PROFESSIONAL SERVICES AGREEMENT BETWEEN BAY AREA ECONOMICS AND ACCOMACK

PROFESSIONAL SERVICES AGREEMENT BETWEEN BAY AREA ECONOMICS AND ACCOMACK COUNTY BAE SCOPE OF SERVICES RELATED TO THE WALLOPS RESEARCH PARK PLAN AND IMPLEMENTATION STRATEGY MAY 4, 2007 This agreement is composed of Part I (Professional Services) and includes details of these services to be performed, timing of the services, and compensation. Part II contains the Terms and Conditions of Agreement, which are the general terms of the engagement between Accomack County, hereinafter referred to as the "Client" and BAE Urban Economics, dba Bay Area Economics, “BAE.” PART I The following Scope of Services has been prepared for providing consulting services in support of the Wallops Research Park development and individual tenant improvements. The BAE Consulting Team includes Vanasse Hangen Brustlin, Inc. (VHB) and Hellmuth, Obata + Kassabaum, Inc. (HOK). This contract frames the full scope of services. Individual task orders will be issued for specific tasks with a detailed scope, budget and schedule to be established at that time. SCOPE OF SERVICES Task 1: Develop Early Action Plan The purpose of this task is to: • • • • Define the program for BaySys, NASA’s prospective Commercial Off-the-Shelf (COTS) Parts/Technology tenant and the Wallops Research Park (WRP) as a whole Define budget considerations. Establish limits on funding sources and permissible uses of grant funds. Identify future funding/grant sources. Define scheduling requirements for BaySys pad development, COTS tenant planning and overall WRP Master Planning Establish responsibilities o Key consideration is NEPA compliance for NASA and Virginia Department of Housing and Community Development (DHCD) grant. How can this process be expedited; who will complete data collection and documents; what is the time frame needed for pad site vs. WRP? o Define steps toward establishing governing body; short term and long term if needed. o Discuss cost bearing responsibilities/capacity among principals This will be accomplished through: Meetings & Coordination Bay Area Economics Scope of Services Page 2 of 10 a. Individual meetings with each of the following: i. NASA 1. Environmental 2. Decision Makers ii. Accomack County iii. Marine Sciences Consortium (MSC) iv. BAYSYS v. COTS tenant vi. State Economic Development/DHCD b. Group Meeting with the Key Players Goals are to: 1. Define requirements for BaySys 2. Define requirements for COTS tenant 3. Define requirements for grant money 4. Define process to start work within the WRP 5. Define process to establish governing authority for the WRP 6. Define process for achieving NEPA compliance 7. Define realistic schedule and costs From this exercise, an Action Plan will be developed for initiating governance, financial, environmental, engineering, design and business planning tasks necessary to accommodate BaySys and the COTS tenant and to develop the WRP. This task provides the foundation for the remainder of the Master Planning and development process. VHB cost estimated at $10,000 to $13,000. BAE cost estimated at $3,000 to $5,000. Task 2: First Level Master Planning (Park Concept) • Prepare environmental/engineering constraints analysis (overlap with Environmental Documentation data collection task) • Consider long-term flexibility and ability to respond to a variety of user types. • Establish infrastructure corridors (roads and utilities) for BaySys, the COTS tenant and WRP as a whole; provide for maximum flexibility in park development while meeting BaySys and COTS tenant requirements • Evaluate access to and from airfield for BaySys and future users • Prepare an initial concept drawing and brochure suitable for briefing stakeholders, potential funding agencies and prospective tenants VHB cost estimated at $20,000. HOK cost estimated at $25,000 to $35,000. BAE cost estimated at $4,000 to $6,000. Task 3: Analyze Market Support (BAE) • Conduct market analysis and identify best prospects for WRP • Compare WRP versus other spaceports; contact commercial aerospace entities; identify best opportunities • Estimate the potential mix, scale and pace of private, institutional and non-profit demand for WRP facilities, including the type and size of facilities, potential timing and supportable prices/rents Bay Area Economics Scope of Services Page 3 of 10 • • • Evaluate and recommend an appropriate mix of retail and support services Identify “best use” of build-able land and vicinity Evaluate the adequacy of current land holdings and assess need for additional lands BAE cost estimated at $38,000 to $40,000. Task 4: Environmental Support – NEPA Compliance • Collect/compile baseline data into base mapping ($7,000) o Topographic mapping (assume provided by NASA) o Traffic (VDOT protocol; 6 intersections) $20,000 o Cultural (Phase I archaeological work) $40,000 o Wetlands (provided by NASA) o Soils (provided by NASA) o Threatened and Endangered Species (provided by NASA) o Floodplains (provided by NASA) o Slopes (provided by NASA) o Vegetation (provided by NASA) • Federal Document- process through NASA (assumed by others) • State Document- process through VDHCD (assumed by others) o Same primary issues as NASA, process less rigorous with shorter review/approval time. • Obtain FONSI, FOST, FOSL, whichever is appropriate VHB cost estimated at $67,000 as shown. Note, we suggest that a lower level of effort may be acceptable to satisfy NEPA requirements. Suggest discussions with VDOT and DHR to narrow the scope and fee for each study. Task 5: Establish Form of Governance for WRP • Prepare governance options and briefing • Conduct one-day briefing • Prepare preliminary draft governance strategy • Meet with principals to review and finalize governance strategy BAE cost estimated at $6,000 to $10,000. Task 6: Analyze Educational Center/Incubator Feasibility • Conduct feasibility study for WRP education center/incubator • Meet with NASA researchers to explore opportunities for spin-off businesses BAE cost estimated at $12,000 to $20,000. Task 7: Develop Engineering Plans for the BaySys Site • Infrastructure break out (to support BaySys) o Water, sewer, electric, etc. o Roadways o Airfield access • Site plan development o Grading plans o Drainage and stormwater management o On-site utilities, parking, building pad, etc. Bay Area Economics Scope of Services Page 4 of 10 • o Sedimentation and erosion control Permitting (to be determined) VHB cost estimated at $80,000 to $100,000; cost dependent on linear feet of infrastructure and complexity of routing to site and WRP. BAE cost estimated at $1,000. Task 8: Develop Engineering Plans for the COTS Tenant Site • Infrastructure break out (to support COTS tenant) o Water, sewer, electric, etc. o Roadways o Airfield access • Site plan development o Grading plans o Drainage and stormwater management o On-site utilities, parking, building pad, etc. o Sedimentation and erosion control • Permitting (to be determined) VHB cost estimated at $80,000 to $100,000; cost dependent on linear feet of infrastructure and complexity of routing to site and WRP. Task 9: Land Acquisition Strategy • Assess need for additional WRP land • Evaluate potential acquisition parcels and implications for infrastructure, environmental sensitivity, marketability and development capacity • Recommend acquisition strategies BAE cost estimated at $9,000 to $16,000. VHB cost estimated at $8,000 to $15,000. HOK cost estimated at $8,000 to $10,000. Task 10: Develop Full WRP Master Plan (BAE, HOK, VHB) • Evaluate natural site features, including topography, sight lines, tree cover and man-made constraints, such as access, zoning, security requirements and Comprehensive Plan policies • Develop and evaluate three alternatives for site reuse • Refine the preferred alternative to show general building locations, parking, site circulation, loading, green areas and landscape concepts • Prepare a parcelization plan • Develop overall Master Plan for WRP o Utilities layout o Road layout o Opinion of probable costs HOK cost estimated at $29,000 to $39,000. VHB cost estimated at $10,000 to $20,000+/BAE cost estimated at $5,000 to $10,000. Task 11: Implementation Plan Bay Area Economics Scope of Services Page 5 of 10 • • • • • • • • • • Prepare a spreadsheet pro forma analysis of building development costs and revenues Prepare a cash flow analysis of the park’s development Prepare a multi-year budget and an initial funding strategy that takes advantage of private funding and available local, state and federal resources. Prepare a detailed marketing and communications plan and budget Develop a business plan for WRP Prepare conceptual transition plan from NASA provision of water and sewer services to a public service authority Produce sales “document” to garner support for WRP and attract potential tenants Assist County in acquisition of grant funding from appropriates sources as determined Initial primary infrastructure–Construction plans and specifications Individual pad site development—Construction plans and specifications BAE cost estimated at $25,000 to $30,000. VHB cost to be determined Task 12: Negotiations Support • Lease or Sale Term Sheets and Review of Business Terms • Review prospective leases from a business perspective and provide comments • Review sales documents from a business perspective and provide comments BAE cost estimated at $5,000 to $10,000 per tenant. Task 13: Transaction Documentation • As needed, prepare administrative record, documenting the business aspects of the transaction BAE cost estimated at $2,000 to $4,000 per transaction. Task 14: Public Participation • Assist Accomack County and NASA in public meetings as needed Task 15: Meetings/ On-call Services • Potential tenant meetings • Walk-around plans to secure tenants Task 16: Fair Market Value Appraisal • Appraise individual properties acquired from NASA, if necessary Task 17: Transition to Public Services Authority • Prepare detailed transition plan from NASA provision of water and sewer services to a public service authority Task 18: Marketing Materials • Prepare brochure and other marketing materials to communicate the WRP plan and its potentials Bay Area Economics Scope of Services Page 6 of 10 COMPENSATION BAE will perform the Scope of Services contained in this agreement on a time and expense basis using BAE team labor rates in effect at the time our work is performed. BAE reserves the right to raise its hourly rates annually at a rate not to exceed five percent. ASSUMPTIONS • • • The Client will provide meeting facilities for the Committee and Community workshops. Previous survey and engineering plans to be provided by the Client. Available aerial photography to be provided by the Client. Should additional work be required, or areas not previously described, BAE will prepare a proposal or amendment, at the Client's request, that contains the Scope of Services, fee, and schedule required to complete additional work items. BAE URBAN ECONOMICS, INC. AUTHORIZATION By: _____________________________________________ Anita Morrison Principal _____________________________________________ Title: Date: CLIENT AUTHORIZATION The Client agrees with Part I, which includes the Scope of Services, Compensation, Schedule; and Part II, Terms and Conditions of Agreement (attached hereto and acknowledged as being received). Together they constitute the entire agreement between BAE Urban Economics, Inc. and Accomack County. ACCOMACK COUNTY By: Title: Date: _____________________________________________ _____________________________________________ _____________________________________________ Bay Area Economics Terms and Conditions Page 7 of 10 PART II BAY AREA ECONOMICS TERMS AND CONDITIONS OF AGREEMENT The engagement of the Bay Area Economics team (BAE) by Client is under the following terms and conditions. These terms and conditions are an integral part of the collective Agreement between Client and BAE. 1. The fee estimate for the proposed Scope of Services is valid for 60 days from the date of Proposal. Payment to BAE is the sole responsibility of signatory of this Agreement and is not subject to third party agreements. All schedules set forth in the attached Scope of Services commence upon receipt of a signed Agreement and, if requested, a retainer. All retainer amounts will be applied to the last invoice. A RETAINER OF $ -0- IS REQUIRED BEFORE SERVICES CAN COMMENCE UNDER THE AGREEMENT. Requests for additional services and any associated fee adjustment must be authorized in writing before additional services can begin. Invoices will be rendered monthly and become due upon receipt. Any invoice outstanding for more than 45 days after date of invoice will be subject to a financing charge of 1-1/2 percent per month. Should it become necessary to utilize legal or other resources to collect any or all monies rightfully due for services rendered under this Agreement, BAE shall be entitled to full reimbursement of all such costs, including reasonable attorneys' fees, as part of this Agreement. Invoice payments must be kept current for services to continue. If the Client fails to pay any invoice due to BAE within 45 days of the date of invoice, BAE may, without waiving any other claim or right against Client, suspend services under this Agreement until BAE has been paid in full all amounts due BAE and/or any of its Consultants and Subcontractors. Sealed plans, final documents, reports and attendance at meetings/hearings will not be provided unless payment for services is current. If BAE is performing services for the Client under multiple projects, invoice payments must be kept current on all projects for services hereunder to continue. Client acknowledges BAE’s right to suspend services and withhold plans and documents, as provided above, if payments are not current on all projects. If services are suspended for 30 days or longer, upon resuming services BAE shall be entitled to expenses incurred in the interruption and resumption of its services. If services are suspended for 90 days or longer, BAE shall be entitled to expenses incurred in the interruption and resumption of its services and fees for remaining services shall be equitably adjusted. The parties agree to coordinate invoices to assure timely payment. Among other things, BAE's project manager and Client's representative will confer as often as reasonably necessary about any issues that arise involving invoicing and collections. Client's representative will contact BAE's project manager forthwith upon receipt of an invoice about any questions or issues concerning invoiced amounts. If Client's representative and BAE's project manager are unable to resolve any questions or issues, Client's representative will line item any disputed or 2. 3. 4. 5. 6. 7. Bay Area Economics Terms and Conditions Page 8 of 10 questionable amount and pay BAE. BAE, at its option, may revise and resubmit disputed amounts at a later date. 8. BAE agrees to carry the following insurance during the term of this Agreement: • • Workmen's Compensation and Employer's Liability Insurance in compliance with statutory limits. Comprehensive General Liability Insurance including Products Completed, Contractual, Property, and Personal Injury coverage with combined single limits of $1,000,000 per occurrence and in the aggregate. Professional Liability Insurance with a limit of $1,000,000 per claim and in the aggregate. Automobile Liability Insurance including non-owned and hired automobiles with the following limits: $500,000 each person $500,000 each occurrence Property Damage $100,000 each occurrence Certificates of insurance will be furnished upon request. If the Client requires additional insurance coverage, and it is available, Client agrees to reimburse BAE for such additional expense. 9. The Client and BAE shall at all times indemnify and save harmless each other and their officers, and employees on account of any claims, damages, losses, litigation, expenses, counsel fees, and compensation arising out of any claims, damages, personal injuries and/or property losses sustained by or alleged to have been sustained by any person or entity, to the extent caused by the negligent acts, errors or omissions of the indemnifying party, its employees, or subcontractors in connection with the Project, and/or under this Agreement. BAE shall not be responsible for failure to perform or for delays in the performance of services which arise out of causes beyond the control and/or without the fault or negligence of BAE. BAE shall be entitled to rely on the accuracy and completeness of data, reports, surveys, requirements and other information required to be provided by Client under this Agreement. Client agrees to the fullest extent permitted by law, to indemnify and hold harmless BAE, its officers, employees and subconsultants from and against any and all claims, suits, demands, liabilities costs, including reasonable attorneys fees and defense costs caused by, arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or material that exist on, about or adjacent to the job site. BAE’s services will be performed on behalf of and solely for the benefit and exclusive use of Client for the limited purposes set forth in the Agreement. Client acknowledges that BAE’s services require decisions which are not based upon science, but rather upon judgmental considerations. Neither Client nor BAE may delegate, assign, sublet or transfer its duties or interest in this Agreement without the written consent of the other party. In the performance or furnishing of professional services hereunder, BAE, and those it is responsible for, shall exercise the degree of skill and care customarily accepted as good professional practices and procedures by members of the same profession currently practicing under similar conditions in the same locality (“Standard of Care”). Bodily Injury • • 10. 11. 12. 13. 14. Bay Area Economics Terms and Conditions Page 9 of 10 Consistent with this Standard of Care, the services shall conform to applicable laws, codes, ordinances and regulations of any governmental agency having jurisdiction over the project, at the time services are rendered. BAE shall perform its services as expeditiously as is consistent with the Standard of Care and with the orderly progress of the Work. 15. BAE shall not be required to sign any documents, no matter by whom requested, that would result in BAE’s having to certify, guaranty or warrant the existence of conditions whose existence BAE cannot ascertain. Any certification provided by BAE shall be so provided based on BAE’s knowledge, information and belief subject to the preceding sentence, and shall be given in BAE’s professional opinion consistent with the Standard of Care. BAE shall be compensated for any work necessary to verify project compliance with regulatory standards for purposes of such certification. Upon payment in full for the services rendered under this Agreement, ownership of the documents, drawings and specifications prepared by BAE under this Agreement will pass to the Client. Such documents, drawings and specifications are not intended or represented to be suitable for reuse by the Client or others on any other Project. Any such reuse by Client or a third person or entity authorized by Client without written verification or adaptation by BAE for the specific purpose intended will be at the Client’s sole risk and without liability or legal exposure of any kind to BAE. If information hereunder is provided in electronic format and conflicts exit between the electronic version and the hard/sealed copy, the latter shall govern. All questions in dispute under this Agreement shall be submitted to non-binding mediation. On the written notice of either party to the other of the election to submit any dispute under this Agreement to mediation, each party shall designate their representative and shall meet within ten (10) days after the service of the notice. The parties themselves shall then attempt to resolve the dispute within ten (10) days of meeting. Should the parties themselves be unable to agree on a resolution of the dispute, then the parties shall proceed with mediation in accordance with the mediation rules of the American Arbitration Association. The cost of mediation shall be borne equally by both parties. This process shall be considered as a condition precedent to moving to a more formal or judicial process. Notwithstanding any other provision of this Agreement, neither party shall be liable to the other for any incidental, special, indirect or other consequential damages incurred due to the fault of the other party regardless of the nature of the fault or whether it was committed by the Client or BAE, or their employees, subconsultants, or subcontractors. Consequential damages include, without limitation, liability for loss of use of the Project or existing property, loss of profits, loss of production or business interruption, however the same may be caused. In entering into this Agreement, Client has relied only upon the representations set forth in this Agreement. No verbal warranties, representations or statements shall be considered a part of this Agreement or a basis upon which the Client relied in entering into this Agreement. No statements, representations, warranties or understandings, unless contained herein, exist between Client and BAE. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Client or BAE. BAE’s services under this Agreement are being performed solely for the benefit of the Client and no person or other entity shall have any claim against BAE because of this Agreement. In addition, nothing herein shall be construed as creating a contractual relationship between the Client and any BAE employee, representative or consultant. The Client agrees that in the event of a dispute regarding this Agreement or the services rendered by BAE hereunder, the Client shall only seek recourse against BAE and waives any right to pursue a claim against BAE's individual directors, officers or employees. 16. 17. 18. 19. 20. Bay Area Economics Terms and Conditions Page 10 of 10 21. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia and the applicable provision related to this Agreement of the Virginia Public Procurement Act and the Construction & Professional Services Manual of the Commonwealth of Virginia.