HomeMy WebLinkAboutReport - Read Before Packet - 11/04/2024 - Information regarding City of Fort Collins Inflation Reduction Act Advisory Proposal June 2024 for Agenda Item #7
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ELECTIVE PAYMENT TAX CREDIT ASSESSMENT ADVISORY PROPOSAL FOR
CITY OF FORT COLLINS
Robert O'Neill, Partner
Gabriel Sermeno, Director
Moss Adams LLP
Block 162, 675 15th Street, Suite 1900
Denver, CO 80202
Table of
Contents
| A. Cover Letter / Executive Summary i
| B. Firm Information 1
1. & 5. Firm Background and Size 1
2. Firm History 1
3. Firm Ownership and Organization Structure 2
4. Full-Service Capabilities 2
6. Our Locations 2
7. Primary Contact Information 3
| C. Scope of Proposal 4
1. Proposed Services 4
2. Project Management 11
3. Service Approach 11
4. Communication 12
5. Firm Software and Analysis Tools 12
6. Use of Subcontractors 13
7. Proposed Schedule 13
| D. Firm Capability & Assigned Personnel 15
1. Service Team Organization Chart 15
2. Service Team Resumes 15
3. Firm and Staff Qualifications 19
4. References 25
5. The Moss Adams Difference 26
| E. Sustainability/TBL Methodology 27
1. Social, Economic, and Environmental Practices and Metrics 27
2. Social, Economic, and Environmental Efforts in Practice 27
| F. Cost & Work Hours 29
1. Estimated Hours by Task 29
2. Cost by Task 29
3. Standard Billing Rates 31
4. Direct Costs 31
| G. Sample Agreement Exceptions 32
| H. Acknowledgement Form 33
June 28, 2024
Gerry Paul
Purchasing Director
City of Fort Collins
215 N. Mason Street
2nd Floor
PO Box 580
A. Cover Letter / Executive Summary
Dear Gerry:
Thank you for the opportunity to present this proposal for Inflation Reduction
Act (IRA) tax consulting services to the City of Fort Collins (the City), in response
to your request for proposal (RFP). Our firm and proposed engagement team are
properly licensed to perform such services in Colorado and would be dedicated to
performing all of the RFP’s outlined work within the time frame established by
the City.
We understand you’re seeking a service provider with the depth of functional
skills necessary to provide the City with guidance and support in complying with
all federal and state regulations relating to clean energy projects and
corresponding tax credits, in accordance with the provisions of the Inflation
Reduction Act of 2022 (IRA) Section 1647 along with other applicable energy tax
credits. Specifically, you’re seeking a firm capable of offering consulting services
to leverage federal tax credits for renewable energy and energy efficiency projects
across the enterprise.
Although differences between firms can be hard to discern, we believe the
following identifies us as the best choice to serve the City:
• Expertise with governmental and municipal engagements. With
over 400 government clients firmwide, we already understand
municipalities, governments, and how organizations like the City operate.
Our team is focused on assisting clients with the qualifications for IRA
benefits, including placed-in-service analysis, cost segregation, confirmation
of credit enhancements such as prevailing wage and domestic content
(among others), project registration, credit monetization, and compliance to
minimize recapture risk. Our dedicated focus and involvement in your
industry means we understand the issues unique to municipalities like yours.
• Experienced professionals. Your dedicated engagement team will
consistently provide the City with the highest quality services; bringing you
experienced professionals with deep knowledge across a wide array of
specialties, including tax credit advisory, construction compliance
monitoring, and cost segregation. This team works closely with other tax and
assurance professionals in our National Not-for-Profit, Government Services,
and Tribal & Gaming Practices. This cross-sectional experience will be critical
to adding value to our relationship with the City, providing effective project
management and administration, as well as achieving effective results to help
ensure a successful project.
June 28, 2024
Gerry Paul
Purchasing Director
City of Fort Collins
215 N. Mason Street
2nd Floor
PO Box 580
• Efficient and effective service approach. Our service approach is
designed to reduce costs and save time while meeting the City’s specific
needs. Our approach is collaborative, and we’ll include your team in every
step of the assessment process to the successful delivery of value-added
results. Please see the Service Approach section for our project approach and
methodology on specific aspects of the Section 48 Investment Tax Credits.
• Strong reputation for providing independent and objective advice.
Moss Adams has an excellent reputation for quality, integrity, and added
value. We’re independent and deliver accurate, honest assessments in our
consulting work. Unlike smaller competitors who may not have defined
methodologies for work, Moss Adams has built processes for quality
assurance into our policies and culture. This means our work is accurate and
timely, and will provide significant value to the City. Our performance as
business advisors will demonstrate our commitment to high-quality services,
consistent with our proven track record. We look forward to helping you
maximize your IRA tax credits through validation and compliance support
services.
• Competitive fees. We strongly believe we’re the most qualified firm to
serve the City. However, if fees become a decision point for you, please reach
out to us to discuss them prior to making your final decision. Our fees are
included in the Cost & Work Hours section of this proposal.
You’ll find that Moss Adams offers an exceptional combination of experience and
resources to not only meet your needs but also add value to the City at a
competitive price. We bring a rare blend of inspiration and technical excellence to
help our clients discover and claim the future. Our focus on helping you recognize
and take advantage of rising opportunities is what sets us apart from other firms.
Should we be selected to participate in the interviews/demonstrations, we can
make ourselves available virtually, in person, or a combination of both, on the
proposed dates stated in the RFP’s schedule section.
We commit to making the City a long-term and extremely satisfied client of Moss
Adams. We’re enthusiastic about the opportunity to serve you and appreciate
your consideration of our firm.
Sincerely,
Robert O'Neill, CPA Gabriel Sermeno
Partner Director
(503) 478-2339 (310) 481-1215
rob.oneill@mossadams.com gabriel.sermeno@mossadams.com
B. Firm Information
1. & 5. FIRM BACKGROUND AND SIZE
At Moss Adams, we believe in the power of possible. As a business and personal advisory firm with
over 4,750 professionals across more than 30 locations, we work with clients to meet the rising
challenges and opportunities of tomorrow. Through a full spectrum of accounting, consulting, and
wealth management services, we bring the deep industry specialization and unconventional thinking
our clients seek.
Since we put down roots in the Pacific Northwest more than 100 years ago, we’ve steadily
expanded to serve clients across the nation and globally. Our full range of services includes
accounting (assurance and tax), consulting (IT, strategy & operations, transactions, and specialty),
as well as individual and institutional wealth management.
Moss Adams is one of the 15 largest US accounting and consulting firms and a founding member of
Praxity, a global alliance of independent accounting firms providing clients with local expertise in the
major markets of North America, South America, Europe, and Asia.
2. FIRM HISTORY
Every business, managed well, has the potential for tremendous growth and durability. We know,
because it’s our story too.
Moss Adams LLP has its origins in 1913, with its current formation as a Washington limited liability
partnership in 1996. Our firm’s history began the year President Woodrow Wilson signed the federal
income tax into law. That same year, John G. McIntosh, CPA, set up a small Seattle practice to
serve a booming Pacific Northwest timber industry. Through good times and bad, through two world
wars and 19 US presidents, that practice steadily extended its reach—first regionally, then
nationally—to serve the businesses and industries that built this country.
Today, that practice is Moss Adams, one of the largest accounting, consulting, and wealth
management firms in the nation, dedicated to assisting clients with growing, managing, and
protecting prosperity. But our principles remain the same as they were when we opened our doors
more than a century ago: Consistently hire talented people, work hard to make a difference in our
communities, and empower our clients to discover and claim success.
3. FIRM OWNERSHIP AND ORGANIZATION STRUCTURE
Moss Adams is organized as a limited liability partnership with more than 400 active partners. Firm
business is conducted under the leadership of our chief executive officer, chief operating officer,
and chief practice officer; an elected executive committee; regional managing partners; partners in
charge of our offices; and industry group leaders. Our national office, located in Seattle,
Washington, provides centralized support services for the firm.
4. FULL-SERVICE CAPABILITIES
We understand the scope of this engagement is limited to the requested elective payment tax credit
assessment advisory services. But the people who make up your engagement team, like all our
professionals, have a wider skill set and are trained to be aware of issues that fall outside typical
assurance and tax work. Exposing our accountants to a broad range of financial and operational
disciplines is an approach that’s hardwired to our practice.
We do this because we place a high value on having peripheral vision when it comes to your
business. It’s the difference between being able to advise you on your business versus serving as
“just an accountant.” For this reason, the City should know Moss Adams can provide a broad set of
additional solutions if the need arises, including the following:
6. OUR LOCATIONS
Moss Adams has more than 30 locations and a presence in nine states: Arizona, California,
Colorado, Kansas, New Mexico, Oregon, Texas, Utah, and Washington.
•
• El Segundo, CA
• Fresno, CA
• Healdsburg, CA
•
• Silicon Valley, CA
• Stockton, CA
• Walnut Creek, CA
•
• Houston, TX
• Salt Lake City, UT
• Bellingham, WA
• Napa, CA
• Orange County, CA
• Pasadena, CA
• Sacramento, CA
• Salinas, CA
• San Diego, CA
• San Francisco, CA
•
• Denver, CO*
• Kansas City, KS
• Albuquerque, NM
• Eugene, OR
• Medford, OR
• Portland, OR
•
• Seattle, WA**
• Spokane, WA
• Tacoma, WA
• Tri-Cities, WA
• Wenatchee, WA
• Yakima, WA
*Primary office for the City’s engagement **Moss Adams Headquarters
7. PRIMARY CONTACT INFORMATION
Denver Office Headquarters
Block 162, 675 15th Street, Suite 1900
Denver, CO 80202
(303) 298-9600
999 3rd Avenue, Suite 2800
Seattle, WA 98104
(206) 302-6500
Primary Engagement Contacts
Rob O’Neill, Partner
805 SW Broadway, Suite 1400
Portland, OR 97205
(503) 478-2339
rob.oneill@mossadams.com
Gabe Sermeno, Director
225 S. Lake Avenue, Suite 900
Pasadena, CA 91101
(310) 481-1215
gabriel.sermeno@mossadams.com
C. Scope of Proposal
1. PROPOSED SERVICES
We understand the City is seeking IRA tax consulting services to provide guidance and support in
complying with all federal and state regulations related to clean energy projects and associated
elective payment tax credits. Additionally, the City is requesting the design of an ongoing IRA
elective payment program to be managed by Moss Adams. The following phased service plan is
designed to efficiently perform the tasks as outlined in the RFP.
Service Description
DATA GATHERING (SCOPE ITEM #1)
1. Meet with City departments with potential clean energy projects
a. Identify currently eligible projects underway
b. Identify eligible projects in strategic/capital plans
c. Identify the timing of projects
d. Identify any potentially eligible projects not included in strategic plans
PROJECT ANALYSIS – FEASIBILITY AND PRIORITIZATION (SCOPE ITEMS #2–5)
1. List the types of clean energy projects by City department which are eligible for tax credits
a. Identify the specific tax credits for each project
b. Identify why the project is eligible for tax credits
c. Note any potential exceptions to eligibility or specific tasks to complete in order to meet
eligibility requirements
d. Train City staff on how to determine project eligibility
2. Estimate the value of potential tax credits for eligible projects
3. Establish a project timeline for receiving tax credits for each project
4. Assess the cost/benefit to the City of pursuing elective payment of clean energy tax credits
a. Assign an “ease of pursuit” rating to each potential use of tax credits
b. Highlight any exceptions or specific requirements to ensure City projects are eligible
for elective pay tax credits
c. Determine the resource requirements for pursuing these tax credits
d. Determine the length of time these tax credits remain available
e. Determine if the present cost of preparing and filing a 990-T equal to or greater than
the future benefit of the tax credits; identify any exceptions or caveats
Service Description
CREDIT MONETIZATION AND COMPLIANCE (SCOPE ITEMS #6 & 7)
1. Estimate the annual cost of managing the IRA elective payment program for the City
2. Design an ongoing IRA elective payment program for the City, including:
a. Annual resource requirements
b. Annual incremental documentation requirements
c. Annual accounting requirements
d. Annual compliance requirements
e. Annual management requirements
In addition to the above scope of services, we’ll adjust the approach and propose any additional
scope of work if it is identified and helps deliver the greatest possible benefit. We’ll recommend
modifications to the scope of services as needed to ensure that the City is aware of, and qualifies
for, any tax credits or federal benefits.
DATA GATHERING (SCOPE ITEM #1)
Initial Consultation
We’ll send a preliminary survey to City departments to
determine the scope of their knowledge of IRA tax credits and
types of capital spending over the next three to five years.
This will help us identify areas of focus for meetings with the
identified City departments. These surveys will be collected
simultaneously with capital spend budgets, reports, and
projections of costs for the next three to five years related to
their anticipated clean energy projects.
We’ll schedule a series of workshops to educate and advise approximately 20 (twenty) City
departments on the existing regulations, the IRA, and current guidance, with deep dives into the
areas of opportunities identified in the preliminary survey. During those workshops, we’ll discuss the
qualifying criteria with the City departments, including accounting, operations, technical, and ESG
leaders, to help identify eligible projects as well as potential challenges that may impact the City’s
ability to generate and monetize a credit.
PROJECT ANALYSIS – FEASIBILITY AND PRIORITIZATION (SCOPE ITEMS #2–5)
Based on the information gathered from our surveys and during meetings with applicable
department personnel, we’ll review current and future projects that may be eligible for clean energy
credits. We will provide an estimated timeline for each project, detailing the steps that must be taken
from the start of construction through to the completion of the project, placing the property in
service, filing applicable tax returns, and claiming any credits through Elective Pay.
We’ll work with you to provide memoranda and reports summarizing on a project-level basis,
organized by department, which credits may be applicable to such projects, the estimated value of
such credits, support for the project’s eligibility, and analysis of the feasibility of effectively claiming
such credits. This report will assist the City in understanding its estimated IRA tax credit amount
projected over the next three to five years. This report will contain analysis and documentation on
the following key components of IRA tax credits.
Key Considerations of IRA Credits
We will perform consultation reviews to help the City address
Start of Construction Safe Harbor Requirements,
Prevailing Wage and Apprenticeship Exceptions,
Domestic Content Exceptions, Energy Community
Eligibility, Environmental Justice Allocation
Eligibility, determination of when the project
was/is placed in service, and credit monetization.
We will also perform contract consultation
reviews to help the City execute contracts with
language and controls addressing prevailing
wage, associated apprenticeship program
reporting, and domestic content requirements.
Start of Construction Safe Harbor Requirements
Moss Adams will review the steps taken by the City to determine if they meet the construction safe
harbor requirements. We will analyze the City’s efforts under the Physical Work Test and the Five
Percent Safe Harbor test as described in numerous IRS notices and other guidance. Moss Adams
will also provide additional considerations related to the Continuity Requirement that you can
incorporate into your project plans to ensure compliance with the IRS requirements or review. We
will document the steps you take to meet these safe harbor requirements.
Prevailing Wage and Apprenticeship Exception Analysis
The City has indicated that, based on the expected output of some its projects (e.g., less than 1
mW), it meets certain exception criteria relative to the IRA’s Prevailing Wage and Apprenticeship
(PWA) requirements. Moss Adams will validate that conclusion and document the City’s exception
to the Prevailing Wage & Apprenticeship Requirements.
Energy Community Analysis
Moss Adams will review the location addresses of the City’s planned projects to confirm whether the
project(s) may be eligible to qualify for the Energy Community Bonus Credit as described in IRS
Notices 2023-45 and 2023-47.
Environmental Justice Allocation
If the City applied for and was allocated an Environmental Justice Allocation as described in Notice
2023-17, Moss Adams will use that information to calculate and determine the City’s Section 48
benefit. We will also review any potential opportunities to submit an application for this allocation.
Determination of Applicable Credit
For tax-exempt organizations and government entities making this election, the regulations have
special provisions allowing those entities to determine the applicable credit without regard to tax-
exempt use restrictions and allow those entities to treat the eligible property as used in a trade or
business, allowing the full amount of the credit to be realized. The regulations also make provisions
for projects funded by certain grants, forgivable loans, and other tax-exempt amounts. These rules
would generally allow tax-exempt amounts used to acquire an investment property in IRC Sections
30C, 45W, 48, 48C, or 48E to be included in the calculation of the credit amount.
To prevent excessive benefit, the amount of the credit plus
the tax-exempt amount can’t exceed the total cost of the
investment property. Several examples of the application of
this rule are provided. The regulations also provide that any
credit must be determined with respect to the applicable
entity or electing taxpayer. These rules therefore prohibit an
applicable entity from making an elective payment election
for a transferred credit under IRC Section 6418, which allows
taxpayers to make a one-time election to transfer all or a
portion of eligible credits to an unrelated third party.
An IRC Section 48 energy property election can’t be made
when the taxpayer makes an election under IRC Section
50(d) to pass through the credit to the lessee of the property.
It also can’t be made regarding carbon capture and
sequestration credits if the taxpayer makes an election under
Section of 45Q(f)(3)(B) to pass the credits through to the
person disposing of or using qualified carbon oxide—or using
it as a tertiary injectant.
Elective Payment Phaseout Rules and Domestic Content Exception Analysis
Starting in 2024, the credit amount calculated under IRC Sections 45, 45Y, 48, and 48E where
elective payments are made will be phased down if certain domestic content requirements haven’t
been met. Depending on the certain qualifications, the City may meet certain exception criteria
relative to the IRA’s Domestic Content requirements. Moss Adams will determine the project’s facts
and determine whether it qualifies for the exception to the Domestic Content Requirements.
Satisfying the exception criteria will mean that the City will not suffer a reduction in its credit amount.
Prevailing Wage and Apprenticeship
For projects where the City must meet PWA requirements to earn the credit enhancement, (i.e.,
projects with expected output > 1mW), Moss Adams will provide the City with estimated costs
associated with meeting and documenting these requirements. We understand the City has a
system in place to have contractors report compliance with prevailing wage requirements. We’ll
review this system to confirm its compliance with the IRS guidance. Please note that the IRS
recently released final guidance on these requirements on June 18, 2024, through TD 9998, RIN
1545-BQ62. Any costs associated with complying with this final guidance will be factored into the
cost benefit analysis that will be delivered as part of this work.
Moss dams | Pro osal or Cit o Fort Collins 8
Additional Consideration – Financial Modeling Tax Advisory
We have deep expertise consulting on all tax aspects regarding the
development, financing, ownership and operation of energy projects,
particularly those that may qualify for federal tax credits and other
incentives. Often, these projects also involve Department of Energy loan
guarantees, below-market loans, forgivable loans, government grants,
and other non-tax incentives.
The introduction of public-private partnerships often
introduces an additional layer of complexity, requiring a
deep understanding of partnership tax and the many
nuanced rules around the joint ownership of energy
properties and the impact of same on tax credits.
While these issues must be analyzed from a tax
perspective, they must also be properly incorporated
into financial models to provide a true picture of the after-tax economics of a given ownership or
financing structure. Sometimes, the modeling produces counter-intuitive results, further
underscoring the essential nature of the service and need for qualified advisors.
We have many years of experience incorporating these tax concepts into complex financial models,
including tax equity, public/private partnerships, lender models, and M&A models, both in
professional services and in previous tax and finance roles in the energy industry.
CREDIT MONETIZATION AND COMPLIANCE (SCOPE ITEMS #6 & 7)
Based on our reading of the RFP, we interpret scope items #6 and 7 as the City requesting two
options that will help it monetize credits available to it through the IRA – either managing the
process itself (Item 6) or outsourcing it (Item 7). The considerations and factors are similar for either
option, so we have combined the narrative service proposal for both Scope items here. Therefore,
this section outlines the considerations that factor into either a “City-managed” or outsourced IRA
Elective payment program for the City. Please note that our fees for this service are typically
charged on a per credit basis as outlined in Section F.2.
Elective Payment – Process and Considerations
We’ll work with the City, including applicable staff, department managers, and other relevant parties
to develop materials which will aid the City in implementing and maintaining an Elective Pay
program. At the conclusion of these discussions, we will work with you to provide a memoranda and
other supporting reports describing the various resource requirements and considerations of such
program.
We’ll also conduct training sessions educating City staff and other individuals on various Clean
Energy credit and Elective Pay topics, including the identification of potentially eligible projects. This
may include scheduling a series of workshops to educate and advise City departments and staff on
the existing regulations, the IRA, and current guidance with deep dives into the areas of
opportunities identified in the preliminary survey. This is a new process for the IRS, and our
proposed program will include the following critical process factors and important considerations.
Timing of Making the Election
An applicable entity or electing taxpayer would make a claim at the time of filing their tax return for
the taxable year when the credit is determined where payment wouldn’t occur until after filing the
return. A prefiling registration must be completed, and a valid registration number must be noted on
the filing.
Returns must be filed on time (including any extensions). For entities not required to file, the due
date is the date whenever a return would be filed, if required, with a six-month extension
automatically allowed. Elections for elective payment are irrevocable once made and apply to any
applicable credit for the taxable year when the election is made. The election also applies to the
entire amount of the applicable credits determined with respect to each property that was properly
registered.
Prefiling Registration Requirements
The regulations provide for a mandatory prefiling
registration process to help prevent fraud. This prefiling
process must be satisfied before making the election. The
prefiling registration process must be completed through
the IRS electronic portal. All registration requirements must
be satisfied, a registration number must be received before
making the election, and a registration number is required
for each applicable project.
Specific information must be provided as part of the pre-filing registration process including, the
taxpayer’s tax year, the location of each project, the placement in-service date, and other
information to allow the IRS to mitigate the risk of fraud and abuse.
Other rules related to the registration number are also proposed, including rules related to a change
in ownership after a number is obtained but before the project is placed in service.
Temporary regulations specific to the process were published on June 21, 2023, and final
regulations were recently published on March 11, 2024. The figure below highlights the general
process to file, claim and receive a direct payment (i.e., refund).
Moss Adams | Pro osal or Cit o Fort Collins 10
We will work with you to provide a report confirming the eligibility of the base credit percentage or
amount and listing the applicable bonus credit percentage or enhancements for your Project,
including, as applicable, PWA, domestic content, and energy community enhancements. Based on
applicable statutes, IRS Notices, Treasury Regulations, and other applicable laws, we will consult
with you regarding the direct-payment election and procedures to enable the direct payment and
work with you to file the applicable tax returns necessary to claim the ITC. For additional insights
into the Direct Pay process, please see our Alert: IRS Issues Guidance for Direct Payment of
Energy Tax Credits.
Upon project completion, we will provide the City with an Executive Summary to support the credit
claim in the event of an IRS exam. The Executive Summary will describe the records reviewed,
participating contractors and subcontractors, methods used to confirm compliance, identified
incidents of non-compliance, and documentation stating the City promptly addressed any non-
compliance.
All applicable credit enhancer compliance documentation (e.g., prevailing wage data) can be
electronically transferred through our secure portal and these documents will be well-organized and
referenced in accordance with the City requirements and general audit principles.
Additional Consideration – Tax Credit Examinations Support
Along with the benefits of claiming tax credits comes potential
scrutiny from the government at the federal and state
levels. Our Credits & Incentives Services practice
has successfully defended hundreds of federal and
state tax credit examinations.
We have extensive experience in both the exam and
appeals stages of audits related to tax issues. Due to
the subjective nature of these credits, it may be
necessary to resolve federal credit claims at the IRS
appeals level. We have extensive experience
working with field agents, as well as the IRS Office of
Appeals, and state appeals processes. In addition to IRS
examinations, state tax credits are also frequently examined.
We’ve supported clients through state examinations, including appeals and settlement processes.
We’ve helped many clients through this process, resulting in favorable outcomes.
Our effective approach will save you time and money. We’ve developed a streamlined process that
reduces the burden on your management and staff during the examination. Some firms outsource
this process. We’ll work closely with local field agents to best demonstrate your documentation
supporting the credits and to assist in a timely and efficient examination. The advantage of selecting
Moss Adams is that the same team that completed your tax credits will be assisting you through the
audit and potential appeal if needed.
Generally, the fees for exam support are billed hourly and discussed with a client at the onset of an
exam. If your organization’s activities could be eligible for the tax credit, the tax savings are worth
the effort.
Additional Consideration – Filing of IRS Form 990 or 990-T
In addition to the credit registration process, monetizing the credits available under the IRA requires
the applicable entity to file a federal income tax return (e.g., IRS Form 990 or 990-T). We
understand preparing federal Income tax returns may not be a task that is familiar to the City. We
will work with your team to prepare a compliance schedule that matches your needs and provides
your team with ample time to gather the requested tax return information and review returns before
applicable due dates.
Throughout the tax return preparation process, we aim to provide timely and accurate tax returns,
while brainstorming strategic ideas for consideration. We also staff engagements with a dedicated
team of professionals who have significant experience preparing and reviewing tax-exempt tax
returns, and a strong understanding of issues specific to public jurisdictions.
These services are typically performed by our partners and managers in our tax compliance group
and require a separate statement of work.
2. PROJECT MANAGEMENT
In general, our clients are served by a relationship owner who’s responsible for managing the
overall relationship and making sure we deliver quality service. The relationship owner is a partner-
or director–level professional who focuses solely or primarily on serving clients in a particular
service capacity or industry. Each engagement also has a quality control reviewer (an informed
person not directly involved with the work), who has specialized knowledge and experience with tax
credits and the elective pay process.
Gabriel Sermeno will be your relationship owner for the work in scope. This will involve directing and
reviewing the efforts of the team making sure engagement objectives are accomplished.
Supervision will occur as work is performed to identify and resolve issues or inefficiencies in real-
time. Gabriel will work directly along with Craig Lammlin and Evan Krueger to execute the Proposed
Services outlined in Section C.1.
If the City elects to review the Financial Modeling Tax Advisory services, those will be performed by
Matt Kaden, Bill Allen, and Jonathan Blitman.
In addition, Rob O’Neill will be involved throughout the process and is available for technical
questions and support.
3. SERVICE AP PROACH
PRIORITIZING THE WORK FOR YOUR ENGAGEMENT
Overall, client service is about building value through a strong client relationship. Our team of highly
skilled, credit & incentives professionals will focus on your unique needs with a focus on each
element of your operations. Our service team is organized so that members are given roles that
match their experience. We will then utilize our deep bench of professionals to ensure each member
of our service team has sufficient resources to efficiently deliver our proposed services to the City.
As we learn more about the City’s eligible projects during the Data Gathering Phase, we may also
assign staff- and senior-level professionals to the engagement to assist with the Project Analysis
Phase.
Each client is unique and has specific needs. This is accomplished through a combination of
factors:
• Multiple people are assigned to tasks and can support each other during the course of the
project.
• Since each professional has specific specialties and experience, we emphasize cross-training
and diversification of knowledge at all times.
• Each individual on the team will be assigned certain tasks and responsibilities and given proper
oversight to make sure work is managed and reviewed appropriately.
• Staff schedules are carefully monitored to avoid conflicts that may pull people away from a
project.
This approach has a proven track record of assisting clients successfully accomplish their project
goals. Our approach is how we proactively help our clients address their needs, whether it includes
strategic tax planning, transaction planning, or, in this case – assessment of elective pay
opportunities.
4 . COMMUNICATION
We’ll communicate with the City’s project manager and other parties through in-person meetings to
present the assessment results as well as a formal written report. Additional meetings may be
arranged and can be facilitated in person and/or by phone.
Communication with the City will occur in the form of entrance and exit meetings at the end of
engagement as well as periodic updates throughout the course of the assessment with questions
regarding any issues that are identified.
5. FIRM SOFTWARE AND ANALYSIS TOOLS
Moss Adams Client Portal
As a client-centric advisory firm, Moss Adams is focused
on elevating the digital servicing experience for our
clients. To do this, we use our client portal, a secure
web-based tool that easily transfers and temporarily
stores sensitive documents related to your engagement.
The portal can accommodate extremely large data files,
and because it’s a private portal, it’s also vastly more
secure than email or physical media. The portal stores
data files on Moss Adams servers located at our off-site
commercial data center. It’s designed to be user-friendly
and accommodate the way your team works, while simultaneously streamlining the file-sharing
process and accelerating the transfer of your files.
The portal creates a single entry-point for all things Moss Adams—whether providing engagement
documents, checking status, or getting relevant accounting, consulting, or wealth management
information. This is a self-managed, simplified way for our clients to engage and interact with Moss
Adams on a value-added, differentiated basis.
Firm Technology
In today’s fast-paced business environment, we use a wide range of technological tools to bring
efficiency and accuracy to every engagement. Here are some of the standard firm technology tools
we may use in your engagement:
• Kira is a patented machine learning software that identifies, extracts, and analyzes content in
contracts and documents with unparalleled accuracy and efficiency. This software can be used
to scan documents such as loan or lease agreements, to help us identify critical components for
the audit.
• XCM Solutions, Accelerated Workflow Automation (XCM) is our tax workflow management tool
that’s designed to facilitate a paperless work environment. XCM manages key steps along the
project cycle, including scheduling, budgeting, quality control reviews, deadline tracking, and
delivery.
• SurePrep is an automation software that facilitates the creation and organization of binders for
tax returns. This tool uses “1040SCAN Verify” technology to extract and verify information from
government and other standard forms and prepare it to be exported into the tax return software.
• CCH Axcess, our tax return preparation software is a modular, cloud-based tax solution
powered by a central, single-access database.
• MATRIX Web is an internally designed tax preparation software that provides business logic,
better reporting, and enhanced data capabilities to better serve our clients. This intuitive
software removes the limitations of platforms like Excel and Word and provides standardization
as we move to a cloud-based solution. We built automation and functionality into MATRIX Web,
which allows us to continuously evolve, enhance, and improve in a more responsive and agile
manner.
• Alteryx is a workflow automation tool that we use to streamline and automate traditional tax
compliance work. This drag-and-drop software solution allows tax teams to quickly access,
manipulate, analyze, and output data. As a self-service and advanced analytics tool, Alteryx
allows teams to build processes in a more efficient, repeatable way that reduces the risk of errors.
6. USE OF SUBCONTRACTORS
We have the staff and capabilities to perform the requested services and don’t intend to utilize any
subcontractors, association or affiliate member firm personnel to perform this engagement.
7. PROPOSED SCHEDULE
The following is a proposed first-year engagement schedule for the City. We’ll discuss any
adjustments you may need when we meet with you.
Service Description Proposed Timing
DATA GATHERING (SCOPE ITEM #1)
1. Meet with City departments with potential clean energy projects
a. Identify currently eligible projects underway
b. Identify eligible projects in strategic/capital plans
c. Identify the timing of projects
Three to four weeks
from an executed
agreement
Service Description Proposed Timing
PROJECT ANALYSIS – FEASIBILITY AND PRIORITIZATION (SCOPE ITEMS #2–5)
1. List the types of clean energy projects by City department which are
eligible for tax credits
a. Identify the specific tax credits for each project
b. Identify why the project is eligible for tax credits
c. Note any potential exceptions to eligibility or specific tasks to
complete in order to meet eligibility requirements
d. Train City staff on how to determine project eligibility
2. Estimate the value of potential tax credits for eligible projects
3. Establish a project timeline for receiving tax credits for each project
4. Assess the cost/benefit to the City of pursuing elective payment of
clean energy tax credits.
a. Assign an “ease of pursuit” rating to each potential use of tax
credits
b. Highlight any exceptions or specific requirement to ensure City
projects are eligible for elective pay tax credits
c. Determine the resource requirements for pursuing these tax
credits
d. Determine the length of time these tax credits remain available
e. Determine if the present cost of preparing and filing a 990-T
equal to, or greater than, the future benefit of the tax credits;
identify any exceptions or caveats
Four to six weeks
from Data
Gathering phase
CREDIT MONETIZATION AND COMPLIANCE (SCOPE ITEMS #6 & 7)
1. Design an ongoing IRA elective payment program for the City,
including:
a. Annual resource requirements
b. Annual incremental documentation requirements
c. Annual accounting requirements
d. Annual management requirements
2. Estimate the annual cost of managing the IRA elective payment
program for the City
Two to three weeks
from completion of
Project Analysis
phase
D. Firm Capability & Assigned Personnel
1. SERVICE TEAM ORGANIZATION CHART
2. SERVICE TEAM RESUMES
Working with the right team of professionals makes all the difference to your engagement. The team
members we’ve thoughtfully selected to meet your specific needs have years of relevant
experience. But more than that, you’ll find they bring an optimistic perspective focused on helping
you explore and embrace emerging opportunity. We’ll be performing all work internally and will not
be using subcontractors on any projects. Your Moss Adams team will personally engage with your
team and bring a new level of energy and enterprise to your engagement.
Rob O’Neill, CPA, Partner, National Credit & Incentives Services Practice Leader
Engagement
Leader/Reviewer
Professional Experience
Rob has practiced public accounting since 1998, and provides state and
local tax and credit, and incentive advisory and compliance services to
large multistate and multinational companies and their owners in a large
range of industries. He also advises clients on state income tax and
incentives related to corporate expansions, acquisitions, dispositions,
reorganizations, and entity simplification projects.
Throughout his career, Rob has managed several large multistate reverse
sales and use tax audits and income and franchise tax refund
engagements, recovering millions in overpaid taxes. He’s also managed
and delivered voluntary disclosure services and/or audit defense services
in most states. Rob has experience with advising clients on nexus-related
issues and product sales and use taxability for various types of
transactions in 50 states.
Rob O’Neill, CPA, Partner, National Credit & Incentives Services Practice Leader
He also has extensive experience in consulting on multistate tax incentives
including zone, wage, and investment-based tax incentives and grants.
Rob and his team have assisted with the monetization of over $10.0 billion
in transferable federal and state tax credits. He also leads Moss Adams
advisory services for clients eligible for incentives under the Inflation
Reduction Act.
Rob is a frequent speaker at regional tax conferences and regularly
contributes articles to regional and industry-specific trade journals.
Professional Affiliations
• Member, American Institute of Certified Public Accountants
• Member, Oregon Society of Certified Public Accountants
• Chair, Tax & Fiscal Policy Committee–Oregon Business & Industry
Education
• BA, business administration, Gonzaga University
Gabriel Sermeno, Director, Credits & Incentives
Relationship Owner
Professional Experience
Gabriel has worked in economic development consulting since 2011. He
consults with clients on statutory and discretionary credits and incentives
related to economic development activity such as job creation and
retention, capital investment, and employee training. Gabriel also advises
clients on multistate incentive opportunities related to site selection,
corporate expansion, and relocation.
Before joining Moss Adams, He spent seven years with a Big Four firm,
managing a credits and incentive consulting practice. Earlier in his career,
Gabriel served as an economic development deputy and policy director for
the City of Los Angeles under Mayor Antonio Villaraigosa’s Office of
Business and Economic Development.
Professional Affiliations
• Member, Institute for Professionals in Taxation
Education
• MPP, concentration in regional economic development, University of
California, Los Angeles
• BA, psychology, University of California, Los Angeles
Matt Kaden, JD, LLM, Managing Director, Energy & Infrastructure
Financial Modeling
Professional Experience
Matt is an industry leader in the structuring and taxation of energy
transactions, particularly in the energy transition and decarbonization
areas. He advises utilities, developers, investors, and other market
participants on all tax-related aspects of a transaction, from risk allocation,
to structuring, to modeling and quantifying cash tax impacts.
In his previous role at North America’s largest developer of renewable
energy, Matt was responsible for the structuring and tax-advantaged
financing of over $10 billion in renewable energy and decarbonization
projects via tax equity, private equity, and public equity and debt raises. He
was also responsible for all tax advice and modeling for the company’s
publicly traded yieldco, and all hedging and trading activities.
Prior to NextEra, Matt was a tax attorney at a major international law firm,
specializing in private equity and family office structuring and M&A. Matt is
also a co-author of Drafting Partnership and LLC Agreements: Tax
Boilerplate, Allocation, and Liquidation Provisions.
Professional Affiliations
• Member, Florida Bar
Education
• JD, University of Miami
• LLM, taxation, University of Miami
• BA, journalism and Eastern European Studies, University of
Massachusetts at Amherst
Craig Lammlin, JD, Director, Credits & Incentives
IRA Credit
Feasibility Project
Director
Professional Experience
Craig has practiced public accounting since 2001, specializing in state and
local tax. He provides advisory income/franchise tax services to clients in a
variety of industries including technology, manufacturing,
telecommunication, and media clients. Craig consults with clients on
statutory and discretionary credits and incentives related to economic
development activity such as job creation and retention, capital investment,
and employee training. He also advises clients on multistate incentive
opportunities related to site selection, corporate expansion, and relocation.
Prior to joining Moss Adams, Craig worked at a Big Four firm, where he
managed a credits and incentive consulting practice. He’s also a veteran of
the US Army, having served in Iraq and Afghanistan.
Craig Lammlin, JD, Director, Credits & Incentives
Professional Affiliations
• Member, Connecticut Bar Association
Education
• JD, Quinnipiac University School of Law
• BA, political science, Villanova University
Jon Blitman, CPA, Director, Energy & Infrastructure
Financial Modeling
Professional Experience
Jon provides federal income tax services to private equity and strategic
clients in various industries related to domestic and cross-border
transactions. He has experience in both buy-side and sell-side tax due
diligence, as well as in a wide range of tax structuring services regarding
an array of tax planning opportunities, each varying in size and complexity.
Prior to joining Moss Adams, Jon focused primarily on M&A and financings
of renewables projects. Before that, he was a manager at a Big Four firm in
New York.
Professional Affiliations
• Member, American Institute of Certified Public Accountants
• Member, Florida Institute of Certified Public Accountants
Education
• BA, accounting, University of Florida
• Masters, taxation, University of Florida
Bill Allen, JD, Director, Energy & Infrastructure
Financial Modeling
Professional Experience
Bill is a director in our State & Local Tax Practice, and has been providing
state and local tax advice to some of the world’s largest businesses for
over a decade. He has experience advising on state and local income,
franchise, net worth, gross receipts, premiums, sales/use, property tax,
employment tax, transfer tax, and unclaimed property matters. Bill advises
clients on the multistate tax implications of mergers, acquisitions, and
restructurings and helps clients with NOL utilization, nexus determinations,
unitary analysis, credits and incentives, and controversies.
Bill Allen, JD, Director, Energy & Infrastructure
Prior to joining Moss Adams, he was in-house state and local tax counsel
to one of the world’s largest energy producers. Bill was also previously in-
house counsel to one of the nation's leading real estate investment trusts,
and a manager in a Big Four state and local M&A tax practice.
Professional Affiliations
• Member, New York Bar Association
• Member, New Jersey Bar Association
Education
• BS, information sciences and technology, Penn State University
• JD, cum laude, Albany Law School
Evan Krueger, CPA, Manager, Credits & Incentives
IRA Credit
Feasibility Project
Manager
Professional Experience
Evan consults with clients on an array of state and local tax issues,
including income/franchise tax, sales tax, and other indirect taxes. He
serves clients across a variety of industries, including manufacturing, retail,
energy, and technology. Evan also consults with clients on statutory and
discretionary credits and incentives related to economic development
activity such as job creation and retention, capital investment, and
employee training.
Professional Affiliations
• Member, American Institute of Certified Public Accountants
Education
• MS, Taxation, University of Washington
• BA, Accounting, University of Washington
3. FIRM AND STAFF QUALIFICATIONS
Our proposed team composition reflects a combination of quality assurance, project management,
and technical acumen, which leverage the specialized expertise of our team members.
Government and Not-for-Profit Experience
You’ll receive more effective services from our specialized professionals who have a deep
understanding of the pressures you face, like the need for greater efficiency under tight budget
constraints. Our significant experience working with tax-exempt organizations means our
professionals are more likely to help you spot potential problems, create effective solutions, and
understand the industry-specific impacts of major developments such as the newly monetizable
credits under the Inflation Reduction Act (IRA).
Moss Adams has a group of specialized practices with more than 300 professionals who specialize
in serving tax-exempt entities including governments, higher education institutions, not-for-profits,
tribal and gaming entities, energy and utility entities, and federal contractors. This firmwide team
currently serves over 1,560 clients throughout the United States and provided more than 374,000
hours of service to those clients in 2022.
Tax-Exempt Support
Moss Adams has an experienced team of professionals with
expertise in tax issues related to not-for-profit organizations.
This expertise ranges from compliance issues, such as the
IRS Form 990, to complex issues and creative plans for
reorganizations and affiliate business relationships, strategic
planning for revenue enhancement opportunities, and
reduction of unrelated business taxable income.
Our professionals provide services to a wide spectrum of not-for-profit organizations including
colleges and universities, research entities, foundations, associations, and social service and other
tax-exempt organizations. Our breadth of experience has created a unique base of knowledge in
addressing federal, state, and international tax issues and enables us to consult with you on:
•
• Payroll and employment tax issues,
including fringe benefit, deferred
compensation, Form 5500, and others
• Independent contractor versus employee
determinations
• Fellowship/scholarship versus
compensation tax treatment for services
rendered
• Charitable giving arrangements with
individuals and their families
• Third-party management agreements
• Unrelated business income tax
•
1099
• Technology transfer and associated royalty
arrangements
• Private benefit of tax-exempt bond financed
facilities
• Tax issues associated with formation or
operation of subsidiaries of tax-exempt
entities
• Tax aspects of doing business in foreign
countries
• Sales and use tax exemptions; property tax
exemptions and valuations
Regardless of the tax issue you face, you’ll have access to experienced tax professionals who’ll be
able to help you address any issues as they arise. And our professionals will be available to your
organization at any time, not just during the audit engagement.
Our Credits & Incentives Team
Federal, state, and local governments constantly seek ways to stimulate economic development
and investment. One of the levers they manipulate most frequently is tax credits and other
incentives designed to foster innovative research and development, keep businesses in certain
jurisdictions, or give them a reason to move to those jurisdictions.
Businesses that leverage these incentives wisely can
save significant amounts, taking money that might
otherwise have gone to the IRS or a state or local
department of revenue and reinvesting it in their
business instead.
In many cases, even if you discover that you qualify
for certain credits and incentives after the fact, you
can go back over a period of years and amend tax
returns to take advantage of them retroactively.
We can help your business apply and qualify for the
credits and incentives to which it’s entitled. We
routinely discover opportunities to save our clients
money on their federal, state, and local taxes, and turn
what would have been tax expenditures into positive
cash flow to help grow their business.
Our firm has a group dedicated to helping businesses take advantage of these credits in order to
get the most out of tax-saving opportunities. Our dedicated team of over 75 professionals serves
more than 500 clients in a wide range of industries. We can help you not only qualify for an array of
incentives but also document your qualifications and defend them in the event they’re challenged by
a taxing authority.
Inflation Reduction Act (IRA) Experience
The Inflation Reduction Act (IRA) of 2022 is the largest ever commitment made by the United States
to fight climate change, in the form of an estimated $1.3 trillion in tax incentives aimed at reducing
carbon emissions and accelerating the country’s energy transition away from fossil fuels. The City
has a unique opportunity to benefit from the provisions of the IRA relative to its investment in its
clean energy projects. Our firm has a group of professionals dedicated to helping businesses take
advantage of these credits to get the most out of tax-saving opportunities. We can assist in all
aspects of the necessary work by qualifying projects, calculating benefits, and performing necessary
compliance activities.
Financial Modeling Tax Advisory
Your Moss Adams team has deep expertise consulting on all tax aspects regarding the
development, financing, ownership, and operation of energy projects, particularly those that may
qualify for federal tax credits and other incentives. Often, these projects also involve Department of
Energy loan guarantees, below-market loans, forgivable loans, government grants, and other non-
tax incentives.
We provide solutions in a
number of areas, including:
• Inflation Reduction Act
• Disaster Relief Tax Credit
• Employer Credit for Family
and Medical Leave
• Federal and State hiring
credits
• Fixed Asset Accounting
• Cost segregation
• New Markets Tax Credit
• R&D tax credit services
• Site selection services
• Transferable tax credits
The introduction of public-private partnerships often introduces an additional layer of complexity,
requiring a deep understanding of partnership tax and the many nuanced rules around the joint
ownership of energy properties, and the impact of same on tax credits.
While these issues must be analyzed from a tax perspective, they must also be properly
incorporated into financial models to provide a true picture of the after-tax economics of a given
ownership or financing structure. Sometimes, the modeling produces counter-intuitive results,
further underscoring the essential nature of the service and need for qualified advisors.
We have many years of experience incorporating these tax concepts into complex financial models,
including tax equity, public/private partnerships, lender models, and M&A models, both in
professional services and in previous tax and finance roles in the energy industry.
IRA CLEAN ENERGY OVERVIEW
The IRA extends existing incentives for clean energy at least at their highest rate. For example, it
created credit enhancers that allow a project owner to generate credit on qualifying capital
expenditures beginning with a base rate of 6% and potentially qualifying for a rate of up to 70%. The
act also expands the scope and value of existing incentives and adds new ones that reflect an
evolving clean energy landscape. Following are some notable changes from previous clean energy
incentive credits.
§ 30C Qualified alternative fuel vehicle refueling property (Charging Stations)
The IRA extended and amended Section 30C Alternative Fuel Vehicle Refueling Property Credit,
which provides an income tax credit for qualified alternative fuel vehicle refueling property. To be
considered a qualified alternative fuel vehicle refueling property, the property must be for either:
• Storage or dispensing of clean-burning fuel; or
• Recharging motor vehicles that are propelled by electricity.
The property must also be depreciable, and the original use must be of the taxpayer (i.e., City).
In addition to the above requirements, the qualified refueling property must be located in an eligible
census tract. An “eligible census tract” is defined as any population census tract that:
• Is located in a low-income community; or
• Is located outside an urban area (i.e., a census tract designated as an urban area by the
Secretary of Commerce).
For non-depreciable property, the credit is 30% of the cost, capped at $1,000 per item of qualified
property. For depreciable property, the credit is 6% of the cost of any qualified alternative fuel
vehicle refueling property placed in service during the taxable year, capped at $100,000 per item of
qualified property. The credit for depreciable property can be increased to 30% of the cost if a
qualified alternative fuel project meets prevailing wage and apprenticeship requirements.
§ 45W Commercial Clean Vehicle Tax Credit
The IRA provides an opportunity for fleet owners to begin the process of transitioning to an electric
vehicle fleet. The new Section 45W credits allows tax credits of up to $40,000 per qualifying vehicle
(for vehicles with a gross vehicle weight rating (GVWR) of 14,000 pounds or greater) and up to
$7,500 per qualifying vehicle (for vehicles with a GVWR of less than 14,000 pounds). To be a
qualified commercial clean vehicle, it must:
• be made by a qualified manufacturer (see: https://fueleconomy.gov/feg/tax2023.shtml);
• be acquired for use or lease by the buyer and not for resale;
• be either a “new clean vehicle” under § 30D or be considered “mobile machinery.
The vehicle must be either a “new qualified fuel cell motor vehicle” or have battery capacity
commensurate with vehicle weight. Vehicles weighing less than 14,000 pounds must have at least
7-kilowatt hours of battery capacity; those weighing 14,000 pounds or more must have at least 15-
kilowatt hours of battery capacity.
§ 48 Investment Tax Credits (ITC)
Based on the cost of the eligible property (e.g., solar panels, hydropower facilities, biomass
facilities, etc.), you may be eligible for:
•
• Start of construction date relevant
• Can be owned and operated by different
parties
•
ownership
• 5-year recapture period
Credit Enhancers
The IRA offers credit enhancers if a project meets certain requirements. These bonus credits are
available if projects meet prevailing wage and apprenticeship requirements, are located in energy
communities, or meet domestic content requirements. Some projects may qualify for additional
bonus credits if located in a low-income area. Bonus credits equal to 10% of the basis for the ITC
and are available for projects placed in service after December 31, 2022. These bonus credits are
stackable; the total amount of ITC for a qualified project may reach up to 70%.
The IRA offers several credit enhancers to projects that meet certain requirements. These
enhancers can provide additional tax credits to the project. We have outlined a few of the credit
enhancers here.
• Prevailing wage requirement. Wages at prevailing rates for laborers and mechanics
performing similar work at the project locally as determined by the Department of Labor. This
requirement applies during the construction and recapture periods.
• Apprenticeship requirement. The minimum percentage of total labor hours to construct the
facility is performed by "qualified apprentices" who participate in a registered apprenticeship
program that complies with certain federal requirements. This requirement applies during the
construction period.
• Domestic Content. To meet the domestic content requirement, taxpayers must ensure that
specified percentages of certain components are manufactured in the United States.
• Energy Community. An energy community includes the following:
o Brownfield sites
o Metropolitan or non-metropolitan area with direct employment or local tax revenue over an
established percentage related to the extraction, processing, transport, or storage of coal,
oil, or natural gas as well as an unemployment rate at or above the national average
o Census tract or any adjoining tract in which a coal mine closed after December 31, 1999, or
a coal fired electric power plant was retired after December 31, 2009
Our analysis will review the City’s eligible projects and identify their eligibility for any credit
enhancers.
Cost Segregation Studies
Generally speaking, a cost segregation study will analyze the cost components of a building into the
proper asset classifications and recovery periods for federal and state income tax purposes. For our
clients pursuing investment tax credits under the IRA, we perform a cost segregation analysis of the
capitalized cost incurred with respect to certain energy projects. We identify assets that qualify as
energy property under Internal Revenue Code (“IRC”) Section 48(a)(3) with respect to the Project.
Based on information provided by you, we will assist in calculating the basis of such energy
property.
ELECTIVE PAY—OVERVIEW AND EXPERIENCE
Previously, governmental entities and not-for-profit organizations couldn’t directly benefit from tax
credits generated from the ownership or operations of renewable energy facilities. Under the IRA,
the new Internal Revenue Code (IRC) Section 6417 established a mechanism for these types of
entities to treat certain energy tax credits as a payment against their federal income tax by making
what the IRS terms as an elective payment—often referred to as direct pay.
Direct pay effectively makes certain clean-energy tax credits refundable. An eligible entity that
qualifies for a clean-energy tax credit, like a local government, a public university, or tribe, can notify
the IRS that they intend to claim the credit and file an annual tax return to claim direct pay for the
credit’s full value. The IRS would then pay the value of the credit to that entity. New IRC §6417 has
transformed the tax credit landscape by offering the direct pay option to certain Applicable Entities
that can receive the full value of the credits through a cash refund from the IRS.
Applicable Entities
The elective payment provisions of IRC Section 6417 apply to certain entities, called applicable
entities. Applicable entities are generally defined as:
•
institutions of higher education
• US state, District of Columbia, US territory,
or political subdivision thereof
• Tennessee Valley Authority
•
• Alaska Native corporations
• Rural electrical cooperatives
Other taxpayers that earn credits under IRC Sections 45Q, 45V, and 45X may also make an
election to receive an elective payment pursuant to IRC Section 6417. Such taxpayers are referred
to as electing taxpayers and treated as applicable entities for such purposes.
Credits Available Under Direct Pay
Under IRC Section 6417, credits generated from the following types of projects qualify for direct
pay/elective payment. In the table below we highlight the credits that are applicable to the most
common types of energy projects.
Section Technology
30C Alternative Fuel Vehicle Refueling (i.e., EV Charging Stations)
45 Production Tax Credit
45Q Carbon Oxide Sequestration Credit
45U Zero Emissions Nuclear Power Production
45V Clean Hydrogen Production
45W Qualified Commercial Clean Vehicles
45X Advanced Manufacturing Production
45Z Clean Fuel Production
45Y Clean Electricity Production Credit (effective January 1, 2025)
48C Qualifying Advanced Energy Project
48 Investment Tax Credit
48E Clean Electricity Investment Credit (effective January 1, 2025)
For example, the City’s plans to install solar arrays would fall under the IRC Section 48 - Investment
Tax Credit. Its plans to purchase up to 200 new clean energy vehicles will likely fall under Section
45W while the plans to install the related EV chargers would generate credit under Section 30C –
Alternative Fuel Vehicle Refueling – if located in a qualified census tract. Our analysis would include
a comprehensive review of all applicable Sustainability Plans and capital budgets across
departments to identify other tax credit opportunities.
4. REFERENCES
Hear for yourself the unique experience our clients have in working with our firm. We’re confident
they’ll share stories of how we make their lives easier, help them identify and take advantage of
rising opportunities, and guide them to increased prosperity. None of the client projects listed below
involved the use of subcontractors – all work was performed solely by Moss Adams.
Client Price Contact Description of
Work
City of Portland $10,000 Somer Erickson, Deputy Controller
(503) 823-4240 |
somer.erickson@portlandoregon.gov
IRA Tax Credit and
Direct pay advisory
Client Price Contact Description of
Work
Alaska Industrial
Development and
Export Agency
$30,000 Randy Ruaro, Executive Director
(907) 321-3717 | rruaro@aidea.org
IRA Tax Credit and
Public Private
Partnership Advisory
Whitman College $10,000 Darlene R. Wilson, Asst. Vice President
for Finance and Controller
(509) 527-4936 | wilsond@whitman.edu
IRA Elective Pay
assistance
5. THE MOSS ADAMS DIFFERENCE
There are three main differences that set Moss Adams apart from
other firms. The first is our commitment to providing you with
noticeably superior service. We believe it’s not acceptable to assign
only junior-level employees to smaller client engagements.
Regardless of the scope of the engagement, or the size of a client’s
business, each and every client deserves direct attention and
involvement from us at the partner and senior manager levels. We
lead with our experience and expertise, and that comes from having
seasoned people who are knowledgeable about your industry, your
business, and the services you need to help strengthen that business.
Our own research with clients and prospects indicates that the client
service part of our relationship is as important as the professional service part of our relationship.
We’ll always provide the City with exceptional client and professional service.
The second difference is the quality of the service you’ll receive. Quality has always been the
foundation of our business. It’s core to our training, our values, and our attitude. Many of our
policies, processes, and procedures regarding quality have been in place for decades and have
served our clients well. We continuously review and improve on our strong foundation in order to
meet the expectations of clients, regulators, and lawmakers. At the end of each year, our clients
should be able to review the fees paid to Moss Adams and clearly conclude they received their
money’s worth.
The third difference is our commitment to regular, candid communication. Your service team will be
in touch with you throughout the year. We’ll develop and implement a communication plan to make
sure we stay current with your service needs and that you always have access to your accounting
professionals. You can expect reliable, frequent updates on such issues as new tax laws, industry
reports, and events of interest. We’ll return your phone calls promptly and resolve your concerns
quickly and to your satisfaction.
When selecting a firm to conduct your IRA tax advisory services, you’ll likely consider many factors:
fees, experience, technical expertise, and knowledge of your industry. But there are other elements
you’ll want to take into account. These include the service team’s quality and consistency of
communication with your team, their reputation for being available to clients throughout the year,
and the way they approach the relationship aspects of the engagement. In the end, the firm you
deem a best fit for the City will be the one that not only meets your criteria, but also provides the
greatest value for the investment of your time and resources. That firm is Moss Adams.
E. Sustainability/TBL Methodology
1. SOCIAL, ECONOMIC, AND ENVIRONMENTAL PRACTICES AND METRICS
As a firm, we’re committed to minimizing our
environmental impact—from how we source our office
supplies to the business choices we make every single
day. To do this, we’ve developed specific goals and
policies related to the percentage of recycled materials and
the total amount of supplies we use in our offices, the
amount of water we withdraw, and the direct and indirect
energy we consume.
As more of the businesses we serve grow into new
locations outside our physical territories, we’ll continue to
encourage the use of alternative transportation and
implement technological solutions that will help reduce our
carbon footprint while still allowing us to provide premier
service to our clients.
We measure our impact by reporting on our past
accomplishments and future goals. This helps us stay
accountable and identify areas of improvement related to
social, economic, and environmental practices. Read
about our progress in our Moss Adams Foundation Report.
We also know taking an anti-racist stance is essential to growing a sustainable firm that reflects the
communities we represent and the clients we serve. We strive to create a safe environment for all
our employees—one that fosters innovation by being inclusive of distinct perspectives and
experiences. For more information on our diversity, equity, and inclusion efforts and related
statistics, please see our full 2023 report, here.
2. SOCIAL, ECONOMIC, AND ENVIRONMENTAL EFFORTS IN PRACTICE
At Moss Adams, we have a practice dedicated to helping clients align their business practices with
environmental, social, and governance principles to help accelerate their mission and transform
their culture while strengthening brand value and bottom line. We help organizations by providing
the following:
Environmental
• Climate change considerations, oversight, and risk management
• Environmental policies and regulations
• Renewable energy
• Raw material sourcing
• Water and waste management
Social
• Community relations
• Diversity, equity, and inclusion
• Employee health and safety
• Human capital development
• Labor management
• Product quality and safety
Governance
• Anticorruption
• Business ethics
• Corporate resiliency
• Board and leadership diversity
• Executive compensation and incentives
• Ownership structure
• Privacy and data security
F. Cost & Work Hours
1. ESTIMATED HOURS BY TASK
Scope Items #1 and #2–6
Service Description – RFP Scope Task Item
Estimated Hours
Low High
1 - Meet with City departments with potential clean energy projects 18 24
2 - List projects by City Department eligible for tax credits
70 105
3 - Estimate the value of potential tax credits for eligible projects
4 - Establish timeline for receiving tax credits for each project
5 - Assess cost/benefit of pursuing elective payment of tax credits.
6 - Design ongoing IRA elective payment program
Total 88 129
Scope Item #7
Service Description – RFP Scope Task Item
Estimated Hours
Low High
7 - Estimated annual cost of managing IRA elective payment program 11 16
Total 11 16
2. COST BY TASK
For our clients, it’s about more than the dollars you pay at the end of the day; it’s about value.
Consider both the tangible and intangible benefits of working with us. You’ll get solid and timely
deliverables. But more than that, the experience you’ll have working with forward-thinking, industry-
specialized professionals who work side by side with you to explore new possibilities is where you’ll
see the value. Invest in your future prosperity and experience a different style of service with us.
We have provided estimated fee ranges that align with the scope as outlined in the RFP. The fees
for our services will be based on our standard rates as outlined in the Standard Billing Rates below.
Our charges may include any applicable sales and gross receipts tax, and direct and indirect
expenses based on out-of-pocket expenditures, per diem allotments, mileage reimbursements,
processing charges and technology expenses.
If additional charges are needed to complete our services, or if additional services are required, we
will agree upon any increase with you in writing before proceeding.
Scope Items #1 and #2–6
Service Description – RFP Scope Task Item
Estimated Fee Range
Low High
1 - Meet with City departments with potential clean energy projects $8,280 $11,040
2 - List projects by City Department eligible for tax credits
$32,000 $48,100
3 - Estimate the value of potential tax credits for eligible projects
4 - Establish timeline for receiving tax credits for each project
5 - Assess cost/benefit of pursuing elective payment of tax credits
6 - Design ongoing IRA elective payment program
Total $40,280 $59,140*
*Not to exceed amount
Scope Item #7
Elective payment registrations typically need to be filed individually, by project. Therefore, our fees
to manage the IRA elective payment for the program are provided on a per-project/credit basis.
Please note that to the extent that we can bundle some projects together (e.g., electrical charging
stations in close proximity), we will do so.
Service Description – RFP Scope Task Item
Estimated Fee Range
per Credit
Low High
7 - Estimated annual cost of managing IRA elective payment program $5,000 $7,500
Total $5,000 $7,500*
*Not to exceed amount
Additional Services
Estimated Fee Range
Low High
Comparative analysis between elective payment and other tax credit
monetization structures, including JVs with taxable entities and tax
credit transfers
$20,000 $30,000
Tax Credit Examinations Support Billed at time incurred at
our standard billing rates
Filing of IRS Form 990 or 990-T* $5,000 $6,000
Total $25,000 $36,000
*Subject to a separate statement of work
The scope of work and related fee quotes are subject to our firm’s client acceptance process, which:
1) verifies that the firm and the client both understand the specific services we’re being asked to
perform; 2) ensures the terms of the contract are acceptable to both parties and in agreement with
any applicable professional standards; and 3) confirms we’ve staffed the engagement with
individuals qualified with the necessary expertise to fulfill our commitments to the prospective client.
And finally, although we’ve performed an initial review of our independence from the City, we’ll
perform a more detailed inquiry of our partners and staff to make sure we’ve met applicable
independence standards.
Our proposed fees are also based on a presumption that your books and records will be in good
condition and your accounting and finance staff will provide reasonable and customary assistance.
Moreover, based on this assumption, we see no issue in meeting the timelines for delivery set forth
in the RFP.
3. STANDARD BILLING RATES
Staff Level Hourly Rate
Partner/Managing Director $800
Director $700
Senior Manager $665
Manager $475
Senior $350
Staff $265
4. DIRECT COSTS
The rate(s) identified herein include all costs, including but not limited to access to web-based
reporting tool, travel expenses, mass mailings, fees, commissions, compensation, indirect costs,
equipment, supplies, and other charges.
G. Sample Agreement Exceptions
This Proposal is contingent upon completion of the Moss Adams new client acceptance process
and execution of a mutually agreeable contract. With regard to the Sample Agreement included in
the RFP, please find attached at the end of this proposal our suggested contractual modifications,
pursuant to the RFP requirements.
We have successfully signed services agreements with thousands of clients, and we commit to
working in good faith to successfully negotiate a mutually agreeable contract on a timely basis
should we be awarded this work.
H. Acknowledgement Form
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RFP 9989 Elective Payment Tax Credit Assessment Page 1 of 17
I. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN )
SERVICES AGREEMENT
This SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year
set forth in Section 4 below by and between the CITY OF FORT COLLINS, COLORADO, a
Colorado Municipal Corporation, (CITY) and , a(n) [enter state] [business type], (SERVICE
PROVIDER).
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The SERVICE PROVIDER agrees to provide Services in accordance
with the Scope of Services (Services) attached hereto as Exhibit A, consisting of [# of Pages]
and incorporated herein. Irrespective of references to named third parties in this
AGREEMENT and its Exhibits, the SERVICE PROVIDER shall be solely responsible for
performance of all Services hereunder.
2. Project Schedule. The Services to be performed pursuant to this AGREEMENT shall be
performed in accordance with the Project Schedule attached hereto as Exhibit [choose one],
consisting of [# of Pages], and incorporated herein.
3. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes
to the AGREEMENT. Such changes shall be agreed upon in writing by the parties.
4. Agreement Period. This AGREEMENT shall commence , 20 (the Effective
Date) and shall continue in full force and effect until , 20 , unless sooner
terminated as herein provided. In addition, at the option of the CITY, the AGREEMENT may
be extended for additional one-year periods not to exceed [choose one] additional one-year
period(s). Renewals and pricing changes shall be negotiated by and agreed to by both
parties only at the time of renewal. Written notice of renewal shall be provided to the
SERVICE PROVIDER no later than thirty (30) days prior to AGREEMENT end.
5. Termination by the Parties. Notwithstanding the time periods contained herein, the either party
may terminate this AGREEMENT at any time without cause or penalty by providing at least
ten (10) calendar days written notice of termination to the other party.
6. In the event of early termination by the City, the SERVICE PROVIDER shall be paid for
Services rendered to the date of termination, subject only to the satisfactory performance of
the SERVICE PROVIDER's obligations under this AGREEMENT. SERVICE PROVIDER
shall submit a final invoice within ten (10) calendar days of the effective date of termination.
Payment shall be the SERVICE PROVIDER's sole right and remedy for such termination.
7. Notices. All notices provided under this AGREEMENT shall be effective immediately when
Deleted: duties
Deleted: Early
Commented [JC1]: Pro
viding for mutual
termination rights.
Deleted: City
Deleted: CITY
Deleted: SERVICE
PROVIDER.¶
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emailed or three (3) business days from the date of the notice when mailed to the following
addresses:
SERVICE PROVIDER: CITY: Copy to:
Attn:
Email Address
City of Fort Collins
Attn:
PO Box 580
Fort Collins, CO 80522
Email Address
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
purchasing@fcgov.com
All notices under this AGREEMENT shall be written.
8. Compensation. In consideration of the Services to be performed pursuant to this
AGREEMENT, the CITY agrees to pay the SERVICE PROVIDER [on a time and
reimbursable direct cost basis] or [a fixed fee in the amount of ???? ($????) plus
reimbursable direct costs. All such fees and costs shall not exceed ???? ($????)] in
accordance with Exhibit [choose one], consisting of [# of Pages], attached and incorporated
herein. Monthly partial payments based upon the SERVICE PROVIDER's billings and
itemized statements are permissible. The amounts of all such partial payments shall be
based upon the SERVICE PROVIDER's CITY-verified progress in completing the Services
to be performed pursuant hereto and upon the CITY's approval of the SERVICE
PROVIDER's actual reimbursable expenses. Final payment shall be made following
acceptance by the CITY of the Services.
Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager.
The cost of the Services completed shall be paid to the SERVICE PROVIDER following the
submittal of a correct itemized invoice by the SERVICE PROVIDER. The CITY is exempt
from sales and use tax. The CITY’s Certificate of Exemption license number is
09804502. A copy of the license is available upon written request.
The CITY pays undisputed invoices on Net 30 days from the date of the invoice submittal to
the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s
approval.
9. Service Standards. The SERVICE PROVIDER represents and shall be responsible for the
professional standards under the AICPA , timely completion and the coordination of all
Services rendered by the SERVICE PROVIDER. The SERVICE PROVIDER shall, without
additional compensation, promptly remedy and correct any errors, omissions, or other
deficiencies from such standards.
10. Indemnification. The SERVICE PROVIDER shall indemnify, defend, and hold harmless the
CITY and its officers and employees, to the maximum extent permitted under Colorado law,
against and from any and all third party actions, suits, claims, demands, or liability of any
character whatsoever claimed by the SERVICE PROVIDER or third parties against the
CITY arising out of bodily injury, including death, or damage to real or tangible property to the
extent caused by the negligent acts or omissions of SERVICE PROVIDER in the performance
of its Services under this AGREEMENT. In order to seek or receive indemnification
hereunder, CITY shall provide SERVICE PROVIDER with prompt written notice of such
Deleted: Design
Deleted: and
Deleted: warrants
Deleted: quality,
technical accuracy,
accessibility
requirements
Deleted: DA
Deleted: and Public
Accommodations
and Technology
Accessibility
sections below,
Deleted: , and the
Project Instruments
as defined in
Section 12 below.…
Commented [JC3]: Foc
using and clarifying any
indemnification
provisions and
procedures.
Deleted: or related
to this
AGREEMENT
(including but not
limited to contract,
tort, intellectual
property,
accessibility, or
otherwise). This
obligation extends
to reimbursement of
the CITY's defense
costs and
reasonable
attorney’s fees.
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claim and cooperate with SERVICE PROVIDER in handling the claim. SERVICE
PROVICER shall be entitled to control the handling of such claim and to defend or settle
any such claim, in its sole discretion, with counsel of its own choosing.
11. Insurance. The SERVICE PROVIDER shall maintain insurance in accordance with Exhibit
[choose one], consisting of [# of Pages], attached and incorporated herein.
12. Appropriation. To the extent this AGREEMENT or any provision in it. requires payment of
any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple
fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation
by Fort Collins City Council as required in Article V, Section 8(b) of the City Charter, City
Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The CITY shall
have no obligation to continue this AGREEMENT in any fiscal year for which there are no
pledged cash reserves or supporting appropriations pledged irrevocably for purposes of
payment obligations herein. Non-appropriation by the CITY shall not be construed as a
breach of this AGREEMENT.
13. Omitted.
14. City Project Manager. The CITY will designate, before commencement of the Services, the
CITY Project Manager who will make, within the scope of their authority, all necessary and
proper decisions with reference to the Services provided under this AGREEMENT. All
requests for contract interpretations, change order, and other clarification or instruction shall
be directed to the CITY Project Manager. The initial CITY Project Manager for this
AGREEMENT is [Enter Name] and can be reached at [Enter Email] or [Enter Phone]. The
CITY Project Manager is subject to change by the CITY.
15. Project Status Report. Project status reports may be required by Exhibit A – Scope of
Services and shall be submitted to the CITY Project Manager. Failure to provide any
required status report may result in the suspension of the processing of any invoice.
16. Independent Contractor. The Services to be performed by the SERVICE PROVIDER are
those of an independent contractor and not of an employee of the CITY. The CITY shall not
be responsible for withholding or remitting any portion of SERVICE PROVIDER's
compensation hereunder or any other amounts on behalf of SERVICE PROVIDER for the
payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or
benefits or for any other purpose.
17. Personal Services. It is understood that the CITY enters into the AGREEMENT based on
the special abilities of the SERVICE PROVIDER and that this AGREEMENT shall be
considered as an AGREEMENT for personal services. Accordingly, the SERVICE
PROVIDER shall neither assign any responsibilities nor delegate any duties arising under
the AGREEMENT without the prior written consent of the CITY.
18. Subcontractors/Subconsultants. SERVICE PROVIDER may not subcontract any of the
Services without the prior written consent of the CITY, which shall not be unreasonably
withheld. If any of the Services are subcontracted hereunder, with the consent of the CITY,
then the following provisions shall apply: (a) the subcontractor/subconsultant must be a
reputable, qualified firm with an established record of successful performance in its
Commented [JC4]: Re
moving terms that are
not applicable to the
services.
Deleted: Project
Instruments and
License.…Upon
Upon execution of
this AGREEMENT,
the SERVICE
PROVIDER grants
to the CITY an
irrevocable,
unlimited and
royalty free license
to use any and all
sketches,
drawings, as-
builts,
specifications,
designs,
blueprints, data
files, calculations,
studies, analysis,
renderings,
models, plans,
reports, and other
deliverables
(Project
Instruments), in
any form
whatsoever and in
any medium
expressed, for
purposes of
constructing,
using, maintaining,
altering and adding
to the project,
provided that the
CITY substantially
performs its
obligations under
the AGREEMENT.
The license ... [1]
Deleted: Upon
this AGREEMENT,
the SERVICE
PROVIDER grants
to the CITY an
irrevocable,
unlimited and
royalty free license
to use any and all
sketches,
drawings, as-
builts,
specifications,
designs,
blueprints, data
files, calculations,
studies, analysis,
renderings,
models, plans,
reports, and other
deliverables ... [2]
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RFP 9989 Elective Payment Tax Credit Assessment Page 4 of 17
respective trade performing identical or substantially similar Services, (b) the
subcontractor/subconsultant will be required to comply with all applicable terms of this
AGREEMENT or have substantially similar contractual obligations, (c) the subcontract will
not create any contractual relationship between any such subcontractor/subconsultant and
the CITY, nor will it obligate the CITY to pay or see to the payment of any
subcontractor/subconsultant, and (d) the Services of the subcontractor/subconsultant will
be subject to inspection by the CITY to the same extent as the Services of the SERVICE
PROVIDER.
The SERVICE PROVIDER shall require all subcontractor/subconsultants performing
Services hereunder to maintain insurance coverage naming the CITY as an additional
insured under this AGREEMENT in accordance with Exhibit [choose one]. The SERVICE
PROVIDER shall maintain a copy of each subcontractor’s/subconsultant’s certificate
evidencing the required insurance. Upon request, the SERVICE PROVIDER shall provide
the CITY with a copy of the certificate(s) within two (2) business days.
The SERVICE PROVIDER shall be responsible for any liability directly or indirectly arising
out of the Services performed under this AGREEMENT by a subcontractor/subconsultant,
which liability is not covered by the subcontractor/subconsultant's insurance.
19. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder
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shall not in any way relieve the SERVICE PROVIDER of responsibility for the quality or
technical accuracy of the Services. The CITY’S approval or acceptance of, or payment for
any of the Services shall not be construed to operate as a waiver of any rights or benefits
provided to the CITY under this AGREEMENT.
20. Representations.
a. SERVICE PROVIDER represents that all Services performed hereunder shall be
performed with the degree of competence and care in accordance with accepted
standards for Services of a similar nature.
21. Default. Each and every term and condition hereof shall be deemed to be a material element
of this AGREEMENT. In the event either party should fail or refuse to perform according to
the terms of this AGREEMENT, that party may be declared in default upon notice.
22. Remedies. In the event a party has been declared in default, such defaulting party shall be
allowed a period of ten (10) calendar days from the date of notice within which to cure said
default. In the event the default remains uncorrected, the party declaring default may elect
to (a) terminate the AGREEMENT and seek damages; (b) treat the AGREEMENT as
continuing and require specific performance; or (c) avail themselves of any other remedy at
law or equity. In the event of a dispute between the parties regarding this AGREEMENT,
each party shall bear its own attorney fees and costs.
23. Entire Agreement; Binding Effect; Authority to Execute. This AGREEMENT, along with all
Exhibits and other documents incorporated herein, shall constitute the entire AGREEMENT
of the parties regarding this transaction and the matter recited herein. This AGREEMENT
supersedes any prior agreements, promises, or understandings as to the matter recited
herein. The AGREEMENT shall be binding upon said parties, their officers, employees,
agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal
representatives, successors and assigns of said parties. Covenants or representations
regarding the matter recited herein, not contained in this AGREEMENT shall not be binding
on the parties. In the event of a conflict between terms of the AGREEMENT and any exhibit
or attachment, the terms of the AGREEMENT shall prevail. Each person executing this
AGREEMENT affirms that they have the necessary authority to sign on behalf of their
respective party and to bind such party to the terms of this AGREEMENT.
24. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and
Municipal Code shall govern the construction, interpretation, execution, and enforcement of
this AGREEMENT—without regard to choice of law or conflict of law principles. The Parties
further agree that Larimer County District Court is the proper venue for all disputes. If the
City subsequently agrees in writing that the matter may be heard in federal court, venue will
be in U.S. District Court for the District of Colorado. In the event any provision of this
AGREEMENT shall be held invalid or unenforceable by any court of competent jurisdiction,
that holding shall not invalidate or render unenforceable any other provision of this
AGREEMENT.
25. Omitted.
26. Prohibition Against Unlawful Discrimination. The SERVICE PROVIDER acknowledges that
the CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78
Deleted: Warranty
Commented [JC5]: Pro
viding for
representations in lieu of
warranties.
Deleted: warrants
Deleted: highest
Deleted: , except as
provided for in the
Indemnification and
Technology
Accessibility
sections¶
Commented [JC6]: Plea
se note that our services
are tailored to each
specific engagement.
Deleted: Use by
Other Agencies.
The CITY reserves
the right to allow
other state and local
governmental
agencies, political
subdivisions, and/or
school districts
(collectively
Agency) to use the
CITY’s award
determination to the
SERVICE
PROVIDER. Use by
any other Agency
shall not have a
negative impact on
the CITY in the
current term or in
any future terms.
Nothing herein shall
be deemed to
authorize or
empower the
Agency to act as an
agent for the CITY
in connection with
the exercise of any
rights hereunder,
and neither party
shall have any right
or authority to
assume or create
any obligation or
responsibility on
behalf of the other.
The other Agency
shall be solely
responsible for any
debts, liabilities,
damages, claims or
expenses incurred
in connection with
any agreement
established ... [3]
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Stat. 252, 42 US.C. §§ 2000d to 2000d-4); §§ 24-34-401, et seq., C.R.S.; and any
associated State or Federal laws and regulations strictly prohibits unlawful discrimination
based on an individual’s gender (regardless of gender identity or gender expression), race,
color, religion, creed, national origin, ancestry, age 40 years or older, marital status,
disability, sexual orientation, genetic information, or other characteristics protected by law.
Pursuant to CITY policy “sexual orientation” means a person’s actual or perceived
orientation toward heterosexuality, homosexuality, and bisexuality. The CITY also strictly
prohibits unlawful harassment in the workplace, including sexual harassment. Further, the
CITY strictly prohibits unlawful retaliation against a person who engages in protected
activity. Protected activity includes an employee complaining that he or she has been
discriminated against in violation of the above policy or participating in an employment
discrimination proceeding.
The SERVICE PROVIDER shall comply with the CITY’s policy for equal employment
opportunity and to prohibit unlawful discrimination, harassment and retaliation. This
requirement applies to all third-party vendors and their subcontractors at every tier.
27. ADA and Public Accommodations. In performing the Services required hereunder, the
SERVICE PROVIDER agrees to meet all requirements of the Americans with Disabilities
Act of 1990, §§24-85-101, et seq., C.R.S., and all applicable rules and regulations (ADA),
and all applicable Colorado public accommodation laws, which are imposed directly on the
SERVICE PROVIDER or which would be imposed on the CITY as a public entity.
1. Omitted.
Formatted: List
Paragraph, Justified,
Indent: Left: 0.26", Right:
0.33", Space Before:
11.4 pt, Numbered +
Level: 1 + Numbering
Style: 1, 2, 3, … + Start
at: 1 + Alignment: Left +
Aligned at: 0.26" +
Indent at: 0.64", Tab
stops: 0.64", Left +
0.64", Left
Commented [JC7]: Re
moving terms that are
not applicable to the
services.
Deleted: Technolog
y Accessibility. The
SERVICE
PROVIDER
represents that the
Project Instruments
hereunder, shall
fully comply with all
applicable
provisions of §§24-
85-101, et seq.,
C.R.S., and the
Accessibility
Standards for
Individuals with a
Disability, as
established by the
State of Colorado
Governor’s Office of
Information
Technology (OIT)
pursuant to §24- 85-
103 (2.5), C.R.S.,
including all updates
and amendments to
those standards as
provided by the OIT.
The SERVICE
PROVIDER shall
also comply with all
State of Colorado
technology
standards related to
technology
accessibility and
with Level AA of the
most current version
of the Web Content
Accessibility
Guidelines (WCAG),
incorporated in the¶
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28. Data Privacy. SERVICE PROVIDER will comply with all applicable data privacy regulations
and laws, specifically including Colorado’s Privacy Act, C.R.S Section 6-1-1301 et seq. (the
Privacy Act). SERVICE PROVIDER shall require that each person processing any personal
data connected to the Services is subject to a duty of confidentiality with respect to the data.
If applicable, SERVICE PROVIDER shall require that any subcontractors meet the
obligations of SERVICE PROVIDER with respect to any personal data connected to this
AGREEMENT. The Parties agree that upon termination of the Services that SERVICE
PROVIDER shall, at the CITY’s choice, delete or return all personal data to the CITY unless
retention of the personal data is required by law, professional standard or document
retention requirement. SERVICE PROVIDER shall make available to the CITY information
necessary to demonstrate compliance with the obligations of the Privacy Act.
29. Governmental Immunity Act. No term or condition of this AGREEMENT shall be construed
or interpreted as a waiver, express or implied, of any of the notices, requirements,
immunities, rights, benefits, protections, limitations of liability, and other provisions of the
Colorado Governmental Immunity Act, C.R.S. Sections 24-10-101 et seq., and under any
other applicable law.
30. Colorado Open Records Act. The SERVICE PROVIDER acknowledges the CITY is a
governmental entity subject to the Colorado Open Records Act, C.R.S. Sections 24-72-201
et seq. (CORA), and documents in the CITY’s possession may be considered public records
subject to disclosure under the CORA.
31. Delay. Time is of the essence. Subject to Force Majeure , if the SERVICE PROVIDER is
temporarily delayed in whole or in part from performing its obligations, then the SERVICE
PROVIDER shall provide written notice to the CITY within two (2) business days defining
the nature of the delay. Provision of written notice under this Section shall not operate as a
waiver of any rights or benefits provided to the CITY under this AGREEMENT.
Deleted: State of
Colorado technology
standards.¶
To confirm that the
Project Instruments
meet these
standards, the
SERVICE
PROVIDER may be
required to
demonstrate
compliance. The
SERVICE
PROVIDER shall
indemnify, save,
and hold harmless
the CITY against
any and all costs,
expenses, claims,
damages, liability,
court awards and
other amounts
(including attorneys’
fees and related
costs) incurred by
the CITY in relation
to the SERVICE
PROVIDER’s failure
to comply with
§§24- 85-101, et
seq., C.R.S., or the
Accessibility
Standards for
Individuals with a
Disability as
established by OIT
pursuant to §24-85-
103 (2.5), C.R.S.¶
The CITY may
require the
SERVICE
PROVIDER’s
compliance to the
State’s Accessibility
Standards to be
determined by a
third party selected ... [4]
Deleted: ensure
Deleted: all
Deleted: SERVICE
PROVIDER shall
shall allow for, and
contribute to,
reasonable audits
and inspections by
the CITY or the
CITY’s designated
auditor.¶
Deleted: shall
contribute to,
reasonable audits
and inspections by
the CITY or the
CITY’s designated
auditor.¶
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32. Force Majeure. No Party hereto shall be considered in default in the performance of an
obligation hereunder to the extent that performance of such obligation is delayed, hindered,
or prevented by force majeure. Force majeure shall be any cause beyond the control of the
party that could not reasonably have been foreseen and guarded against. Force majeure
includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference
by civil or military authorities, compliance with regulations or orders of military authorities,
and acts of war (declared or undeclared), provided such cause could not have been
reasonably foreseen and guarded against by the affected party. Force majeure shall not
include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or
compliance with regulations or orders of civil authorities. To the extent that the performance
is actually prevented, the SERVICE PROVIDER must provide notice to the CITY of such
condition within ten (10) calendar days from the onset of such condition.
33. Special Provisions. Special provisions or conditions relating to the Services to be performed
pursuant to this AGREEMENT are set forth in Exhibit [choose one] - Confidentiality,
consisting of four (4) pages , incorporated herein.
34. Limitation of Liability. THE TOTAL LIABILITY OF EACH PARTY, AND ITS OFFICERS,
DIRECTORS, PARTNERS, PRINCIPALS, MEMBERS, EMPLOYEES,
SUBCONTRACTORS, AND AGENTS (COLLECTIVELY, "PERSONS”), TO THE OTHER
PARTY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING OUT OF THIS
AGREEMENT FROM ANY CAUSE, INCLUDING BUT NOT LIMITED TO NEGLIGENCE,
ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF
WARRANTY SHALL NOT, IN THE AGGREGATE, EXCEED THE FEES PAID OR
PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE
TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT CAUSED THE
LOSS. THIS LIMITATION WILL NOT APPLY TO THE EXTENT LOSSES ARE CAUSED
BY A PARTY'S FRAUD OR WILLFUL MISCONDUCT. IN NO EVENT WILL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR OTHERWISE ARISING OUT
OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR
PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
35. No Third Party Beneficiaries. CITY and SERVICE PROVIDER are the only parties to this
contract and are the only parties entitled to enforce its terms. Nothing in this contract
gives, is intended to give, or shall be construed to give or provide any benefit or right,
whether directly, indirectly or otherwise, to third persons.
36. Order of Precedence. In the event of a conflict or inconsistency within this AGREEMENT,
the conflict or inconsistency shall be resolved by giving preference to the documents in the
following order of priority:
a. The body of this AGREEMENT (and any written amendment),
b. Exhibits to this AGREEMENT, and
c. The Purchase Order document.
Commented [JC9]: Add
ressing mutual limitation
of liability.
Commented [JC10]: Ad
dressing no third party
beneficiaries.
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RFP 9989 Elective Payment Tax Credit Assessment Page 9 of 17
37. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver
of any provision above. Any terms included in any Exhibit or other attachment that requires
the CITY to indemnify or hold SERVICE PROVIDER harmless; requires the CITY to agree
to binding arbitration; limits SERVICE PROVIDER’s liability; or that conflicts with statute,
City Charter or City Code in any way, shall be void.
[Signature Page Follows]
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul, Purchasing Director
Date:
ATTEST:
APPROVED AS TO FORM:
SERVICE PROVIDER
By:
Printed:
Title:
Date:
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RFP 9989 Elective Payment Tax Credit Assessment Page 11 of 17
EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT [CHOOSE ONE]
BID SCHEDULE/ COMPENSATION
The following pricing shall remain fixed for the initial term of this AGREEMENT. Any applicable
price adjustments may only be negotiated and agreed to in writing at the time of renewal.
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EXHIBIT [CHOOSE ONE]
INSURANCE REQUIREMENTS
The SERVICE PROVIDER will provide, from insurance companies acceptable to the CITY, the
insurance coverage designated hereinafter and pay all costs. Before commencing Services under
this bid, the SERVICE PROVIDER shall furnish the CITY with certificates of insurance showing
the type, amount, class of operations covered, effective dates and date of expiration of policies.
Insurance amounts required herein do not represent a limitation of liability.
In case of the breach of any provision of the Insurance Requirements, the CITY, at its option, may
take out and maintain, at the expense of the SERVICE PROVIDER, such insurance as the CITY
may deem proper and may deduct the cost of such insurance from any monies which may be due
or become due the SERVICE PROVIDER under this AGREEMENT.
Insurance certificates should show the certificate holder as follows:
City of Fort Collins
Purchasing Division
PO Box 580
Fort Collins, CO 80522
The CITY, its officers, agents and employees shall be named as additional insureds,
blanket endorsement acceptable, on the SERVICE PROVIDER 's general liability and
automobile liability insurance policies by marking the appropriate box or adding a
statement to this effect on the certificate, for any claims arising out of Services
performed under this AGREEMENT.
Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The SERVICE PROVIDER shall maintain
during the life of this AGREEMENT for all of the SERVICE PROVIDER's employees
engaged in Services performed under this AGREEMENT. Workers' Compensation &
Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee, or as required by
Colorado law.
B. General Liability. The SERVICE PROVIDER shall maintain during the life of this
AGREEMENT such General Liability as will provide coverage for damage claims of
personal injury, including accidental death, as well as for claims for property damage,
which may arise directly or indirectly from the performance of Services under this
AGREEMENT. Coverage for property damage shall be on a "broad form" basis. The
amount of insurance for General Liability, shall not be less than $1,000,000 combined
single limits for bodily injury and property damage.
C. Automobile Liability. The SERVICE PROVIDER shall maintain during the life of this
AGREEMENT such Automobile Liability insurance as will provide coverage for damage
claims of personal injury, including accidental death, as well as for claims for property
damage, which may arise directly or indirectly from the performance of Services under this
AGREEMENT. Coverage for property damage shall be on a "broad form" basis. The
amount of insurance for Automobile Liability shall not be less than $1,000,000 combined
single limits for bodily injury and property damage.
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EXHIBIT [CHOOSE ONE]
CONFIDENTIALITY
IN CONNECTION WITH THE SERVICES to be provided by SERVICE PROVIDER under
this AGREEMENT, the parties agree to the following terms regarding the treatment of
confidential information:
1. Definitions.
For purposes of this AGREEMENT, the party who owns the referenced information and is
disclosing same shall be referenced as the “Disclosing Party.” The party receiving the
Disclosing Party’s information shall be referenced as the “Receiving Party.”
2. Confidential Information.
Confidential Information controlled by this AGREEMENT refers to information that is not public
and/or is proprietary, including but not limited to location information, network security system,
business plans, formulae, processes, intellectual property, trade secrets, designs,
photographs, plans, drawings, schematics, methods, specifications, samples, reports,
mechanical and electronic design drawings, customer lists, financial information, studies,
findings, inventions, ideas, CITY customer identifiable information (including account,
address, billing, consumption, contact, and other customer data), utility metering data, service
billing records, customer equipment information.
To the extent practical, Confidential Information shall be marked “Confidential” or
“Proprietary.” Nevertheless, SERVICE PROVIDER shall treat as Confidential Information all
customer identifiable information in any form, whether or not bearing a mark of confidentiality
or otherwise requested by the CITY, including but not limited to the non-exclusive list of
Confidential Information above. In the case of disclosure in non-documentary form of non-
customer identifiable information, made orally or by visual inspection, the Disclosing Party
shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing
the fact and general nature of each disclosure within a reasonable time after it is made in
order that it is treated as Confidential Information. Any information disclosed to the other party
before the execution of this AGREEMENT and related to the services for which SERVICE
PROVIDER has been engaged shall be considered in the same manner and be subject to the
same treatment as the information disclosed after the execution of this AGREEMENT with
regard to protecting it as Confidential Information.
3. Use of Confidential Information.
Receiving Party hereby agrees that it shall use the Confidential Information solely for the
purpose of performing its obligations under this AGREEMENT and not in any way detrimental
to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party
uses with respect to its own proprietary or confidential information, which in any event shall
result in a reasonable standard of care to prevent unauthorized use or disclosure of the
Confidential Information. Except as otherwise provided herein, Receiving Party shall keep
confidential and not disclose the Confidential Information. The CITY and SERVICE
PROVIDER shall cause each of their directors, officers, employees, agents, representatives,
and subcontractors to become familiar with, and abide by, the terms of this Exhibit or have
substantially similar confidentiality obligations, which shall survive this AGREEMENT as an
on-going obligation of the Parties.
Deleted: comply with
reasonable policies
and procedures with
regard to the
exchange and
handling of…
Deleted: and other
sensitive materials
between the parties,
as set forth below.¶
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SERVICE PROVIDER shall not use such information to obtain any economic or other benefit
for itself, or any third party, other than in the performance of obligations under this
AGREEMENT.
4. Exclusions from Definition.
The term “Confidential Information” as used herein does not include any data or information
which is already known to the Receiving Party or which before being divulged by the
Disclosing Party: (a) was generally known to the public through no wrongful act of the
Receiving Party; (b) has been rightfully received by the Receiving Party from a third party
without restriction on disclosure and without, to the knowledge of the Receiving Party, a
breach of an obligation of confidentiality; (c) has been approved for release by a written
authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement
of a governmental agency or by operation of law, subject to Paragraph 5 below.
5. Required Disclosure.
Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (by
interrogatories, requests for information or documents, subpoena, civil investigative demand
or similar process, or by federal, state, or local law, including without limitation, the Colorado
Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving
Party will provide the Disclosing Party with immediate notice of such request, if not legally
prohibited, so the Disclosing Party may seek an appropriate protective order before
disclosure or waive the Receiving Party’s compliance with this Exhibit.
Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information
to any person, directly or indirectly, nor use it in any way, except as required by law or
authorized in writing by Disclosing Party.
6. Omitted.
7. Data Protection and Data Security.
SERVICE PROVIDER shall have in place information security safeguards designed to
conform to industry practices regarding the protection of the confidentiality, integrity and
availability of Confidential Information and shall have written agreements requiring any
subcontractor to meet those standards. These information security safeguards (the
“Information Security Program”) shall be materially consistent with, or more stringent than, the
safeguards described in this Exhibit.
(a) SERVICE PROVIDER’s information security safeguards shall address the following
elements:
Data Storage, Backups and Disposal
Logical Access Control (e.g., Role-Based)
Deleted: The
Receiving Party shall
furnish a copy of this
Exhibit with any
disclosure.¶
Commented [JC11]: Re
moving terms that are
not applicable.
Deleted: Red Flags
Rules.…If applicable,
If applicable,
SERVICE
PROVIDER must
implement
reasonable policies
and procedures to
detect, prevent and
mitigate the risk of
identity theft in
compliance with the
Identity Theft Red
Flags Rules found at
16 Code of Federal
Regulations part
681. Further,
SERVICE
PROVIDER must
take appropriate
steps to mitigate
identity theft if it
occurs with any of
the CITY’s covered
information and
must notify the CITY
in writing within
twenty-four (24)
hours of discovery of
any breaches of
security or Red
Flags to the CITY.¶
Deleted: If
SERVICE
PROVIDER must
implement
reasonable policies
and procedures to
detect, prevent and
mitigate the risk of
identity theft in
compliance with the
Identity Theft Red
Flags Rules found at
16 Code of Federal
Regulations part
681. Further,
SERVICE
PROVIDER must
take appropriate
steps to mitigate
identity theft if it
occurs with any of
the CITY’s covered ... [5]
Deleted: or exceed
Deleted: best
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Information Classification and Handling
Secure Data Transfer (SFTP and Data Transfer Specification)
Secure Web Communications
Network and Security Monitoring
Application Development Security
Application Security Controls and Procedures (User Authentication, Security
Controls, and Security Procedures, Policies and Logging)
Incident Response
Vulnerability Assessments
Hosted Services
Personnel Security
(b) Subcontractors. SERVICE PROVIDER may use subcontractors, though such activity shall
not release or absolve SERVICE PROVIDER from the obligation to satisfy all conditions
of this AGREEMENT, including the data security measures described in this Exhibit, and
to require a substantially similar level of data security, appropriate to the types of services
provided and Confidential Information received, for any subcontractor SERVICE
PROVIDER may use. Accordingly, any release of data, confidential information, or failure
to protect information under this AGREEMENT by a subcontractor or affiliated party shall
be attributed to SERVICE PROVIDER and may be considered to be a material breach of
this AGREEMENT.
8. Information Storage. Confidential Information is not to be stored on any local workstation,
laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable
devices unless the SERVICE PROVIDER requires security for the Confidential Information so
stored. Workstations or laptops to be used in the Services will be required to have security
protocols to designed to prevent unauthorized access to information, as well as have current, active
anti-virus definitions.
9. Continuing Obligation. The agreement not to disclose Confidential Information as set forth in
this Exhibit shall apply during the term of the Services and or AGREEMENT and at any time
thereafter unless specifically authorized by the CITY in writing.
10. Termination Remedy. If SERVICE PROVIDER breaches any of the terms of this Exhibit, in
the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and
withdraw SERVICE PROVIDER’s right to access Confidential Information. Either party may
terminate this Agreement upon thirty (30) days prior written notice to the other party.
11. Return of Information. Notwithstanding any other provision of this AGREEMENT,
Confidential Information shall remain the sole property of the Disclosing Party and, upon
request, shall be promptly destroyed, together with all copies thereof to the Disclosing Party.
Upon Disclosing Party’s request, written verification of the deletion (including date of deletion)
is to be provided to the Disclosing Party within ten (10) days after completion of engagement,
whether it be via termination, completion or otherwise. Notwithstanding the foregoing or
anything to the contrary in this Agreement, SERVICE PROVIDER shall own its workpapers
and shall be permitted to retain Confidential Information to the extent incorporated or
embodied in its workpapers, and it shall maintain the confidentiality of such Confidential
Information in accordance with this Agreement.
Deleted: can ensure
Deleted: personal
firewalls on each, as
Deleted: to provide
Project Instruments
and work product, all
material, i.e., various
physical forms of
media in which …
Deleted: is stored,
including but not
limited to writings,
drawings, tapes,
diskettes, prototypes
or products, shall
Deleted: returned
Deleted: Upon
return of such
materials, all digital
and electronic data
shall also be deleted
in a non-restorable
way by which it is no
longer available to
the Receiving
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12. Injunctive Relief. Receiving Party acknowledges that the Disclosing Party may, based upon
the representations made in this AGREEMENT, disclose security information that is critical
to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees
that the Disclosing Party does not have an adequate remedy at law for breach of this
AGREEMENT and therefore, the Disclosing Party shall be entitled, as a non- exclusive
remedy, and in addition to an action for damages, to seek an injunction or decree of specific
performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy
any violation of this AGREEMENT.
Deleted: SERVICE
PROVIDER
Deleted: and obtain