Loading...
AG 15-147 ' I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV:_ CC0 ►c '-ave. `oprT r 4 2. ORIGINATING STAFF PERSON: \%Pa l , EXT: 1' 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT kr-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: \*dc ,\ (T'1 p r 6 6. NAME OF CONTRACTOR: .75 \ Orkd W i C\12., LLC. c YJ I o \VS ADDRESS: () a 1 Ss aur1ry `281 S�(, TELEPHONE q-to• 7011 -Mcfq E-MAIL: k1r u5 eA \Avs cry-v; FAX:Ct"1 U-y ao-►()S SIGNATURE NAME: pdr G- p h TITLE SeatOv- ft r a 1vK � .J 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: Ii I S COMPLETION DATE: CuuJzi 31, cgol 9. TOTAL COMPENSATION$ 1 �J (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 SS q PURCHASING: PLEASE CHARGE TO: rat J ES • 101 '5 `�• a r LA`0 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) gl LAW PL3 - 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,LICENSES,EXHIBITS INI AL/DATE SIGNED LAW DEPARTMENT AI j 1 • V t / CHIEF OF STAFF 7 f Psr SIGNATORY`AYOR 11R DIRECTOR) 7 �� ,AITY CLERK �'� SSIGNED AG# AG# � %SIGNED COPY RETURNED DATE SENT: Q-1 112. IC, COMMENTS: Iv9 ikclry OF CITY HALL Feer 8th Avenue South Federal Way WA 9803D3-6325 (253)835-7000 swvw erty eft"eckiail m w corn PROFESSIONAL SERVICES AGREEMENT FOR HOTEL MARKET STUDY This Professional Services Agreement("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and TS Worldwide, LLC, d/b/a HVS, a Texas limited liability corporation ("Contractor"). The City and Contractor(together"Parties")are located and do business at the below addresses,which shall be valid for any notice required under this Agreement: TS WORLDWIDE,LLC d/b/a HVS CITY OF FEDERAL WAY: Kasia Russell,Managing Director Tim Johnson,Economic Development Director 10121. SE Sunnyside Road,Ste.235 33325 8th Avenue South Clackamas,Oregon 97015 Federal Way,WA 98003-6325 970-227-7799(telephone) (253)835-2412(telephone) 970-420-1059(facsimile) (253)835-2409(facsimile) krussell@hvs.com tim.johnson(a cityoffederalway.com The Parties agree as follows: 1. TERM.The term of this Agreement shall commence upon the effective date of this Agreement,which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than August 31, 2015 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times,to inspection by and approval of the City, but the making (or failure or delay in making)such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty(30)days' written notice at its address set forth above.The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement.Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services,the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate for the Term.Except as otherwise provided in Exhibit B,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - 1/2015 CITY OF CITY HALL Federal Way Feder 8th y,WA South Federal Wei,WA 98003-6325 (253)835-7000 rwvw e gyoffederalway.com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed,the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty(30)days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement,the Contractor will correct or modify the work to comply with the Agreement.The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 No -Aw ir.'nation of F rids. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers,attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities,taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from,resulting from,or in connection with this Agreement or the acts,errors or omissions of the Contractor in performance of this Agreement,except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons. or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence.Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph.The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver.It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts,disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders,partners,employees,agents,representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE.The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT -2 - 1/2015 CITY OF CITY HALL ` %✓ Federal Feder 8th Avenue 8003 Federal Way, A X38003 6325 (253)835-7000 wkvw.ot&,ffederoM vcor 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death,and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement,whether occurring by reason of acts,errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City.Any insurance,self-insurance,or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured,Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three(3)years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival.The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws.Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications,records,files,computer disks,magnetic media,or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery.The Contractor shall make such data,documents,and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement,all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT -3 - 1/2015 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,VISA 98003-6325 (253) 835-7000 vsnv cityottedorofwaycofn 10. INDEPENDENT CONTRACTOR.The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick Y �' tY g PY leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose.All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract.if the Contractor is a sole proprietorship or if this Agreement is with an individual,the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing,administration of this Agreement,or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment.This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW,Title VI of the Civil Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement.No provision of this Agreement, including this provision, may be amended, waived,or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries.Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part,any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing,the rights and PROFESSIONAL SERVICES AGREEMENT -4- 1/2015 CITY Of CITY HALL ,,,, Federal W 33325 8th?venue South -�"' �r, Federal Way,WA 98003-6325 (253)835-7000 W14411 t tvo 11deratwiycoin obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Law:.The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement,this Agreement may be rendered null and void,at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail,postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options,and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington.If the Parties are unable to settle any dispute,difference or claim arising from this Agreement,the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit,then suit may be filed in any other appropriate court in King County,Washington.Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals, in addition to any other recovery or award provided by law; however,nothing in this paragraph shall be construed to limit the Parties'rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. Si page follows [Signature Pa g follows] PROFESSIONAL SERVICES AGREEMENT - 5 - 1/2015 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue 8003 South Federal Way,WA 98003 6325 {253)835-7000 www olyoltederehvav com IN WITNESS,the Parties execute this Agreement below,effective the last date written below. CITY OF FEDERAL WAY ATTEST: O..e.. .«, drIA A. %kt A _ L.- ._.111 Jim el ayor erk,Stephanie Court'', DALE APPROVED AS TO FORM: : 11u ,An City Atto �T ,Amy Jo Pearsall TS WORLDWIDE,LLC d/b/a HVS By: R.I ey G. / .ugh,MAI,Senior Managing Director DATE: 7/7/4 STATE OF 0 ) )ss. COUNTY OF 1.04410?`..,- ) On this day personally appeared before me Rodney G. Clough,to me known to be the Senior Managing Director of HVS that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this- day of A t ,t, _ 4 ,20 i Notary's signature,Ai„ , Notary's printed name 'aroz 1j r.' t 1 - Notary Public in and or the tgof KATIE MARIE MEYER My commission expires ('t7j j NOTARY PUBLIC,STATE OF COLORADO, My Comm.Expires 06/1012018 PROFESSIONAL SERVICES AGREEMENT '6,- 1/2015 44416, CITY OF CITY HALL Federal Way 33325 8th Avenue South 003 Federal Way,WA 98003 6325 (253) 835-7000 W1vwcrl'yoffederatow corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: Jim Ferrell,Mayor City Clerk, Stephanie Courtney,CMC DATE: APPROVED AS TO FORM: City Attorney,Amy Jo Pearsall TS WORLDWIDE, LLC d/b/a HVS BY: ..Y, Roo ey G. bough,MAI, Senior Managing Director DATE: 7 /7/16 STATE OF bioyotilv ) Jin1.t CO UNTY OF )ss. On this day personally appeared before me Rodney G. Clough,to me known to be the Senior Managing Director of HVS that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this-T day of &� l t ,205 rp Notary's signature ®,„v/,y,ma Notary's printed name I VA'Notary Public in and or the t of KATIE MARIE MEYER My commission expires (0 l VII kj ',NOTARY PUBUC.STATE OF COLORADO My Comm.Expires 08/10/2018 PROFESSIONAL SERVICES AGREEMENT 6- 1/2015 Ge\ ,116A. P\ HVS PROPOSAL FOR A MARKET STUDY WITH FACILITY RECOMMENDATION AND FORECAST OF INCOME AND EXPENSE Proposed Hotel, Federal Way, Washington SUBMITTED TO: Mr.Tim Johnson Director City of Federal Way 33325 8th Avenue South Federal Way,Washington 98003 (253) 835-2412 (253)835-2609 FAX tim.johnson@cityoffederalway.com PREPARED BY: HVS PORTLAND Division of TS Worldwide,LLC 10121 SE Sunnyside Road,Suite 235 Clackamas,Oregon 97015 (970)227-7799 (970)420-1059 FAX July 6,2015 INVOICE FOR RETAINER Date: July 6,2015 Terms: Due Prior to Commencement of Assignment Mr.Tim Johnson City of Federal Way HVS Accounting Office 33325 8th Avenue South 369 Willis Avenue Federal Way,Washington 98003 Mineola,New York 11501 (516)248-8828,Ext.223 www.hvs.com Re: Proposed Hotel Federal Way,Washington Amount Due Retainer $7,500 Please make all checks payable to HVS (dba of TS Worldwide,LLC-Tax ID#20-2762887), Please remit to: TS Worldwide,LLC-Accounting Office 369 Willis Ave Mineola,NY 11501 Wire Instructio JP Morgan Chase Bank(please notify dwofchuckf«thvs com of transmit of all wires): 267 Old Country Road Carle Place,NY 11514 (516)333-4691 Account Name:TS Worldwide,LLC Transit ABA#: 021000021 Swift Code:CHASUS33 Superior Results Through Unrivaled Hospitality Account Number: 682090837 Intelligence.Everywhere. HVS Proposal for a Market Study with Facility Recommendation and Forecast of Income and Expense Pursuant to our conversation, we are pleased to submit this proposal for services of the HVS division of TS Worldwide, LLC in connection with the proposed hotel project in Federal Way, Washington. This letter sets forth a description of the objectives and scope of the assignment, along with the methodology to be employed, an estimate of the time requirements, and a schedule of professional fees. Objective The objective of this assignment is to perform a market study with facility recommendation and forecast of income and expense for the purpose of evaluating the market demand, analyzing the economics, recommending a facilities outline,forecasting occupancy and average rate,and projecting income and expense for a Proposed Hotel in Federal Way,Washington. Phase One: In order to accomplish the objective described above, our work will be Fieldwork conducted in three phases,which typically include the following steps: 1. An on-site inspection of the subject site will be made. The physical orientation of the subject site with respect to access and visibility to highways, other forms of transportation, and the local demand for accommodations will be analyzed. We will also review the supportive nature of surrounding land uses as they relate to the subject site. 2. The demand for transient accommodations will be investigated to identify the various generators of visitation operating within the local market. The current and anticipated potential of each of these market segments will be evaluated to determine the extent of existing and future demand. Interviews with officials of business and government,as well as statistical data collected during the fieldwork, are useful in locating and quantifying transient demand. In conjunction with the identification of potential demand, an investigation will be made of the respective strengths of these markets in terms of seasonality, weekly demand fluctuations, vulnerability to economic trends and changes in travel patterns and other related factors. Similar market research procedures HVS Consulting and Valuation Services Proposal 2 HVS are utilized in estimating the demand for food, beverage, banquet and other facilities,as applicable. 3. The market orientation of nearby lodging facilities will be evaluated to determine their competitive position with respect to the subject site. Those properties displaying similar market attributes will receive a physical inspection, along with selective management interviews, to estimate levels of occupancy,room rates,market segmentation and other pertinent operational characteristics. Some of the competitive factors that will be specifically reviewed include: location, type and quality of facilities,physical condition,management expertise and chain affiliation. 4. Statistical data relating to general economic and demographic trends often foreshadows future potential for market areas and neighborhoods. Interviews with local Chambers of Commerce, economic development agencies and other related organizations, along with an investigation of the proposed subject's primary market area will reveal patterns reflecting growth,stability,or decline. 5. Through interviews with hotel operators, developers, governmental officials and others, we will ascertain the status of projects under construction,proposed,or rumored which might be competitive with the p1 uwSed Subject prupcl y. Phase Two: Following the recommended procedures and industry standards set forth in the Market Analysis textbooks The Valuation of Hotels and Motels,Hotels. Motels and Restaurants Valuations and Market Studies, and Hotels and Motels: A Guide to Market Analysis.Investment Analysis,and Valuations that we authored,an analysis will be made to determine the potential direction of supply and demand trends in the subject market. The analysis phase will utilize data and information gathered during the fieldwork phase, along with our extensive library of actual hotel operating statements,financial statistics,area hotel trends and investor requirements.The supply and demand analysis typically encompasses the following steps: a) Using the occupancy levels and market segmentations of the competitive properties, the number of room nights actually accommodated in each segment is calculated by multiplying each property's room count by its occupancy, market segmentation and 365 days. This yields the accommodated room night demand. The annual number of room nights occupied per room in each segment is also calculated (room nights occupied per year divided by the room count), and the resulting figure serves as a competitive index. HVS Consulting and Valuation Services Proposal 3 I IVS consists of unaccommodated and induced demand b) Latent demand(which cons sts o u mo demand) is estimated for each market segment c) Growth rates are projected for each of the market segments. d) The total usable room night demand (which consists of usable latent demand and accommodated demand)is projected. e) The area's guestroom supply and total room nights available are quantified for each projection year. f) The overall competitive occupancy is calculated for each projection year. Phase Three: We will first comprise a facilities and brand name recommendation. This Analysis for Proposed recommendation will be based on the demands of the local and pertinent Subject Property regional market,and will address the following points: • Room count and room type mix(suites vs.standard rooms) • Food and beverage facilities • Meeting and function space • Recreational amenities • Brand name affiliation These recommendations will include comparisons for each category to the relevant competitive market. Based on the above noted recommendations,we will then perform a supply and demand analysis for the proposed subject property to forecast its market orientation and competitive position with respect to other lodging facilities. Using competitive indexes, the relative competitiveness of each of the area hotels will be evaluated. The proposed subject property will be positioned accordingly by demand segment,reflecting the hotel's expected competitiveness across all relevant user groups. This will result in a market- and property- appropriate forecast of segmentation,penetration,and occupancy levels. We will also perform a similar competitive positioning analysis for the hotel's forecast room rate, which will result in a quantification and documentation of probable future trends in the proposed subject's overall rooms revenues. A similar procedure will be utilized in projecting food, beverage, and other revenues. Using actual income and expense statements of comparable lodging facilities, we will develop income and expense estimates corresponding to the level of activity and quality of operations indicated by the projected occupancy and average rate. HVS Consulting and Valuation Services Proposal 4 HVS A projection of income and expenses representing future expectations of income potential will be made for a ten-year period of time. This analysis will utilize HVS Software, a sophisticated computerized financial analysis package, developed by Stephen Rushmore and Suzanne Mellen. The logic behind the projection of income and expense is based on the premise that hotel revenue and expenses have one component that is fixed and another that varies directly with occupancy and facility usage. The software takes a known level of revenue or expense and calculates the fixed and variable component. The fixed component is then held constant while the variable component is adjusted for the percent change between the projected occupancy and facility usage that produced the known level of revenue or expense. Our projected income statements conform with the Uniform System of Accounts for Hotels and include a detailed line-by-line account of all revenue sources and expenses. Phase Four: Complete documentation of our fieldwork and analyses, will be set forth in a Written Report written report,and will contain the following sections: 1. Purpose of the market study 2. Description of the site and neighborhood 3. Review of the market area 4. Analysis of the market for hotel accommodations 5. Examination of existing and proposed competition 6. Review of recommended facilities 7. Projection of occupancy and average rate 8. Income and expense projections When appropriate,we will include graphics such as photographs,maps,surveys, plans,and charts to assist in visualizing our findings. Requested To aid us in performing this assignment,we request that you provide us with the Information following information(where applicable): 1. Name of contact person for site tour 2. Terms of purchase or sale of the site including options and listings. Terms required: price, date, and financing; please include a copy of the contract and closing statement 3. Capital budget(cost)projections 4. The most recent real property tax bill for the land HVS Consulting and Valuation Services Proposal 5 H NTS 5. Name of legal owner and detailed ownership history for the subject site for the last five years 6. Architectural/floor plans and plot plans,survey, and legal description in PDF or other electronic format 7. If available:operating budgets,projections,marketing plans,etc. 8. If available: any preliminary management contracts and franchise agreements that may be in place 9. If available:past appraisals,market and feasibility studies,impact studies, prospectuses, Smith Travel STAR reports; any Phase I or Phase II environmental audit reports Timing We anticipate that Phases I, II and III of the market study will be completed within approximately 15 to 21 days from the date we receive the signed proposal,all requested information,and the retainer check. At this time,we will provide you with a verbal summary of findings; for this conference, we will provide you with various charts and data tables that support our findings. After your review of our findings,upon your authorization,and payment of our invoice, we will then prepare the market study report, which will take an additional 5 to 10 days. Professional Fees Our fee for the Phases I,II,and III will be$9,500,payable$7,500 upon execution of this agreement and the balance payable upon request for the market study report(Phase IV). It is our normal policy to provide an electronic draft copy of our final report for your review. After confirmation that our invoice for services has been paid in full, this draft will be provided in PDF format and will include a watermark "Draft." Upon your approval of this draft,we will commence preparation of the final report.This fee includes one electronic copy of the final report which will be delivered to you via email in PDF format. Upon your request,we can prepare one bound, hard copy that can be mailed to you at no additional cost. If more than one hard copy is required,additional copies of the report can be prepared for a fee of $250 per copy. Reports are not transmitted in Microsoft Word format. Related expenses are included in this fee. In the event that after completing the fieldwork phase of this assignment it becomes necessary to alter the parameters of the study, such as the property description, opening date, location, or any other factor which could change the final conclusions, the HVS division of TS Worldwide, LLC will be entitled to HVS Consulting and Valuation Services Proposal 6 I-1 VS charge an additional fee based on our current per diem rates and the time required to incorporate the necessary changes into our analysis and report. In addition, the estimate of timing will be extended by an amount equal to the added work. Restrictions on Use of Until the time that all of our professional fees and other charges have been paid Unpaid Draft Reports in full, the draft report, which is provided to you as a professional courtesy, remains the intellectual property of HVS and shall not be utilized in attempting a)to obtain financial capital(whether debt or equity); b)to further any litigation,mediation,or arbitration processes;or c)to assist the client in any cause,action,or endeavor. If HVS has not been paid in full for its outstanding professional fees and other charges,and the draft report is used in violation of this agreement, HVS will be entitled to seek injunctive relief, monetary damages, and the cost of attorney fees and collection expenses. Payment Due Dates If payment for professional fees and out-of-pocket travel and related expenses is not received within thirty(3u) days of the billing date,HVS reserves the right to suspend all work until payment is made and apply a service charge of 1.5 percent per month or fraction thereof to the total unpaid sum. It is further agreed that in the event any type of action becomes necessary to enforce collection of bills rendered, you will be responsible for all collection costs, including but not limited to court costs and reasonable legal fees. It is understood that HVS may extend the time for payment on any part of billings rendered without affecting the understanding outlined above. Collection of The parties to this contract agree that any disputes regarding professional fees Outstanding and/or other charges owed to HVS will be resolved in accordance with Texas Professional Fees law (TS Worldwide is a Texas-based LLC with a home office location of 2601 Sagebrush Drive,Suite 101,Flower Mound,Texas, 75028; the Snellville location is a satellite of the Texas headquarters location for this LLC). The parties to this contract further agree that a)any legal action regarding money owed to HVS will take place in Texas; b)Texas courts have exclusive jurisdiction for resolution of disputes; and c) the plaintiff will have the choice of venue in any county in the State of Texas. Limitations of Liability It is agreed that our company's liability, our employees and anyone else associated with this assignment is limited to the amount of the fee paid as liquidated damages. You acknowledge that any opinions,recommendations,and HVS Consulting and Valuation Services Proposal 7 HVS conclusions expressed during this assignment will be rendered by the staff acting solely as employees and not as individuals. Our responsibility is limited to the client,and use of our product by third parties shall be solely at the risk of the client and/or third parties. The study described in this proposal will be made subject to certain assumptions and limiting conditions. A copy of our normal assumptions and limiting conditions will be provided upon request. Conclusion If the foregoing proposal meets with your acceptance, please sign and return one copy of the accompanying confirmation,together with your retainer check in the amount of $7,500. Your signature beneath the words "Agreed to and Accepted" signifies your agreement to employ the HVS division of TS Worldwide,LLC for these services. In order to schedule our assignments and perform your study in accordance with the timing set forth above,we ask that you return an executed copy of this agreement by July 15, 2015. We appreciate the opportunity of submitting this proposal and look forward to working with you on this assignment. Very truly yours, HVS Division of TS Worldwide,LLC Kasia Russell,MAL Managing Director krussell @hvs.com (970) 227-7799-Direct HVS Consulting and Valuation Services Proposal 8 40111‘6. CITY Of CITY HALL 33325 Federal Way Feder 8th Avenge South Federal Way,WA 98003-8325 (253)835-7000 ,i/4vwt3tyofttdera w3ycorn EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services,the City shall pay the Contractor Ninety-five Hundred and no/100 Dollars($9,500.00),upon full execution of this Agreement as further outlined on page 6 of Exhibit A. PROFESSIONAL SERVICES AGREEMENT -8 - 1/2015