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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 12/18/23 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 12/18/23 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 12/18/23 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 12/18/23 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) 12/18/23 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.