cortlandville & The Cortland Regional Sports Council and any key partners you wish to include (the Client Team)
to cover six topics that allows the Advisory Team to begin its work. Those topics are:
• Introductions
• Project History & Key Insights
• Existing Data
• Potential Partners and Stakeholders
• Key Dates for the Project
• Other Questions & Answers
Throughout the project, the Advisory Team will provide weekly update emails to ensure full transparency in
the process and to provide the Client Team with details related to progress, work performed, and work
ahead. Additionally, the Advisory Team will work with the Client Team to schedule and facilitate virtual
progress meetings to provide updates, solicit feedback, make and follow-up on requests, and coordinate
future meetings and presentations.
Existing Data Review & Market Analysis
Following the kick-off meeting and prior to the site visit, the Advisory Team will request and review any
existing data, documentation, and/or resources related to the project. The Advisory Team expects the
existing data will include information related to existing facilities, organizational structure, marketing and
business development plans and budgets, historic program and event details, existing and potential
partner relationships, existing contracts, past studies, and economic tools that could be deployed to fund
to expand youth sports facilities and opportunities in the Town of Cortlandville.
The Advisory Team understands that some existing data may not be possessed by the Client Team, so
the Advisory Team will request introductions to other groups (e.g., etc.) that have pertinent information to
share.
The Advisory Team will then conduct preliminary market research, which will encompass demographics,
socioeconomics, activity participation rates and trends, trends in sports tourism, existing Gutchess
Lumber Sports Complex inventory, and an analysis of outside service providers (competition) to identify
factors that influence recommendations and projections. Additionally, the Advisory Team will review data
and perform research related to sports tourism infrastructure such as local hotel inventory, price points,
and occupancy levels.
Finally, the Advisory Team will generate reports related to both existing sports tourism-capable facilities in
the Town of Cortlandville and for leading sports tourism facilities in the region to establish historic data and
comparative performance benchmarks. To produce these reports, the Advisory Team uses its existing
data from more than 700 sports, recreation, and event facilities across the country as well as cutting-edge
SCOPE OF SERVICES
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mobile analytics technology to understand key metrics for sports tourism, including visitor origin, non-local
visitor volume, consumer characteristics, seasonality, and more.
Site Visit with Development Planning Session (DPS), Market Tour, Facilities Tour, and Stakeholder
& User Group Meetings
Prior to traveling to market, the Advisory Team will work with the Client Team to develop a schedule of
meetings, events, and tours. Working together, we will create an agenda and schedule that maximizes the
opportunity to gain alignment, engage community members/groups and project stakeholders, and develop
a deep familiarity with the community and the factors that will support a successful project.
The Advisory Team’s site visit will begin with a Development Planning Session (DPS), which is a half-day
session designed to create alignment, identify the parameters of the project, and create the most likely
path forward for the project. The DPS will encompass discussions related to existing programs and
events, project goals, and plans for site development, as well as topics such as the business model, the
program plan, design/space considerations, alliances with sports and other user groups, utilization,
funding/financing, competition analysis, and market share, the management and staffing plan, and much
more. This step also assists the Advisory Team in learning about potential contributions from program
users and partners.
As part of the site visit, the Advisory Team will work with the Client Team to schedule tours of existing
sports tourism-capable facilities in the Town of Cortlandville. These tours will enable the Advisory Team to
evaluate the opportunity to leverage existing sports infrastructure to expand the County’s sports tourism
program.
While in market, the Advisory Team will independently tour the County to gain a clear understanding of
existing sports tourism infrastructure (hotels, restaurants, retail, and entertainment facilities) that should be
considered when evaluating the ideal location for a new complex, if recommended.
Additionally, the Advisory Team will independently visit leading sports tourism facilities near The Gutchess
Lumber Sports Complex to develop a detailed understanding of the competition and opportunities for
enhanced sports tourism facilities, sports, events, and programs that will support a successful project.
During the visit, the Advisory Team will facilitate meetings with key stakeholders and potential user groups
to share information about the study, gain insights from them, and generate support for the project. The
Advisory Team will work with the Client Team to develop the schedule and invitation for these important
meetings. For clarity, the Advisory Team classifies “stakeholders” as potential project supporters; these are
typically a combination of elected officials, tourism-focused organizations (e.g. VisitCincy), hotel/motel
association members, and more. The Advisory Team classifies “user groups” as potential facility users;
these are typically tournament and events rights holders, local sports clubs, Parks & Recreation leaders,
schools, and more.
PHASE II: FINANCIAL FORECASTING, ECONOMIC IMPACT, AND POTENTIAL
PARTNER ASSESSMENT
Detailed Recommended Facility Program & Opinion of Cost
Building upon the Market and Needs Report and integrating feedback from the Client Team, the Advisory
Team will develop a detailed facility program and opinion of cost for developing a new tourism destination
complex that best allows the County to achieve its desired outcomes. If improvements to existing facilities
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are recommended, the Advisory Team will also develop recommendations and an opinion of cost for
improving existing assets.
All recommendations, cost estimates, and timelines produced will be based on SFC’s direct role in the
development of over 200 similar complexes across the United States and its real-time, real-world insights
from best-in-class facilities around the country.
Detailed Financial Forecast (Pro Forma)
Based on the recommendations made in the above step, the Advisory Team will complete more in-depth
research/analysis to produce a 5-year cash flow forecast. The Advisory Team’s pro forma documents are
detailed, institutional-grade financial forecasts used to better understand Return on Investment and
support decision-making and financing.
The pro forma will provide insight into the financial potential of the complex and will include projections
related to programs, pricing, utilization, revenues/expenses by product/program, overhead expenses,
management structure, EBITDA, and more.
The pro forma will provide the Advisory Team with detailed financial projections related to and based on:
• The ideal business model
• Right-sized program spaces and space requirements
• New construction costs based on recent, comparable projects
• Recommended parking
• Revenue by product/program
• Direct/variable costs (cost of goods sold)
• Facility and operating expenses
• Management and staffing model
Economic Impact Analysis
The Advisory Team will forecast the economic impact of the projected facility on an annual basis.
Economic impact is defined as new off-site spending that will occur in the market as a result of
tournaments and events held at facilities in the Town of Cortlandville. This information is used to project
economic activity from out-of-town visitors who would not be in the market but for the offerings and
events at the complex(es).
The results, primarily quantified as room nights generated and direct spending, are used by elected
officials and private developers alike to understand the impact that the complex will have on the lodging,
dining, retail, entertainment, and transportation industries as well as on the tax base.
The Advisory Team’s economic impact projections are developed based on projections throughout the pro
forma and reflective of several key drivers of economic impact, including:
• Number of Events
• Number of Guests
• Percent of Guests from Out of Town
• Length of Stay
• Average Daily Rate (ADR)
• Average Daily Expenditures (ADE)
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PHASE III: FINAL REPORT AND PRESENTATION
Feasibility Report and Presentation
Upon completion of Phase II, the Advisory Team will package findings into a formal Feasibility Report. The
Feasibility Report will serve as a summary of findings that address the market, facilities, and financial
outcomes for the project. The report will include:
• Executive summary
• Market overview
• Demographic and socioeconomic overview
• Participation analysis
• Competition analysis
• Events analysis
• Industry data and trends
• Facility program and construction cost estimate
• Overview of programs, products, and revenue streams
• Summary of financial and economic impact performance
• Conclusion with key findings and next steps
The Advisory Team will present the draft documents to the Client Team via video conference and deliver
the draft documents via email. Following the Client Team’s review, the Advisory Team will facilitate a
follow-up meeting to answer questions and address requested updates to the draft documents, then
produce a final version of all deliverable documents.