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RES 2020-0726 - PSA with Walker Consultants for 2020 Parking Study and Financial AnalysisIV.C​OMPENSATION AND PAYMENT A.The cost of services as specified in the Scope of Service,shall be performed on a lump sum basis,but in no event shall it exceed $140,000.00. B.Reimbursable expenses shall be billed to the City by the Provider. C.INCREASE OF FEES The parties hereto acknowledge that,as of the date of the execution of the Agreement,Section 10-142 of the Omaha Municipal Code provides as follows:Any amendment to contracts or purchases which taken alone increase the original fee as awarded (a)by ten percent,if the original fee is one hundred fifty thousand dollars ($150,000)or more,or (b)by seventy-five thousand dollars ($75,000)or more, shall be approved by the City Council in advance of the acceptance of any purchase in excess of such limits.However,neither contract nor purchase amendments will be split to avoid advance approval of the City Council. The originally approved scope and primary features of a contract or purchase will not be significantly revised as a result of amendments not approved in advance by the City Council.The provisions of this section will be quoted in all future City contracts.Nothing in this section is intended to alter the authority of the Mayor under section 5.16 of the Charter to approve immediate purchases. V.OWNERSHIP OF INSTRUMENTS OF SERVICE The City acknowledges the Provider’s documents,including electronic files,as instruments of professional service.Nevertheless,upon completion of the services and payment in full of all monies due to the Provider, the final documents prepared under this Agreement shall become the property of the City.The City shall not reuse on another Project or make any modifications to the documents without prior written authorization of the Provider.The City agrees,to the fullest extent permitted by law,to indemnify and hold harmless the Provider,its officers,directors,employees and subconsultants (collectively,Provider)against any damages, liabilities or costs,including reasonable attorneys’fees and defense costs,arising from or in any way connected with the unauthorized reuse or modification of the documents by the City,regardless of whether such reuse or modification is for use on this Project or another Project. VI.ADDITIONAL SERVICES In the event additional services for the aforementioned Project not covered under this Agreement are required, the Provider agrees to provide such services at a mutually agreed upon cost. VII.INSURANCE REQUIREMENTS The Provider shall carry professional liability insurance in the minimum amount of one half million dollars and shall carry workers’compensation insurance in accordance with the statutory requirements of the State of Nebraska. VIII.INDEMNIFICATION The Provider agrees,to the fullest extent permitted by law,to indemnify,defend and hold harmless the City, its officers,directors and employees (collectively,City)against all damages,liabilities or costs,including reasonable attorney’s fees and defense costs,to the extent caused by the Provider’s negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Provider is legally liable;provided,that with respect solely to the said duty to defend,such duty of the Provider to defend shall arise only if,and to the extent,such duty is covered by Provider’s liability insurance.The City agrees, to the fullest extent permitted by law,to indemnify and hold harmless the Provider,its officers,directors, employees and subconsultants (collectively,Provider)against all damages,liabilities or costs,including reasonable attorney’s fees and defense costs in connection with the Project,to the extent caused by the City’s negligent acts or the negligent acts of anyone for whom the City is legally liable.Neither the City nor the Provider shall be obligated to indemnify the other party in any matter whatsoever for the other party’s own negligence. IX.TERMINATION OF AGREEMENT This Agreement may be terminated by the City upon written notice to the Provider of such termination and specifying the effective date at least seven (7)days prior to the effective date of such termination.In the event of termination,the Provider shall be entitled to just and equitable payment for services rendered to the date of termination,and all finished or unfinished documents,data surveys,studies,drawings,maps,models, reports or photographs shall become, at the City’s option, its property. X.GENERAL CONDITIONS A.Non-discrimination​.Provider shall not,in the performance of this Agreement,discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race,color,creed, religion,sex,marital status,sexual orientation,gender identity,age,or disability as recognized under 42 USCS 12101 et seq.and Omaha Municipal Code section 13-89,race,color,creed,religion,sex, marital status, sexual orientation, gender identity, national origin, age, or disability. B.Captions​.Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. C.Applicable Laws​.Parties to this Agreement shall conform with all existing and applicable City ordinances,resolutions,state laws,federal laws,and existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. D.Interest of the City​.Pursuant to Section 8.05 of the Home Rule Charter,no elected official or any officer or employee of the City shall have a financial interest,direct or indirect,in any City Agreement. Any violation of this section with the knowledge of the person or corporation contracting with the City shall render the Agreement voidable by the Mayor or Council. E.Interest of the Provider​.The Provider covenants that he presently has no interest and shall not acquire any interest,direct or indirect,which would conflict with the performance of services required to be performed under this Agreement;he further covenants that in the performance of this Agreement,no person having any such interest shall be employed. F.Merger​.This Agreement shall not be merged into any other oral or written agreement,lease,or deed of any type. This is the complete and full Agreement of the parties. G.Modification​.This Agreement contains the entire Agreement of the parties.No representations were made or relied upon by either party other than those that are expressly set forth herein.No agent, employee,or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. H.Assignment​.The Provider may not assign its rights under this Agreement without the express prior written consent of the City. I.Strict Compliance​.All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written,and no substitution or change shall be made except upon written direction from authorized representative. J.LB 403 Contract Provisions​.​-​NEW EMPLOYEE WORK ELIGIBILITY STATUS -The Contractor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of new employees physically performing service within the State of Nebraska.A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996,8 U.S.C.1324a,known as the E-Verify Program,or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of a newly hired employee. If the Contractor is an individual or sole proprietorship,the following applies:1.The Contractor must complete the United States Citizenship Attestation Form,available on the Department of Administrative Services website at ​www.das.state.ne.us 2.If the Contractor indicates on such attestation form that he or she is a qualified alien,the Contractor agrees to provide the US Citizenship and Immigration Services documentation required to verify the Contractor’s lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE)Program.3.The Contractor understands and agrees that lawful presence in the United States is required and the Contractor may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. §4-108. K.Certificate of Authorization​.If this Agreement contemplates the performance of professional architecture or engineering work by the Provider,the Provider shall provide to the City,and maintain in good standing,a current Certificate of Authorization from the State of Nebraska as required by Neb. Rev. Stat. section 81-3436. L.Debarment or suspension by any federal agency.(This section applies if any part of this Agreement is funded by a federal agency.)Office of Management and Budget (OMB)guidelines require that any individual or entity that has been placed on the Excluded Parties List System (“EPLS”-available for review through ​www.sam.gov​)may not be a participant in a federal agency transaction that is a covered transaction or act as a principal of a person participating in one of those covered transactions. These guidelines apply to covered transactions under a grant from any federal agency for which a recipient expects to receive reimbursement for expenditures incurred or an advance on future expenditures. The Contractor providing goods and/or services to the City of Omaha certifies,by acceptance and execution of this Agreement,that neither it nor its principals are presently debarred,suspended, proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal department or agency.The Contractor further agrees,by accepting and executing this Agreement,that it will include this clause without modification in all lower tier transactions,solicitations,proposals,contracts,and subcontracts.Where the Contractor or any lower tier participant is unable to certify this statement, it shall attach an explanation to this Agreement. M.Contract Compliance Ordinance No. 35344, Section 10-192 Equal Employment Opportunity Clause During the performance of this contract, the Contractor agrees as follows: 1)The Contractor shall not discriminate against any employee or applicant for employment because of race,color,creed,religion,sex,marital status,sexual orientation,gender identity,national origin,age,or disability.The Contractor shall ensure that applicants are employed and that employees are treated during employment without regard to their race,color,creed,religion,sex, marital status,sexual orientation,gender identity,national origin,age,or disability.As used herein,the word “treated”shall mean and include,without limitation,the following:recruited, whether by advertising or by other means;compensated;selected for training,including apprenticeship;promoted;upgraded;demoted;downgraded;transferred;laid off;and terminated. The Contractor agrees to and shall post in conspicuous places,available to employees and applicants for employment,notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. 2)The Contractor shall,in all solicitations or advertisements for employees placed by or on behalf of the Contractor,state that all qualified applicants will receive consideration for employment without regard to race,color,creed,religion,sex,marital status,sexual orientation,gender identity, national origin, age, or disability. 3)The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker’s representative of the Contractor’s commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applications for employment. 4)The Contractor shall furnish to the Human Rights and Relations Director all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations,and including the information required by Sections 10-192 to 10-194,inclusive,and shall permit reasonable access to his records.Records accessible to the Human Rights and Relations Director shall be those which are related to Paragraphs (1)through (7)of this subsection and only after reasonable notice is given the Contractor.The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5)The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing provisions of Paragraphs (1)through (7)herein,including penalties and sanctions for noncompliance;however,in the event the Contractor becomes involved in or is threatened with litigation as the result of such directions by the City,the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division;and in the case of contracts receiving Federal assistance,the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6)The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations.Such compliance reports shall be filed with the Human Rights and Relations Director.Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of the Contractor and his subcontractors. 7)The Contractor shall include the provisions of Paragraphs (1)through (7)of this Section,“Equal Employment Opportunity Clause”,and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. N.Conflict.In the event of any conflict between this Agreement and any of the exhibits attached hereto,the terms of this Agreement shall take precedence. EXHIBIT “A” RESERVED EXHIBIT “B” SCOPE OF SERVICES Updated: June 03, 2020 September 12, 2019 Mr. Ken Smith, CAPP City Parking & Mobility Manager Park Omaha 1819 Farnam Street, Ste. 308 Omaha, NE 68183 Re: Proposal for Parking Planning Services Parking Study and Financial Analysis City of Omaha Parking Enterprise Omaha, Nebraska Dear Ken: Walker Consultants is pleased to submit for your review this proposal for “Phase II” parking planning services as requested by the City of Omaha (City, Client). This proposal includes our understanding of the project, the proposed scope of services to be provided by Walker Consultants (Walker), a schedule for the work, and establishes professional fees for services. PROJECT UNDERSTANDING We understand that the City desires assistance in providing information and guidance to manage the municipal parking system. More specifically, the City has requested assistance regarding parking supply/demand adequacy, financial assessment, the development of a framework for leveraging the city’s parking enterprise in support of selected real estate development projects, and a collaborative best practices review for aspects of the parking system. Park Omaha, the official brand of the downtown municipal parking system, is looking to formulate a strategic guidance document (“Document”) that will facilitate communications between the public and private sector downtown parking users, with the ultimate aim of securing future parking partnerships and advancing common goals for parking and mobility in the downtown core and surrounding districts. Park Omaha is requesting Walker to facilitate the formulation of the aforesaid Park Omaha Document. The initial task in “Phase I” was an update of the parking supply/demand analysis that Walker previously conducted in downtown Omaha. The second task (“Phase II”) is a financial analysis of the city’s parking enterprise. The purpose of this analysis is to consider the city parking enterprise’s ability to fund operating expenses, ongoing capital maintenance and repairs, and debt service of potential proposed and new parking projects. The analysis would include a review of existing city-owned parking assets, the relationship of these assets relative to the city’s economic development strategy, and opportunities for additional upside to net income. The study will consider and test the elasticity of the parking enterprise in terms of its ability to sponsor the development of future parking 1660 South Highway 100, Suite 545 Minneapolis, MN 55416 952.595.9116 walkerconsultants.com Mr. Ken Smith, CAPP June 3, 2020 September 12, 2019 Page 2 projects. The study will also include a review of existing parking agreements with employers with an eye toward identifying those that could be renegotiated for greater flexibility and/or rate adjustments. The third task involve developing a framework for helping the city to decide when to pursue real estate projects leveraging the assets of its parking system. This task also includes the identification and illustration of case studies that show how other cities have leveraged their parking system to support selected real estate development projects. The fourth task is a collaboration with the City of Omaha in the development of best practices review of parking policies and practices, including an objective look at the rules that govern parking and the activities that the city employs to enforce these rules. The overall objective of this task is to provide a professional outsider’s perspective with the aim to help the city make its parking system the best it can be. To succeed at meeting this objective, we consider city input, historical policies and practices, the character of the city, and the city’s organizational structure with respect to its parking operation and develop a parking management plan that suggests opportunities for improvements. This task is intended to answer a myriad of questions regarding parking policies and practices, including the following: Are parking rates working effectively? What should the relationship be between on- and off-street parking rates? Is the city’s zoning ordinance supporting economic development and protecting property owner rights? Is it minimizing waste and promoting sustainability? Is the city’s parking enterprise staffed appropriately? Are parking citations rates achieving their intended purpose? Is the city writing an appropriate number of tickets in support of its overall objectives? Are parking enforcement days and hours supportive of the needs of the community? Are parking spaces turning over at desirable rates? Are there effective strategies in place to keep long-term parking patrons out of short- term spaces? Is technology being used effectively in support of customer service? Are there technologies that could be cost effectively employed to provide patrons with additional and more convenient options? If so, what are these? How can the city’s parking operation be the best it can be? Task IV will formalize strategic recommendations crafted with Park Omaha leadership to form a guidance document detailing priority Park Omaha parking and mobility strategies. The Scope of Services to be provided by Walker are arranged into separate Task scopes and are described in the following section. SCOPE OF SERVICES MEETINGS A. Lead a project kick-off meeting with city representatives to confirm project understanding, schedule, and approach. B. Spend up to four days in Omaha meeting with city and business community representatives to discuss challenges, potential solutions, and opportunities for improvements. Mr. Ken Smith, CAPP June 3, 2020 September 12, 2019 Page 3 C. Later in the project timeline, after a draft report has been developed, meet with the city to discuss findings, conclusions, and recommendations. TASK II – FINANCIAL ANALYSIS A. Request and obtain the following information from the city: 1. Inventory of city-owned parking assets; 2. Parking enterprise operating statements for each of the past three years; 3. Operating statements for each parking asset over the past year (separate statements for individual parking facilities, report on on-street meter income, and report on parking citations income); 4. Debt service schedule associated with parking enterprise; 5. Anticipated atypical changes to parking enterprise operating revenues, operating expenses, and debt service; and 6. Most recent condition appraisal reports and asset management plans, including capital maintenance and repair budgets, for city-owned parking structures. B. Develop an income and expense profile for each city-owned parking asset. C. Visit Omaha and tour potential parking structure sites with city’s parking and mobility manager. D. On a site-specific basis, develop and document basic assumptions for purposes of informing the capacity and cost of potential parking structure projects. Prepare a site plan illustrating the locations of the potential parking structure projects. Develop conceptual cost estimates for each site. Park Omaha will assist in the identification of sites. E. Review city’s parking operation, including existing contracts, and identify opportunities for revenue upside and expense reduction. Comment on and quantify these opportunities. F. Prepare a high-level parking revenue and expense projection for each of the potential future parking facilities (up to and including six), for purposes of informing parking enterprise’s ability to sponsor the development of future parking projects. G. Prepare a financial analysis of the city’s parking enterprise looking forward over a ten-year period. Model existing parking enterprise, revenue, expense, and debt service streams and incorporate potential changes to parking operation, including the development of future parking projects. Model to be custom developed in MS Excel and allow for a variety of “what-if” scenarios related to potential rate increases, parking policy adjustments (changes to time limits, enforcement hours, parking citations fines, etc.), expense reductions, and future capital projects, to include modeled scenarios whereby parking revenues contribute funding for transit and a potential streetcar project, as a total mobility solution. TASK III – REVIEW OF PARKING ENTERPRISE’S ROLE IN DEVELOPMENT A. Confirm city’s goals with regards to parking enterprise’s potential future involvement in real estate development projects. Assess the feasibility of TIF funding contribution for capital projects. B. Identify and provide case studies illustrating how other cities have leveraged their public parking systems in support of promoting local real estate development projects. C. Develop a framework for helping the city determine when to participate in a real estate development project. D. Quantify the amount of seed money desired for beginning the development process. E. identify potential changes to the existing parking enterprise policies and practices, e.g., rate increases, expanded parking enforcement hours, etc., that if implemented, could seed future development activity. Mr. Ken Smith, CAPP June 3, 2020 September 12, 2019 Page 4 TASK IV – COLLABORATIVE BEST PRACTICES REVIEW OF PARKING POLICIES AND PRACTICES A. Meet with city representatives to discuss parking opportunities, challenges, and parameters. B. Meet with select business community members over a two-day period to identify parking opportunities challenges, and parameters. Identify business community needs that a future public parking system should address. C. Obtain and review city parking policies, practices, and ordinances relating to parking. D. Review the city’s organizational structure and the staffing associated with its parking assets. Recommend changes. E. Review and comment on parking rates, time restrictions or lack thereof, and enforcement hours. F. Review existing parking equipment and recommend upgrades where necessary. G. Draft a policy statement regarding the relationship between on- and off-street parking. H. Review and comment on existing parking signage and identify opportunities for improvement. I. Identify for the city’s consideration, other customer-service enhancements that do not exist in Omaha. J.Prepare a series of recommendations on a collaborative basis, receiving input and review from city and business community representatives. Recommendations will include the following topical areas: 1. Parking practices; 2. Parking rate strategies, time limits, and parking enforcement days and hours; 3. Maintenance of facilities; 4. Use of technologies including enhancements to customer service, costs, and recommendations; and 5. Shared parking public-private lease opportunities; 6. Branding and marketing of public parking system; 7. Transportation Demand Management (TDM) and micro mobility programs. K. Make up to four trips to Omaha to collect data and to meet with city and business community representatives. During these trips, assist the city in communicating the recommended concepts. DELIVERABLES 1. Provide a report in draft form for city review and comment. Report will include update to Walker’s previous parking supply/demand analysis; a definition of the city’s parking assets; historical revenues, expenses, and debt service; discussion of potential changes to the city’s parking operation; identification and discussion of potential future parking assets; the enterprise’s potential ability to sponsor these projects; plus, a complete analysis of the city’s parking policies and practices and recommendations for improvement. 2. Prepare and email a draft report for city review and comment. 3. Finalize draft report based on city’s feedback and email final report. 4. Develop a PowerPoint slide deck for distribution. SCHEDULE Work may commence within 1-2 weeks of receiving a fully-executed professional services agreement. A draft report can be provided within 60-90 days or any other mutually agreeable schedule. A final report can typically be provided within two weeks of receiving the city’s comments regarding the draft report. We understand that the city may want certain portions of our work prior to a 60- to 90-day time frame. Walker will meet any reasonable schedule and prioritize its work to move study items along as these might be beneficial for the city to receive in advance of the schedule defined herein. Mr. Ken Smith, CAPP June 3, 2020 September 12, 2019 Page 6 WALKER’S QUALITY POLICY Walker Consultants is committed to fully understanding your requirements for this project and meeting those requirements on time and within budget. We will provide responsive, cooperative, and high-quality professional services. If this proposal does not meet your requirements, please let us know and we will gladly modify it. We thank you for the opportunity to serve as Owner’s Representative on parking matters for this most important project and look forward to providing the City of Omaha with the high level of responsiveness and professionalism expected from Walker. Please review this proposal and let me know if you have any questions or need any changes. Sincerely, WALKER CONSULTANTS John W. Dorsett, AICP, CPP Carl L. Schneeman, PE Senior Vice President Principal Enclosures General Conditions of Agreement for Financial Consulting Services AUTHORIZATION Trusting that this meets with your approval, we ask that you sign in the space below to acknowledge your acceptance of the terms contained herein, and to confirm your authorization for us to proceed. Please return one signed original of this agreement for our records. CITY OF OMAHA Accepted by (Signature) Printed Name Title Date GENERAL CONDITIONS OF AGREEMENT FOR FINANCIAL CONSULTING SERVICES PAGE 7 SERVICES Walker Consultants (“Walker”) will provide CLIENT limited professional services described in the attached Scope of Services letter [the “Services”]. Walker’s instruments of service may include reports, analyses, critiques or prospective financial statements and financial forecasts (“Projections”). All deliverables are hereinafter termed “Documents”. The Services are provided solely in accordance with written information and documents supplied by CLIENT and are limited to and furnished solely for CLIENT’s specific use disclosed to Walker in writing. Any additional services requested will be provided on a time and material basis or for a mutually agreeable lump sum fee. PAYMENT FOR SERVICES Prior to commencement of the Services, CLIENT agrees to make an initial Payment to Walker in an amount equal to 20% of the total fee which will be credited to the last invoice sent to CLIENT. Walker will submit monthly invoices based on work completed plus reimbursable expenses. Reimbursable expenses will be billed at 1.15 times the cost of travel and living expenses, rental of specialized equipment, photographs and renderings, document reproduction, postage and delivery costs, telephone and facsimile charges, additional service consultants, and other project related expenses. Payment is due upon receipt of invoice. If for any reason CLIENT does not pay Walker within thirty (30) days of date of invoice, CLIENT agrees to pay Walker a late charge of one and one-half percent (1.5%) per month of any unpaid balance of the invoice plus attorney’s fees and other costs incurred to collect the unpaid sum. STANDARD OF CARE Walker will perform the Services consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. No other warranty, express or implied, is made. PERIOD OF SERVICE Services shall be complete the earlier of (1) the date when final documents are accepted by the CLIENT or (2) thirty (30) days after final documents are delivered to the CLIENT. RELIANCE ON INFORMATION PROVIDED BY OTHERS Any estimates or projections provided by Walker will be premised upon assumptions provided by CLIENT. As used herein, an “assumption” is an axiom or proposition which is included in an analysis to project future performance or events and is not a guarantee of performance, or representation of a fact which will eventually exist or be attained or reached. CLIENT fully understands that WALKER must utilize such “assumptions” in order to perform feasibility or other analyses. Furthermore, CLIENT fully understands that WALKER is not an auditor or a certified public accountant and will not independently review or investigate misrepresentations, fraud, misappropriation, completeness or accuracy of the information or assumptions provided by CLIENT, its agents, representatives or others supplying information or data to Walker for its use in performance of the Services. Walker may draw certain assumptions from its past work on other projects of similar or like nature, and will do so in a manner consistent with the standard of care within the profession. CLIENT fully understands that, because of the inherent uncertainty and probable variation of the assumptions, actual results will vary from Mr. Ken Smith, CAPP June 3, 2020 September 12, 2019 Page 8 estimated or projected results and such variations may be material. As such, WALKER makes no warranty or representation, express or implied, as to the accuracy of the estimates or projections. FINANCIAL PROJECTIONS Walker may compile, from information and assumptions provided by CLIENT, projections and related prospective statements of income, expenses and cash flow. CLIENT is responsible for representation about its plans and expectations and for disclosure of significant information that might affect the Services. WALKER is not CLIENT’s investment advisor or advocate. The actual results achieved will vary from the projections and variations may be material. CHANGES IN ASSUMPTIONS AFTER COMPLETION OF SERVICES Unforeseen and changed laws, technologies, events or circumstances may occur after the course of this engagement and completion of Services which may render the Documents obsolete. WALKER has no responsibility to inform CLIENT about changed circumstances impacting projections and does not have any responsibility to update Documents for events and circumstances occurring after delivery of Documents to CLIENT. CONSEQUENTIAL DAMAGES To the fullest extent permitted by law, neither the client nor Walker, shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the services or projections provided under this agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. NO THIRD-PARTY BENEFICIARY CLIENT understands that the Documents are prepared for CLIENT’s internal management use only and that Documents are for CLIENT’s sole benefit and no third-party beneficiary is implied. CLIENT agrees to obtain Walker’s prior written permission before distributing a copy of the Documents to anyone other than a member of its internal management. If CLIENT distributes a copy of the Documents to any person or entity other than its internal management, CLIENT fully understands that it does so at its own risk, and WALKER assumes no liability or responsibility therefor or the consequences thereof and CLIENT hereby agrees to indemnify and hold harmless from and against any and all claims or causes of actions for damages or loss against WALKER by such person or entity as a result of said person’s alleged reliance on the Documents. USE OF DOCUMENTS CLIENT agrees not to use documents in a transaction in which one relies on the accuracy of projections, and WALKER assumes no responsibility for CLIENT’s actions in its use of the documents in such transactions. Further, any use of documents for modifications or extensions of the services, new projects, or completion of this project by others, without WALKER’S specific written consent, will be at CLIENT’s sole risk. Mr. Ken Smith, CAPP June 3, 2020 September 12, 2019 Page 9 STATUTE OF LIMITATION Parties agree that all legal action by one party against the other arising out of this Agreement or connected with the Services shall be barred and no such claim shall be initiated by either party after four (4) years have passed from the date the Documents were delivered to the CLIENT, unless applicable statute of limitation sets a shorter period. LIMITATION OF REMEDIES Walker’s liability to CLIENT as a result of acts, errors or omissions of WALKER shall be limited in the aggregate to $50,000 or the fee, whichever is greater. MEDIATION If any dispute arises among the parties hereto, the parties agree first to try in good faith to settle the dispute by mediation before resorting to litigation. Costs of any mediation proceeding shall be shared equally by all parties. MUNICIPAL FINANCIAL ADVISOR Walker Consultants is not registered with the U.S. Securities and Exchange Commission (“SEC”) as a municipal financial advisor. As such, Walker’s consultation will be limited to engineering advice based on site and/or economic feasibility; Walker will not be recommending a specific financial structure or vehicle for consideration, nor will Walker recommend a specific financial plan. For those services, the owner/client should seek counsel from a qualified municipal financial advisor. Any opinions or views provided by Walker are not intended to be, and do not constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. EXHIBIT “C” BREAKDOWN OF COSTS Mr. Ken Smith, CAPP June 3, 2020 September 12, 2019 Page 5 PROFESSIONAL FEES Walker will provide the scope of services described herein on a lump-sum-fee-plus-reimbursable-expenses basis in accordance with the attached General Conditions of Agreement for Financial Consulting Services. Our lump sum fees, excluding customary reimbursable expenses, are shown in the following table. (Note: Fees assume work would be authorized such that at least two task could be performed concurrently and not consecutively. Consecutive performance of all tasks would like result in higher fees.) In addition to this lump sum fee we will invoice reimbursable expenses; we anticipate that these expenses would mostly include project-related travel and we estimate that the expenses would not exceed ten percent of our lump sum fee. Proposed Professional Fees by Task (Excluding Reimbursable Expenses) Task Description Fee Task II – Financial Analysis $31,000 Task III – Review of Parking Enterprise’s Role in Development $21,000 Task IV – Collaborative Best Practices Review of Parking Policies and Practices $70,000 Reimbursable expenses will be billed at 1.15 times the cost of travel and living expenses, purchase or rental of specialized equipment, photographs and renderings, document reproduction, postage and delivery costs, long distance telephone and facsimile charges, additional service consultants, and other project related expenses. The fees quoted herein shall remain firm for 30 days from receipt of this proposal. All services will be performed according to the terms and conditions of the attached General Conditions of Agreement for Financial Consulting Services.