HomeMy WebLinkAboutLand Expressions, LLC - S. Sgt. Pendleton Memorial RECEIVED
CITY OF YAKIMA
AGREEMENT FOR COMMISSIONED MEMORIAL AUG 2 7 2015
( S.Sgt. Pendleton Memorial)
OFFICE OF CITY MANAGER
THIS AGREEMENT is entered into by the CITY OF YAKIMA (the "City "), a mun '•.
corporation of the State of Washington, and LAND EXPRESSIONS, LLC (the
"Contractor "), whose address is a limited liability company, with its principal office at 5615
East Day Mt. Spokane Road, Mead, Washington 99021.
The City desires to retain the Contractor to perform the services described in this Contract
for the design, fabrication and installation services under this Agreement for the "S.Sgt.
Pendleton Memorial" ( "Memorial ") to be installed at a location to be designated by City in
the near vicinity of the Yakima Convention Center along North 8 Street as further
described below.
I. Recitals
A. The City has undertaken to create a memorial honoring all veterans of the Armed
Services of the United States in general, and S.Sgt. Jack James Pendleton in particular.
S.Sgt. Pendleton, who resided in the City of Yakima at the time of his induction into the
U.S. Army, was posthumously awarded the Medal of Honor for heroism in battle for his
actions on October 12, 1944.
B. The City has allocated funds in the amount up to $5,731.35, including applicable
sales tax, for the construction and installation of the Memorial, and has found and
determined that Contractor is the most qualified firm to perform the construction and
installation of such Memorial.
C. The Contractor has been selected by the City based upon its creative skill and
abilities and consistent with the provisions of applicable state law and city codes.
D. The parties desire to enter into this Agreement for the construction of the Memorial
and to set forth the rights and responsibilities of each party with regard to the performance
of such work and the completed Memorial.
II. Agreement
NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises and
benefits herein, the parties do mutually agree as follows:
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SECTION 1. DURATION OF CONTRACT
This Agreement shall commence on the date executed by the last party to sign below.
Except where specifically provided otherwise below, this Agreement shall terminate upon
completion of the Memorial, unless extended or terminated earlier pursuant to the terms
and conditions of this Agreement.
SECTION 2. SCOPE OF WORK — LOCATION
A. The Contractor and its personnel will use its and their best efforts to perform the
services required under this Agreement in a satisfactory and competent manner. Should
the Contractor employ or subcontract with any third persons in the performance of this
contract, the Contractor agrees that all such third persons will be bound by the terms and
conditions of this Agreement.
B. City retains the Contractor upon the terms and conditions contained herein to
perform the services described below ( "Scope of Work "):
Except as provided below, Contractor shall provide all materials and personnel to
construct and install the Memorial upon a parcel of property designated by City
along North 8th Street near the southeast corner of the convention center building.
City will designate and approve, prior to commencement of work, the exact location
for installation of the Memorial.
The Memorial shall consist of three (3) basalt pillars erected upright within a
circular base, properly secured, with a bronze plaque commemorating S. Sgt. Jack
James Pendleton. The circular base shall consist of a ring of brick filled and faced
with decorative rock, all as set forth in the rendition of the Memorial attached hereto
as Exhibit "A" and incorporated herein by this reference. The bronze plaque shall
conform in appearance, substance and wording to the rendition set forth as Exhibit
"B" attached hereto and incorporated herein by this reference. Anti - graffiti
treatment/coating will be added and applied to the Memorial.
City shall provide a person or persons to serve as ground crew to assist in the
installation of the Memorial.
Contractor shall commence work when authorized by City and shall complete the
work on or before September 30, 2015.
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SECTION 3. ADDITIONAL SERVICES OF THE CONTRACTOR
A. The City may request that the Contractor provide extra services beyond those
required in the Scope of Work. These services, if required due to unusual and reasonably
unforeseeable circumstances causing the Contractor extra work and expense, shall be
agreed by the parties, described in writing and appended to this Agreement, together with
the parties' agreed fee or compensation for the payment of such extra work. Performance
of any extra work shall be subject to City's authorization to Contractor to perform such
extra work.
B. Payments for extra services shall be made on the basis of a fee determined prior
to City's authorization to Contractor to perform the extra work.
SECTION 4. RESPONSIBILITY OF THE CONTRACTOR
A. Contractor shall be responsible for providing services described in the Scope of
Work set forth in Section 2 above, and shall be responsible to secure any and all
necessary business licenses and permits to construct the Memorial.
B. Contractor shall notify the City of changes in its address, and failure to do so shall
be deemed a waiver of the City's responsibilities described in Sections 5 and 11.
C. Contractor shall give credit in the following form for any public showings of
reproduction of the Memorial: "From the City of Yakima, Washington."
SECTION 5. RESPONSIBILITY OF THE CITY
A. The City shall examine documents submitted by the Contractor, render decisions,
and advise the Contractor promptly to avoid any unreasonable delay in the progress of
the Contractor's work.
B. The City shall provide to the Contractor, at no expense to the Contractor, a written
program of requirements for the Memorial, where applicable, a survey plan of the site,
engineering or architectural plans and specifications.
C. The City shall provide one or more persons to serve as ground crew during the
installation of the Memorial.
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SECTION 6. COMPENSATION — TAXES — PREVAILING WAGES
A. City shall compensate the Contractor for satisfactory performance and completion
of the Scope of Work specified in this Agreement in an amount not to exceed $5,731.35,
payable upon completion of the work in accordance with the payment procedures of the
City. This sum is calculated as follows: $5,119.00 for all materials, construction and
installation, plus $178.00 for anti - graffiti treatment, for a total of $5,297.00. The
Washington State Sales Tax applicable to this total is 8.2 %, which is $434.35, for a Grand
Total of $5,731.25 for completion of the work, including taxes.
The total compensation set forth in this Section is inclusive of all applicable state and
federal taxes including any Washington State Sales Tax owed by the City as a result of
this Agreement. It is the responsibility of the Contractor to remit the sales taxes to the
Washington State Department of Revenue. City has determined that the Memorial
Project is a "public work" as defined in Chapter 39.12 RCW and that Contractor shall be
responsible for payment of prevailing wages for the labor classifications used by
Contractor in the performance of the construction work. Contractor will designate
appropriate labor classifications pursuant to labor classification information maintained by
the Washington State Department of Labor & Industries in accordance with the Scope of
Work attached to this Agreement.
B. The City shall have sole responsibility and authority to determine stages of
completion. It is understood that the City has no obligation regarding sales commissions
or any agreements with third parties or agents with whom the Contractor may have
contracted.
C. Requests for payment submitted by Contractor shall be accompanied by copies of
invoices and other documentation supporting such request for payment as deemed
necessary or appropriate by the City.
D. Contractor is entirely responsible for cost control. No extra compensation or
payments will be allowed as a result of cost overruns.
E. If the Contractor fails to comply with any terms or conditions of this Agreement or
to provide in any manner the work or services agreed to herein, the City may withhold
any payment due the Contractor until the City is satisfied that corrective action, as
specified by the City, has been completed. This right is in addition to and not in lieu of
the City's right to terminate this Agreement as provided in Section 13.
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SECTION 7. WARRANTIES
A. The Contractor warrants that the design and work being commissioned is the
original product of its own creative efforts.
B. The Contractor warrants that the Memorial is limited to an edition of one (1).
C. The Contractor shall be responsible for a period of one year from the date of
completion of the Memorial and final acceptance thereof by the City for the integrity of the
materials and fabrication techniques of the Memorial and its installation. Contractor's
liability from breach of this warranty shall be limited to the cost of repairs of the Memorial
and /or the installation. The responsibility for the determination of the Contractor's liability
for faults or defects in the work during the one year period shall be vested solely in the
City.
SECTION 8. HOLD HARMLESS AND INDEMNIFICATION
A. In providing services under this Agreement, the Contractor is an independent
contractor, and neither its agents nor employees are employees of the City for any
purpose. The Contractor shall make no claim of employment rights which may accrue to
a City employee under state or local law.
City assumes no responsibility for the payment of any compensation, wages, benefits, or
state and /or federal taxes by, or on behalf of, the Contractor. The Contractor shall protect,
indemnify and save harmless the City and its elected and appointed officials, employees,
agents and insurers from and against any and all claims, costs and /or losses whatsoever
occurring or resulting from (a) the Contractor's failure to pay any compensation, wages,
benefits or taxes; and /or (b) the supplying to the Contractor of work, services, materials
or supplies by Contractor's employees or other suppliers in connection with or support of
the performance of the Agreement.
B. The Contractor shall protect, defend, indemnify and save harmless the City and its
elected and appointed officials, employees, agents and insurers from any and all costs,
claims, judgments and /or awards of damages, arising out of or in any way resulting from
the negligent acts or omissions of the Contractor, its employees or agents. The
Contractor agrees that its obligations under this subparagraph extend to any claim,
demand and /or cause of action brought by or on behalf of any employees or agents. In
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the event the City incurs any judgment, award and /or cost arising therefrom, including
attorney's fees to enforce the provisions of this article, all such fees, expenses and costs
shall be recoverable from the Contractor.
City shall protect, defend, indemnify and save harmless the Contractor, its officers,
employees and agents from any and all costs, claims, judgments and /or awards of
damages, arising out of or in any way resulting from the negligent acts or omissions of
the City, its elected and appointed officials, employees and /or agents. The City agrees
that its obligations under this subparagraph extend to any claim, demand and /or cause of
action brought by or on behalf of any employees or agents. In the event the Contractor
incurs any judgment, award and /or cost arising therefrom, including attorneys' fees to
enforce the provisions of this article, all such fees, expenses and costs shall be
recoverable from the City.
C. Claims shall include, but not be limited to, assertions that use or transfer of
software, book, document, report, film, tape or sound reproduction or material of any kind,
delivered hereunder, constitutes an infringement of any copyright, patent, trademark,
trade name and /or otherwise results in unfair trade practice.
SECTION 9. INSURANCE
At all times during performance of the Services, Contractor shall secure and maintain in
effect insurance to protect the City and the Contractor from and against all claims,
damages, losses, and expenses arising out of or resulting from the performance of this
Agreement. Contractor shall provide and maintain in force insurance in limits no less than
that stated below, as applicable. The City reserves the rights to require higher limits
should it deem it necessary in the best interest of the public. If Contractor carries higher
coverage limits than the limits stated below, such higher limits shall be shown on the
Certificate of Insurance and Endorsements and Contractor shall be named as an
additional insured for such higher limits.
A. Commercial General Liability Insurance. Before this Agreement is fully
executed by the parties, Contractor shall provide the City with a certificate of
insurance as proof of commercial liability insurance and commercial umbrella
liability insurance with a total liability limit of the limits required in the policy, subject
to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined
single limit bodily injury and property damage, and Two Million Dollars
($2,000,000.00) general aggregate. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of
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this Agreement. The policy shall name the City, its elected officials, officers,
agents, employees, and volunteers as additional insureds. The insured shall not
cancel or change the insurance without first giving the City thirty (30) calendar days
prior written notice. The insurance shall be with an insurance company or
companies rated A -VII or higher in Best's Guide and admitted in the State of
Washington.
B. Commercial Automobile Liability Insurance.
a. If Contractor owns any vehicles, before this Agreement is fully
executed by the parties, Contractor shall provide the City with a certificate
of insurance as proof of commercial automobile liability insurance and
commercial umbrella liability insurance with a total liability limit of the limits
required in the policy, subject to minimum limits of Two Million Dollars
($2,000,000.00) per occurrence combined single limit bodily injury and
property damage. Automobile liability will apply to "Any Auto" and be
shown on the certificate.
b. If Contractor does not own any vehicles, only "Non -owned and Hired
Automobile Liability" will be required and may be added to the commercial
liability coverage at the same limits as required in that section of this
Agreement, which is Section 9(A) entitled "Commercial General Liability
Insurance ".
c. Under either situation described above in Section 9(B)(a) and
Section 9(B)(b), the required certificate of insurance shall clearly state
who the provider is, the coverage amount, the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in
effect for the duration of this Agreement. The policy shall name the City,
its elected officials, officers, agents, employees, and volunteers as
additional insureds. The insured shall not cancel or change the insurance
without first giving the City thirty (30) calendar days prior written
notice. The insurance shall be with an insurance company or companies
rated A -VII or higher in Best's Guide and admitted in the State of
Washington.
C. Workers Compensation. Statutory workers' compensation and
employer's liability insurance as required by state law.
Failure of either or all of the additional insureds to report a claim under such insurance
shall not prejudice the rights of the City, its officers, employees, agents, and
representatives there under. The City and the City's elected officials, officers, principals,
employees, representatives, and agents shall have no obligation for payment of
premiums because of being named as additional insureds under such insurance. None
of the policies issued pursuant to the requirements contained herein shall be canceled,
allowed to expire, or changed in any manner that affects the rights of the City until thirty
(30) days after written notice to the City of such intended cancellation, expiration or
change.
SECTION 10. MAINTENANCE, ALTERATIONS, RESTORATION AND /OR REPAIRS
OF THE MEMORIAL OR TO THE SITE
A. Maintenance: Repairs and Restoration
1. The Memorial must be durable, taking into consideration that the site is an
unsecured public space that may be exposed to elements such as weather,
temperature variation, and considerable movement of people and equipment.
Contractor must ensure that the Memorial's maintenance requirements will be
reasonable in terms of time and expense.
2. City and not Contractor will provide for the maintenance of the Memorial.
Contractor understands that City's maintenance of the Memorial will be limited and
determined in significant part by funding decisions of the City Council and
availability of funds from other organizations.
3. The Contractor shall take reasonable measures to protect or preserve the
integrity of the Memorial, such as the application of protective anti - corrosion and
anti - graffiti coatings.
4. The Contractor warrants that foreseeable exposure to the elements and
general wear and tear will not cause the Memorial to fall below an acceptable
standard of public display.
5. Prior to receipt of final payment, Contractor shall provide a maintenance
manual or other format acceptable to City with a description of all materials,
products and fabrication methods used in the Memorial and the required care and
upkeep involved, including: (i) product data sheets for any material or finish used,
including electrical installations; (ii) the names and contact information of relevant
manufacturers or producers; and, (iii) to the extent the Memorial incorporates
products covered by a manufacturer's warranty, Contractor shall provide copies of
such warranties. The Contractor warrants that reasonable maintenance of the
Memorial will not require procedures substantially in excess of those described in
the recommended maintenance manual.
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6. Repairs and restoration of the Memorial, if any, are to be distinguished from
maintenance of the Memorial, as addressed above. City shall determine when and
how repairs and restoration to the Memorial will be made.
SECTION 11. INTELLECTUAL PROPERTY: RIGHTS AND WAIVERS
A. Rights to Memorial; Copyright.
1. Ownership. The Memorial created under this Agreement shall be the
property of City. Ownership of the Memorial shall be transferred from the
Contractor to City upon City's issuance of the notice of final acceptance.
City shall retain copies of the proposal and all written documentation
regarding the Memorial. Upon final acceptance, City shall have the right to
a copy of all plans, drawings, sketches, designs, and other work of
Contractor pertaining to the Memorial for maintenance, repair, and historical
documentation purposes only, unless otherwise specified below.
2. Copyright. Contractor shall retain all copyrights not otherwise granted to
City herein. Contractor is responsible for registering the Memorial in its
name with the U.S. Register of Copyrights, at no additional cost to City.
3. Reproductions.
a) By Contractor. Contractor shall not create or display three -
dimensional reproductions of the Memorial at any location other than
City, nor shall Contractor grant permission for others to create or
display three - dimensional reproductions, except with written
permission of City.
b) Exclusive License to City for Non - Commercial Reproductions.
Contractor grants City the exclusive right to publicly display and
reproduce images of the Work by photographic, electronic, digital,
mechanical, or any other method that may become available
following the installation of the Work, for educational, procurement,
public relations, arts promotional, tourism, and other non - commercial
purposes. On any such reproductions, City will acknowledge the
Contractor's authorship and provide copyright notification
substantially in the following form: Contractor's name and date of
publication. In the event City wishes to use the Memorial for
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commercial purposes, City shall contact Contractor to negotiate a
separate agreement.
c) Publicity. City shall have the right to use Contractor's name,
likeness, and biographical information, in connection with the display
or reproduction and distribution of the Memorial. City shall make a
reasonable effort to have Contractor's review and approve of
likeness, biographical information, and Memorial descriptions that
are to be used for publicity to ensure their accuracy and validity.
d) Credits. Contractor agrees that any reproduction of the Memorial
made by the Contractor for publicity purposes shall refer to "City of
Yakima, Washington." City shall have the right to review and approve
any public announcements or press releases generated by the
Contractor or Contractor's sub - contractors regarding the Memorial
until the Memorial has been publicly dedicated and final acceptance
has been issued.
e) Notice of Claims. Contractor hereby agrees that the Contractor shall
give City written notice prior to asserting any claim pertaining to the
Memorial which may arise relating to 17 U.S.C. §§ 101, et seq. City
shall have at least 90 days from the date of receipt of such notice in
which to evaluate and, if so decided by City, to cure such claim.
f) Third Party Infringement. City is not responsible for any third party
infringement of Contractor's copyrights, and is not responsible for
protecting the intellectual property rights of Contractor.
B. VARA Rights; Safety Modification; Future Transfer and Relocation.
1. Contractor and City acknowledge that the Contractor may have certain
rights under the federal Visual Contractors Rights Act of 1990 (VARA).
Pursuant to 17 USC Section 106A, Contractor agrees that the rights
reserved by City as provided in this Subsection B shall not constitute a
distortion, mutilation, or other modification of the work which would be
prejudicial to his or her honor or reputation as contemplated by VARA.
Except as specifically set forth below in subsections 3(b) and 5,
Contractor, on behalf of itself, its managers, employees, architects and
artists, and any third party in interest, hereby knowingly and freely
waives and all rights under VARA.
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2. To the extent that the Memorial is a Joint Work, this Agreement as it
pertains to VARA waives the rights of all authors of the Work.
3. Notwithstanding any other provision of this Agreement:
a. If City believes that the Memorial presents an imminent threat or
hazard to the public health or safety, City may authorize the
immediate relocation, removal, modification, or destruction of the
Work without providing the Contractor prior notice or opportunity to
buy back the Work.
b. In the event that the Memorial comes into conflict with laws or
regulations, City may modify the Memorial so as to come into
compliance with such laws or regulations.
4. Contractor understands and agrees that City may remove, move, or
destroy, the Memorial, and City may sell, trade, or otherwise transfer the
Memorial, and that any such action by City may subject the Memorial to
damage or destruction, distortion, mutilation, or other modification but
shall not constitute a distortion, mutilation, or other modification of the
work which would be prejudicial to his or her honor or reputation as
contemplated by VARA.
5. Reputation. If City fails to maintain the Memorial in good condition, or if
any significant change occurs to the Memorial after its final acceptance
by City, whether such change is intentional, unintentional, or malicious,
and if the Contractor makes a written request to City that Contractor's
Memorial no longer be represented as the work of the Contractor, then
the Memorial will no longer be represented as the work of the Contractor.
Contractor may request that all credits to the Contractor be removed from
the Memorial.
SECTION 12. SUSPENSION OF WORK
City may suspend, in writing by certified mail, all or a portion of the work under this
Agreement if unforeseen circumstances beyond City's control are interfering with normal
progress of the work. Contractor may suspend, in writing by certified mail, all or a portion
of the work under this Agreement if unforeseen circumstances beyond Contractor's
control are interfering with normal progress of the work. Contractor may suspend work
on Memorial in the event City does not pay invoices when due, except where otherwise
provided by this Agreement. The time for completion of the work shall be extended by
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the number of days work is suspended. If the period of suspension exceeds ninety (90)
days, the terms of this Agreement are subject to renegotiation, and both parties are
granted the option to terminate work on the suspended portion of Memorial in accordance
with Section 13.
SECTION 13. TERMINATION OF WORK
A. Either party may terminate this Agreement, in whole or in part, if the other party
materially breaches its obligations under this Agreement and is in default through no fault
of the terminating party. However, no such termination may be effected unless the other
party is given: (1) not less than fifteen (15) calendar days written notice delivered by
certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for
consultation and for cure with the terminating party before termination. Notice shall be
considered issued within seventy -two (72) hours of mailing by certified mail to the place
of business of either party as set forth in this Agreement.
B. In addition to termination under Subsection A of this Section, City may terminate
this Agreement for its convenience, in whole or in part, provided the Contractor is given:
(1) not less than fifteen (15) calendar days written notice delivered by certified mail, return
receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY
before termination.
C. If City terminates for default on the part of the Contractor, an adjustment in the
contract price pursuant to the Agreement shall be made, but (1) no amount shall be
allowed for anticipated profit on unperformed services or other work, and (2) any payment
due to the Contractor at the time of termination may be adjusted to the extent of any
additional costs or damages City has incurred, or is likely to incur, because of the
Contractor's breach. In such event, City shall consider the amount of work originally
required which was satisfactorily completed to date of termination, whether that work is
in a form or of a type which is usable and suitable to City at the date of termination and
the cost to City of completing the work itself or of employing another firm to complete it.
Under no circumstances shall payments made under this provision exceed the contract
price. In the event of default, the Contractor agrees to pay City for any and all damages,
costs, and expenses whether directly, indirectly, or consequentially caused by said
default. This provision shall not preclude City from filing claims and /or commencing
litigation to secure compensation for damages incurred beyond that covered by contract
retainage or other withheld payments.
D. If the Contractor terminates for default on the part of City or if City terminates for
convenience, the adjustment pursuant to the Agreement shall include payment for
services satisfactorily performed to the date of termination, in addition to termination
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settlement costs the Contractor reasonably incurs relating to commitments which had
become firm before the termination, unless City determines to assume said commitments.
E. Upon receipt of a termination notice under Subsections A or B above, the
Contractor shall (1) promptly discontinue all services affected (unless the notice directs
otherwise), and (2) deliver or otherwise make available to City all originals of data,
drawings, specifications, calculations, reports, estimates, summaries, and such other
information, documents, and materials as the Contractor or its sub - consultants may have
accumulated or prepared in performing this Agreement, whether completed or in
progress, with the Contractor retaining copies of the same.
F. Upon termination under any subparagraph above, City reserves the right to
prosecute the work to completion utilizing other qualified firms or individuals; provided,
the Contractor shall have no responsibility to prosecute further work thereon.
G. If, after termination for failure of the Contractor to fulfill contractual obligations, it is
determined that the Contractor has not so failed, the termination shall be deemed to have
been effected for the convenience of City. In such event, the adjustment pursuant to the
Agreement shall be determined as set forth in Subparagraph D of this Section.
H. If, because of death, unavailability or any other occurrence, it becomes impossible
for any key personnel employed by the Contractor in Memorial work or for any corporate
officer of the Contractor to render his services to the Memorial, the Contractor shall not
be relieved of its obligations to complete performance under this Agreement without the
concurrence and written approval of City. If City agrees to termination of this Agreement
under this provision, payment shall be made as set forth in Subparagraph C of this
Section.
In the event that any dispute shall arise as to the interpretation of this agreement, or in
the event of a notice of default as to whether such default does constitute a breach of the
contract, and if the parties hereto cannot mutually settle such differences, then the parties
shall first pursue mediation as a means to resolve the dispute. If either of the afore
mentioned methods are not successful then any dispute relating to this Agreement shall
be decided in the courts of Yakima County, in accordance with the laws of Washington.
If both parties consent in writing, other available means of dispute resolution may be
implemented.
SECTION 13. DISPUTE RESOLUTION
In the event that any dispute shall arise as to the interpretation of this agreement, or in
the event of a notice of default as to whether such default does constitute a breach of the
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contract, and if the parties hereto cannot mutually settle such differences, then the parties
shall first pursue mediation as a means to resolve the dispute. If either of the afore
mentioned methods are not successful then any dispute relating to this Agreement shall
be decided in the courts of Yakima County, in accordance with the laws of Washington.
If both parties consent in writing, other available means of dispute resolution may be
implemented.
SECTION 14. SUBCONTRACTS
A. Contractor shall be entitled, to the extent determined appropriate by Contractor, to
subcontract any portion of the work to be performed under this Agreement.
B. Any sub - consultants or subcontractors to the Contractor utilized on this Memorial,
including any substitutions thereof, will be subject to prior approval by City, which
approval shall not be unreasonably withheld. Each subcontract shall be subject to review
by the City's Representative, if requested, prior to the sub - consultant or subcontractor
proceeding with the work. Such review shall not constitute an approval as to the legal
form or content of such subcontract. The Contractor shall be responsible for the
performance, acts, and omissions of all persons and firms performing subcontract work.
C. City does not anticipate Contractor subcontracting with any additional persons or
firms for the purpose of completing this Agreement.
D. The Contractor shall submit, along with its monthly invoices, a description of all
work completed by sub - consultants and subcontractors during the preceding month and
copies of all invoices thereto.
SECTION 15. ASSIGNMENT
This Agreement is binding on the heirs, successors and assigns of the parties hereto.
This Agreement may not be assigned by City or Contractor without prior written consent
of the other, which consent will not be unreasonably withheld. It is expressly intended and
agreed that no third party beneficiaries are created by this Agreement, and that the rights
and remedies provided herein shall inure only to the benefit of the parties to this Agreement.
SECTION 16. INTEGRATION
This Agreement represents the entire understanding of City and Contractor as to those
matters contained herein. No prior oral or written understanding shall be of any force or
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effect with respect to those matters covered herein. This Agreement may not be modified
or altered except in writing signed by both parties.
SECTION 17. JURISDICTION AND VENUE
This Agreement shall be administered and interpreted under the laws of the State of
Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington
State. If any part of this Agreement is found to conflict with applicable laws, such part
shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder
of this Agreement shall be in full force and effect. Venue of all disputes arising under this
Agreement shall be Yakima County, State of Washington.
SECTION 18. EQUAL EMPLOYMENT and NONDISCRIMINATION
During the performance of this Agreement, Contractor and Contractor's sub - consultants
and subcontractors shall not discriminate in violation of any applicable federal, state
and /or local law or regulation on the basis of age, sex, race, creed, religion, color, national
origin, marital status, disability, honorably discharged veteran or military status,
pregnancy, sexual orientation, and any other classification protected under federal, state,
or local law. This provision shall include but not be limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay
or other forms of compensation, selection for training, and the provision of services under
this Agreement. Contractor agrees to comply with the applicable provisions of State and
Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations.
SECTION 19. NOTICE
Any notice required to be given under the terms of this Agreement shall be directed to the
party at the address set forth below. Notice shall be considered issued and effective upon
receipt thereof by the addressee -party, or seventy -two (72) hours after mailing by certified
mail to the place of business set forth below, whichever is earlier.
CITY: CITY OF YAKIMA
129 North 2 Street
Yakima, WA 98901
Attn: City Manager
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CONTRACTOR: LAND EXPRESSIONS, LLC
5615 East Day Mt. Spokane Road
Mead, Washington 99021
Attn: David J. Nelson
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their respective authorized officers or representatives as of the day and year first above
written.
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CITY O;' YAKIMA 1 LAND EX: ' ESSIONS, LLC
Tony O ' •, rke, City Manager David J. : Ison, Managing Officer
Date: ‘ 1 r at)tS Date: 7 1 'b lJ
ATTEST:
• CITY CONTRAC r NO /r /9/
• if * > > 1 RESOLUTION NO:
I ef-
Sonya Claa' ee, City Clerk � 6 _.. 4 • 0
4
r
C. N ; U
16