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AG 15-103 . I I RETURN TO: Jeri-Lynn Clark EXT: 2401 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ECONOMIC DEVELOPMENT 2. ORIGINATING STAFF PERSON: TIM JOHNSON EXT: 2412 3. DATE REQ.BY: ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: ECONOMIC IMPACT CONSULTING SERVICES 6. NAME OF CONTRACTOR: NOVOGRADAC&COMPANY LLP ADDRESS: 4520 EAST-WEST HIGHWAY,STE 615,BETHESDA,MD 20814 TELEPHONE 240-235-1701 E-MAIL: David.Grubman@novoco.com FAX: 240-235-1702 SIGNATURE NAME: DAVID GRUBMAN TITLE: 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: UPON EXECUTION COMPLETION DATE 5/27/15 9. TOTAL COMPENSATION$ 1,750.00 NOT TO EXCEED$2,750.00(INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR — 41/ - /4- ❑ RISK MANAGEMENT(IF APPLICABLE) ❑ LAW AfE^ /. M CHIEF OF STAFF 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D ❑ ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSE,EXHIBITS INITIAL/DATE SIGNED ❑ DEPARTMENT SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ASSIGNED AG# AG# SIGNED COPY RETURNED DATE SENT 1c -D 1 S COMMENTS: NOVOGRADAC & COMPANY LLP® N ` CERTIFIED PUBLIC ACCOUNTANTS May 13, 2015 Tim Johnson City of Federal Way 33325 8th Ave. South Federal Way, WA 98003 Via email at tim.johnson@cityoffederalway.com RE: Economic impact consulting services p g Dear Mr. Johnson: We are pleased to confirm our understanding of the services we are to provide for the City of Federal Way (hereinafter, "Client, you or your"). If you agree with the terms set out herein, please indicate your acceptance by signing and dating in the countersignature area below and returning the signed engagement letter to us. Please be advised that we are unable to begin work on the proposed engagement unless and until this letter agreement has been mutually executed by persons authorized to bind Novogradac & Company LLP and you. Background The Client is seeking to engage Novogradac & Company LLP (hereinafter "Novogradac, us, or we") to quantify the impacts of its NMTC-related investment. Novogradac will provide a summary report containing job and financial impacts for the investment based on information rY p gJ p provided by the Client. Objective and Purpose The objective of this engagement will be to provide specific economic impact analysis for its NMTC-related investments. The client has expressed a desire to learn more about the potential community impacts of the investment at the county-level. The analysis will be conducted using IMPLAN software with the most current data available. The Client is looking to quantify the impacts of an arts, cultural, educational and community event center located in Federal Way,Washington. Scope of Work The scope of work will consist of the following: The economic impact analysis will be performed using IMPLAN software and will be based on investment data provided by the client. The process is as follows: • Extract input information from client-provided data and supplement as requested by you with additional data and market information, if applicable. 4520 EAST-WEST HIGHWAY,SUITE 615,BETHESDA,MD 20814 Telephone:(240)235-1701 Facsimile:(240)235-1702 www.novoco.com • City of Federal Way May 13,2015 Page 2 • Load IMPLAN data files for each individual investment. The IMPLAN data files incorporate economic investment and consumption information as well as national input-output structural matrices. The information will be aggregated at the county level. • Develop county level input-output models to estimate the economic impact the individual investment, • Circulate a draft data report indicating the economic and fiscal impacts of the individual investment. • Develop final model runs incorporating review comments. The engagement described herein does not constitute any form of attestation engagement, such as an audit, compilation or review. Novogradac will therefore not issue any independent accountants' reports, findings, or other work product including a compilation, review, or audit report, on any financial statements or other materials in connection with this engagement. Because the engagement described herein does not constitute an audit or examination, we will not issue an independent accountant's attestation opinion on the IMPLAN study. In addition, we have no obligation to perform any procedures beyond those listed in the attached schedule. You are responsible for establishing and maintaining effective internal controls. You are also responsible for making all management decisions and performing all management functions, for designating an individual with suitable skill, knowledge, or experience to oversee any nonattest services we provide; and for evaluating the adequacy and results of those services and accepting responsibility for them. You are also responsible for evaluating the adequacy and results of the services and accepting responsibility for them. Additionally, our fieldwork and conclusions are based upon interviews and representations of municipalities and government offices. We do not warrant the accuracy of the information that these organizations provide. We assume it to be correct and accurate. If, for some reason, we believe there is a likelihood of an inaccuracy we will highlight our belief in the final document. It should be noted that some of the information provided may be used in our organization's database. Our engagement does not include general consulting and advisory services other than as may be mutually agreed upon in writing by you and us ("Approved Consulting Services"). Our engagement ends on delivery of an economic impact study ("Delivery") unless we have agreed to provide post-Delivery Approved Consulting Services. This letter agreement does not obligate us to provide litigation or other dispute-related assistive services, now or in the future. Professional Fees Based on an evaluation of the scope of work, the total fee for the initial report will be $1,750. If we are made aware of significant project changes after we have completed our report, modifications will be billed based upon the firm's hourly rates. Additional billable work will not occur without your prior written approval. 4520 EAST-WEST HIGHWAY,SUITE 615,BETHESDA,MD 20814 T:(240)235-1701 F:(240)235-1702 www.novoco.com City of Federal Way May 13,2015 Page 3 Any Approved Consulting Services will be billed in addition to the fees for this engagement. Our fees for these services will be based on our hourly rates in effect at the time the services are provided for the personnel providing the services. Partner: $325 - $425 Principal: $225 Manager: $142- $185 Senior Analyst: $132 Analyst: $107-$118 Research Staff $77 $97 Timing and Retainer Upon signature of this engagement letter, we are prepared to start work immediately and the report will be delivered on or before May 27th, 2015. The timing is contingent on you furnishing us with the required information as described in the required document list. Should the engagement be cancelled prior to completion and/or delivery of the report, the fee will be billed at the greater of 60 percent of the fee, or hourly billing incurred plus travel expenses. To expedite payment and avoid any delays in the release of work product, we recommend that you utilize the Automated Clearing House (ACH) to remit retainer and payment. Our ACH details are as follows: ABS/Routing Number(US Bank): The following delivery options are also available: U.S. Mail Address: Physical &Delivery Address: Accounts Receivable Accounts Receivable Novogradac& Company LLP Novogradac&Company LLP P.O. Box 7833 246 First Street, 2nd Floor San Francisco, CA 94120-7833 San Francisco, CA 94105 *Identify remittance as: City of Federal Way Economic Impact Consulting Invoicing and Payments Our invoices for these fees will be rendered each month as work progresses and are payable on presentation and must be paid before our work product is delivered. After 30 days, a late charge will be imposed on unpaid fees at a rate of 10%per annum, assessed monthly based on 0.83%of the account's balance of past due invoices. Work may be suspended if your account is not paid and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment or because our professional standards require disengagement, our engagement will be deemed to have been completed upon notification of termination, even if we have not 4520 EAST-WEST HIGHWAY,SUITE 615,BETHESDA,MD 20814 T:(240)235-1701 F:(240)235-1702 www.novoco.com City of Federal Way May 13,2015 Page 4 completed our report. You will be obligated to compensate us for all time expended, including time spent consulting with legal and professional counsel regarding the potential need to withdraw from the engagement, and to reimburse us for all out-of-pocket expenditures through the date of termination. You must maintain your own copy of documents provided to, or received from, us during the course of this engagement. The preceding sentence shall apply even if we have established a "client portal" within which you have the ability to upload, download or reference certain documents related to the services we have provided to you. Please note that documents on our client portal are generally purged automatically within a year of being posted to the portal, although certain archival copies of final deliverables may be retained for longer periods of time at our sole discretion. Unless otherwise prohibited by law or regulation, the maximum amount of damages you may receive as a result of any determination that some or all of the services we performed under this and/or other mutual engagement letters between us and you, were deficient, or for breach of contract, nonfeasance or negligence, shall be the fees paid to us for the disputed services. Similarly, the maximum amount of damages you can receive related to services you assert or believe we were required to perform, but which we did not perform, shall be the fees paid to us for said non-performed services. You and we agree that because of the difficulty of determining and/or quantifying damages for breach of this agreement or for our negligence,said amount shall constitute liquidated damages for any claims you may assert arising from or related to this agreement. In no event shall we be liable for the consequential, special, incidental, or punitive loss, damage or expense caused to you or to any third party (including without limitation, lost profits, opportunity costs,etc.). If you choose to send any type of confidential information to us electronically, we strongly recommend that you use the secure transmission and/or client portal features of our ShareFile system, or you may use your own encrypted email service if you prefer. Our ShareFile service can be found at https://novoco.sharefile.com/. The signature block of our emails contains a link that will allow you to easily send documents to one of our personnel. If you choose to electronically send us confidential information by any unsecure means, including without limitation unencrypted email, you agree to bear all risks and damages that may result if the communication is intercepted. Aggregated and otherwise anonymous financial data are used by accounting professionals for a variety of benchmarking, valuation and other research-related purposes. For example, benchmark data for similar entities are used in performing analytical review procedures to help identify potential anomalies in clients' financial statements. We will not disclose owner and/or investor identities. By signing this letter agreement, you consent to the non-identifiable use of your financial data. If you do not wish to have your data used in this manner, please contact us rather than sign this letter agreement. Any facsimile, Internet or other e-mail communication is tentative and preliminary and any work product is not final until received in signed form. As such, you agree not to act upon any 4520 EAST-WEST HIGHWAY,SUITE 615,BETHESDA,MD 20814 T:(240)235-1701 F:(240)235-1702 www.novoco.com . City of Federal Way May 13,2015 Page 5 information received in a facsimile, Internet or other e-mail communication until, and unless, you receive such information in signed form. Client shall not solicit for purposes of employment any of Novogradac's staff assigned to the engagement described in this letter agreement("Engagement Staff') without Novogradac's prior written consent, at any time while this Agreement is in effect and for a period of twelve (12) months following the earlier of completion of the services by such employee or termination of this Agreement(the"Non-Solicitation Period"). In order to hire an Engagement Staff during the Non-Solicitation Period, the Client must pay Novogradac a fee equal to one multiplied by the Engagement Staff's annualized final rate of pay while employed by Novogradac (the "Recruitment Fee"). Novogradac's greatest resource is its employees and Recruitment Fee is intended to compensate Novogradac for the loss of any employees should Client permanently hire any Engagement Staff. Some of the services described in this letter agreement may be provided by partners of an affiliate controlled by Novogradac & Company LLP. We appreciate the opportunity to be of service to you and believe this letter accurately summarizes the significant terms of our engagement. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us so that we may begin work on this engagement, via email at David.Grubman @novoco.com. If we do not receive this executed engagement letter in our office within 30 days of the date of this letter, our offer to perform these professional services is automatically withdrawn. If you have any questions regarding this proposal, please call me at (240)-235-1715. Very truly yours, NOVOGRADAC&COMPANY LLP /t! Brad Weinberg, MAI, CCIM RESPONSE: This letter correctly sets forth our understanding. By signing below, I represent that I am authorized to bind the Client: Accepted by: City of Fed= . Way By: / 7 Title: /Ad Q ' Date Signed: 4520 EAST-WEST HIGHWAY,SUITE 615,BETHESDA,MD 20814 T:(240)235-1701 F:(240)235-1702 www.novoco.com