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AG 21-149 - HVSRETURN TO: '�//" 1 7-0,g/y S0 A[ EXT: aql Z CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: t emC),Ai / e- �DFVEKVA441167 /� !. ORIGINATING STAFF PERSON: %sal =r&All Sd A EXT. 3. DATE REQ. BY: SAP TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) 0 RLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT OFESSIONAL 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 PROJECTNAME: �1„16t d r= Lei �__a !�&T�L1j44J1.-s!S. NAME OF CONTRACTOR: ADDRESS: a:k /l c.erQ (' 0 TELEPHONE E-MAIL: = (-L a ijus. Lv-"- FAX. - SIGNATURE NAME: L)5Z-LL. TITLE '1c.fV I ,no- ?,A %1 . EXHIBITS AND ATTACHMENTS: L (SCOPE, WORK OR SERVICES X COMPENSATION 'EfINSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN XREQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: (A),"4 5'Ka/44-rC)IZC-57 COMPLETION DATE: Oct TOTAL COMPENSATION $/Q,_OtO Q . Q D (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY�CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ C IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE[ ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW ❑ P1ROJECT MANAGER p,IfI.RECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED RC 1 D 8 2021 SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 10 / 2 0 / 2 1 DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT [.SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ;OMMENTS: F2J 1 /2020 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South � Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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, an Oregon limited liability company ("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: Kasia Russell 15 82nd Drive, Suite 120 Gladstone, Oregon 97027 1-970-227-7799 (telephone) krussellghvs.com The Parties agree as follows: CITY OF FEDERAL WAY: Tim Johnson 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2412 (telephone) (253) 835-2409 (facsimile) Tim.Johnson@cityoffederalwgy.com 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 December 31, 2021 ("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 metliod 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(s) 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. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 7/2021 CITY Of CITY HALL Fe d e ra I Wa Feder 8th Avenue South 4M Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 Non -Appropriation of Funds. 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 - Rev. 7/2021 CTY OF CITY HALL Fe d Q ra I Vila Feder Sth Avenue South Federal Way, WA 98003-6325 �I (253) 835-7000 www cityoffederalway com 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 $2,000,000 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 $2,000,000 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 Ensured, 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. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021 CITY OF CITY HALL Ar*Fe d e ra I Vila Sth Avenue South Federal Way, WA 98003-6325 �14/ Feder (253) 835-7000 avww cityoffederatway com 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 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. E UAL 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 obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra l Way 33325 8th Avenue South � Federal Way, WA 98003-6325 � (253) 835-7000 www cilyoffederalway com 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 Laws. 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 in 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. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra I Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www aryo/fedcraAvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim Ferrell, kf4or DATE: D� TS WORLDWIDE, LLC: By. ... Printed Name: Title: A. ,L M;,,,, -V',) I %, DATE: I v/ I S 12.0 --- I _ AF OREGON ) ) ss. COUNTY OF CLACuA ft9 ATTEST: qw� 004-� eph nie Courtney, CMC,(Oty Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me 1-k51 N R-\)SELL , to me known to be the of i< 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 �Skwday of (j 20_Z.1 Notary's signature Notary's printed name OFFICIAL STAMP Notary Public in and for the Pate of Oregon. MEOAN EIIZABETN THUNEIA My commission expires 1) IDS NOTARY PUBLIC-OREGON COMMISSION NO.978879 Ir1Y COMMISSION fxPIRES SEPTEMBER 05.2022 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra I Vlla Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway com EXHIBIT A SERVICES The objective of this assignment is to perform a market study for the purpose of evaluating the market demand, analyzing the economics, forecasting occupancy and average rate (ADR) levels, and projecting income and expense for a proposed hotel in Federal Way, Washington. The Contractor will also include a recommendation of the size, quality and type of lodging facility, and an optimal brand chain scale for the hotel. The Contractor shall do or provide the following: Phase One: Field Work A. An onsite 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. B. 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 are utilized in estimating the demand for food and beverage (F&B), banquet, and other facilities, as applicable. C. 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. D. Statistical data relating to general economic and demographic trends often foreshadow 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 property's primary market area, will reveal patterns reflecting growth, stability, or decline. E. Through interviews with hotel operators, developers, governmental officials, and others, we will ascertain the status of projects under construction, proposed, or rumored that might be competitive with the proposed subject property. Phase Two: Market Analysis The following analysis phase will utilize data and information gathered during the fieldwork phase, along with the Contractor's extensive research library of actual hotel operating statements, financial statistics, area hotel trends, and investor requirements. The Contractor will first compose recommendations for the proposed hotel's facilities and brand chain scale. The recommendations will be based on the demands of the local and pertinent regional market and will address the following points: • Room count and room type mix (suites vs. standard rooms) • F&B facilities • Meeting and function space PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra 11Na 33325 8th Avenue South �� Y Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com • Recreational amenities ■ Brand chain scale Based on the above -noted recommendations, the Contractor will then perform a supply -and -demand analysis for the competitive market, which typically includes the following steps: A. Using the occupancy levels and market segmentations of the competitive properties, the number of room nights accommodated in each segment is calculated by multiplying each property's room count by its occupancy, market segmentation, and 365 days, which 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. B. Latent demand (unaccommodated and induced 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: Analysis for Proposed Subject Property 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. The Contractor will also perform a similar competitive positioning analysis for the proposed hotel's forecasted room rate, which will result in a quantification and documentation of probable future trends in the proposed subject property'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, the Contractor will develop income and expense estimates corresponding to the level of activity and quality of operations indicated by the projected occupancy and average rate. A projection of income and expenses representing future expectations of income potential will be made for a ten-year period. This analysis will utilize HVS Software -a sophisticated, computerized financial -analysis package. 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 components. 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. The projected income statements conform with the Uniform System of Accounts for the Lodging Industry and include a detailed line -by-line account of all revenue sources and expenses. Phase Four: Written Report The Contractor will complete documentation of their fieldwork and analyses will be set forth in a written report and will contain the following sections: • Purpose of the market study PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra I Wa Feder l Avenue South Federal Way, WA 98003-6325 ✓ (253)835-7000 www ciiyoffederalway com • Description of the site and neighborhood ■ Review of the market area Analysis of the market for hotel accommodations • Examination of existing and proposed competition • Facilities and brand chain -scale recommendation • Projection of occupancy and average rate Income and expense projections The Contractor will provide an electronic draft copy of a final report for review. The draft will be provided in PDF and will include a watermark "DRAFT." Upon approval of this draft, the contractor will commence preparation of the final report. PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 7/2021 CITY OF CITY HALL Federal Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederehvay. com COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Ten Thousand and 00/100 Dollars ($10,000.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor Ten Thousand and 00/100 Dollars ($10,000.00), due upon the completion of the submission of a digital version of the report in a PDF format and receipt of a contractor's invoice. PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 7/2021 APPLICATION FOR AUTHORITY E-FILED Corporation Division May 25, 2021 'Coll o www.fiiinciin�gon.com OREGON SECRETARY OF STATE +a5v REGISTRY NUMBER 182744996 TYPE FOREIGN LIMITED LIABILITY COMPANY 1. ENTITY NAME TS WORLDWIDE LLC 2. MAILING ADDRESS 4775 LARIMER PKWY STE 200 JOHNSTOWN CO 80534 USA 3. NAME & ADDRESS OF REGISTERED AGENT KASIA RUSSELL 15 82ND DR STE 120 GLADSTONE OR 97027 USA 4. MANAGEMENT This Limited Liability Company will be manager -managed by one or more managers 5. DATE OF ORGANIZATION 04-26-2005 6. DURATION PERPETUAL 7. JURISDICTION TX 8. PRIMARY PHYSICAL LOCATION 4775 LARIMER PKWY STE 200 JOHNSTOWN CO 80534 USA Page 1 Corporation Division www.filinginoregon.com OREGON SECRETARY OF STATE declare, under penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any officers, managers, members or agents of the limited liability company on behalf of which the person signs. This filing has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment, or both. By typing my name in the electronic signature field, I am agreeing to conduct business electronically with the State of Oregon. I understand that transactions and/or signatures in records may not be denied legal effect solely because they are conducted, executed, or prepared in electronic form and that if a law requires a record or signature to be in writing, an electronic record or signature satisfies that requirement. ELECTRONIC SIGNATURE M,VA4 TITLE SAMANTHA BYERS AUTHORIZED AGENT DATE SIGNED 05-25-2021 Page 2 ,4�aR00 CERTIFICATE OF LIABILITY INSURANCE DATE 10/19/2019/2021IY1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown of Colorado, Inc 4532 Boardwalk Dr.. Suite 200 Fort Collins CO 80525 CONTACT Jody Harris NAME: PHONE (970) 482-7747 AX (970) 484-4165 A/C No AlC, Nv . E-MAIL certificates@bbcolorado.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Great Northern Insurance Company 20303 INSURED TS Worldwide, LLC dba HVS Hotel Appraisals, LLC 4775 Larimer Pkwy Suites 2 & 4 Johnstown CO 80534 INSURER B : Federal Insurance Company 20281 INSURER C : Chubb Indemnity Insurance Company 12777 INSURER D : Nautilus Insurance Company 17370 INSURER E: _ INSURER F : COVERAGES CERTIFICATE NUMBER: CL2193041847 REVISION NUMBER: THIS IS TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iN R LTR TYPE OF INSURANCE AnnLiS0II INSD WVD POLICY NUMBER POLICY EFF MM/DDIYYYY) POLICY EXP (MM/DD= LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 Z1 CLAIMS -MADE /NOCCUR 7 DAMAGE PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 A 3605-04-37 01/01/2021 01/01/2022 PERSONAL & ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 X JLOC POLICY ElFCT $ OTHER: AUTOMOBILE LIABILITY COM Si NGLE LIMIT $ BODILY INJURY(Perperson) $ 1,000,000 ANYAUTO ,A OWNED SCHEDULED AUTOSONLY AUTOS HIRED v NON -OWNED AUTOS ONLY AUTOS ONLYIx 7359-81-63 01/01/2021 01/01/2022 BODILY INJURY (Per accident) $ PROPERTY M GE Per $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESSLIvLIAB CLAIMS -MADE 7818-46-33 01/01/2021 01/01/2022 AGGREGATE $ 5,000,000 DED ^ RETENTION $ 0 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) NIA 7176-50-66 01/01/2021 01/01/2022 X STATUTE FR E L EACH ACCIDENT $ 1,000,000 E.L DISEASE- EA EMPLOYEE $ 1.000,000 E L DISEASE - POLICY LIMIT 1,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below Each Claim $1,000,000 D Professional Liability REA9048098-1021 10/01/2021 10/01/2022 Aggregate $1,000,000 Retention $35,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Federal Way is included as additional insured per policy forms and conditions listed on page 2. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave South AUTHORIZED REPRESENTATIVE Federal Way WA 98003 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ACa1�0" AGENCY CUSTOMER ID: 00313512 LOC #: ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Brown & Brown of Colorado, Inc TS Worldwide, LLC POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes Great Nothern Insurance Co Policy #3605-04-37 Employee Benefits Errors or Omissions - Claims Made Effective 01/01/2021 to 01/01/2022 $1,000,000 - Each Claim Limit - Retro Date: 05.17.2017 $1,000,000 -Aggregate Limit $1,000 - Each Claim Deductible When required by written contract the following form(s) may apply: General Liability: Blanket Additional Insured- Form 80-02-2367 Primary & Noncontributory - Form 80-02-2367 Blanket Waiver of Subrogation - Form 80-02-2362 Workers Compensation: Blanket Waiver of Subrogation - Form WC 00 03 13 Umbrella - Follow form over all lines of coverage Page of ACORD 101 (2006101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD