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HomeMy WebLinkAboutHansen Fruit - Hansen Fruit Agreement re Russell Lane WastewaterCITY OF YAKIMA WASTEWATER DIVISION 2220 East Viola Yakima, Washington 98901 Phone: 575 -6077 • Fax (509) 575 -6116 CITY OF YAKIMA AND HANSEN FRUIT AGREEMENT THIS AGREEMENT is entered into between the City of Yakima (hereinafter the "City "), whose address is 129 North Second Street, Yakima, Washington 98901 and Hansen Fruit (hereinafter "Hansen "), whose address is 10 East Mead Avenue, Yakima, Washington 98903. 1. Purpose. The purpose of this Agreement is to define the obligations of the City and Hansen concerning the wastewater facilities on Russell Lane. 2. Consideration. The mutual promises and covenants set forth in this Agreement, and the mutual benefits conferred by the City and Hansen, constitute consideration between the parties. 3. Obligations of the Parties. A. Hansen shall: a) Donate a lockable, hinged manhole to the City, as approved by the City, for installation on City property on Russell Lane. b) Install, own and maintain a wastewater discharge meter with above - ground display in the manhole on Russell Lane that is pre- approved by the City prior to installation. c) Contact City Utility Services regarding the location of the above - ground display; the meter shall be located in the manhole as high as possible above the sewer pipe channel; the meter shall be water -proof and corrosion- proof. d) Conduct maintenance in accord with the manufacturer and maintain periodic reporting of its condition to the City. e) Remove the wastewater discharge meter, if necessary, prior to the once a year pipe cleaning by the City and replace it after the cleaning. f) Provide notice to the City prior to accessing the manhole for maintenance of the wastewater discharge meter. g) Conduct all maintenance in accord with all applicable laws, ordinances and regulations for traffic and workplace safety when accessing the City's manhole. B. The City shall:. a) Accept the donation of the manhole provided by Hansen, as approved by the City, for installation on City property on Russell Lane. b) Grant permission to Hansen for access to the manhole for the purpose of locating and maintaining the wastewater discharge meter. c) Maintain the manhole. City of Yakima and Hansen Fruit Agreement Yakima a�- �c,cnr Page 1 of 3 I I l Ile f 1994 4. Administration. This Agreement shall be administered by the City's Wastewater Division Manager and Hansen's Plant Manager, 5. No Third Party Rights. This Agreement is entered into for the sole benefit of the City and Hansen. It shall confer no benefits or rights, direct or indirect, on any third parties. No person or entity other than the City and Hansen may rely upon or enforce any provision of this Agreement. 6. Indemnification and Hold Harmless. Each party hereto agrees to be responsible and assume liability in the performance of this Agreement for its own wrongful and /or negligent acts or omissions, and those of its officers, elected and appointed officials, agents, employees or volunteers to the fullest extent allowed by law. 7. Integration. This Agreement contains all of the terms and conditions agreed on by the parties. 'No other understandings, oral or otherwise, regarding the subject matter of this Agreement, are deemed to exist or to bind either of the parties. 8. (Modifications. The parties may modify this Agreement but no proposed changes or modifications shall have validity or become binding on either party unless such changes or modifications are in writing and executed by both parties. 9. Severability. a) If a court of competent jurisdiction holds any part, term or provision of this Agreement illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held invalid. b) If any provision of this Agreement is. in direct conflict With any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 10. Certain Prohibited Acts. Hansen shall not, without the prior written consent of the City, do or permit its agents, employees or invitees, to do any of the following: a) Make any alterations, improvements or additions to the wastewater meter except as permitted and provided in this Agreement; b) Obstruct any access to the wastewater meter or cause any interference with it. 11. Waiver. The waiver by either party of any term or condition of this Agreement shall not operate in any way as a waiver of any other condition, obligation or term or prevent either party from enforcing such provision. 12. Dispute Resolution. The parties shall strive to resolve any dispute through negotiation in good faith. They may agree to mediation or another form of dispute, resolution but only where they do so in writing. City of Yakima and Page 2 of 3 Hansen Fruit Agreement 13. Termination. The. parties may terminate this Agreement, with or without cause, by written notice from either party to the other party thirty (30) days in advance of the termination. 14. Survival. Any provision of this Agreement which imposes an obligation after expiration or termination of this Agreement shall survive the expiration or termination and shall bind the parties. 15. Notices. Unless otherwise stated herein, all notices and demands are required in written form and. sent to the parties at their addresses as follows: TO CITY OF YAKIMA: R. A. Zais, Jr., City Manager City of Yakima 129 North Second Street Yakima, WA 98901 TO HANSEN FRUIT: Curt McDonald, Plant Manager P.O. Box 9755 Yakima, WA 98909 14. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for any civil action pursuant to the Agreement shall be in Yakima County Superior Court. 15. Compliance with Law. All Parties to this Agreement shall comply with all applicable federal, state and local laws, rules and regulations in carrying out the terms and conditions of this Agreement. CITY OF YAKIMA By: Dave 4efl, Assistant City Manager Date: ATTEST: HANSEN FRUIT By Curt McDonald, Hansen Plant Manager Date: /D City of Yakima and Hansen Fruit Agreement Page 3 of 3