RES 2020-0726 - PSA with Walker Consultants for 2020 Parking Study and Financial AnalysisIV.COMPENSATION 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
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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.