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HomeMy WebLinkAboutSH&H - Professional Services Contract PROFESSIONAL SERVICES CONTRACT THIS PROFESSIONAL SERVICES CONTRACT is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereafter the "City"), and SH&H Valuation and Consulting (hereafter the "Appraiser"). WHEREAS, the City of Yakima requires professional services for appraisal of property value for the City of Yakima; WHEREAS,the Appraiser represents that he has the expertise necessary and is willing to perform the professional services required by the City in accordance with the terms and conditions of this Contract; NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and Appraiser as follows: Section 1. Statement of Work 1.1 The professional services that the Appraiser will provide to the City of Yakima are to provide a full appraisal report for the property generally known as 506 Fruitvale Blvd, Yakima, Washington, 98902. The Yakima County Assessor's Tax Parcel Number is 181313-42525 and the property consists of approximately 3.68 acres currently being used as a car dealership and service shop. The City, if purchased, plans to use the property as a bus depot,bus charging station,parking lot, and offices for its transit department. The Appraiser will also provide a fair market rental evaluation for the property due to the lease back clause in the listing. As part of the evaluation, the Appraiser will speak with Assistant Transit Manager Greg Story, as well as Transit Manager Alvie Maxey if necessary, to understand the City's possible use and needs associated with that possible use. 1.2 Except as otherwise specifically provided in this Contract, Appraiser shall furnish the following, all as may be required to perform the services described in paragraph 1.1 in accordance with this Contract: personnel, labor and supervision; and technical, professional and other services. All such services, property and other items furnished or required to be furnished, together with all other obligations performed or required to be performed, by Appraiser under this Contract are sometimes collectively referred to in this Contract as the "Services." 1.3 All provisions of this Contract are intended to be complementary, and any Services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the Services that are not necessary to carry out the intent Professional Services Contract Between City of Yakima and SH&H—Page 1 of this Contract, but that are not expressly required, shall be performed or furnished by Appraiser as part of the Services, without any increase in the compensation otherwise payable under this Contract. Section 2. Period of Performance 2.1 The period of performance under this Contract will commence on the date that both parties have executed this contract, and continue through June 15, 2022. Section 3. Compensation 3.1 As full compensation for satisfactory performance of the Services, the City shall pay Appraiser for his services in the amount of Eight Thousand Five Dollars ($8,500.00). 3.2 The Appraiser shall bill the City for Appraiser's services. The City of Yakima shall pay Appraiser's invoice within thirty(30)days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Appraiser providing services hereunder that are satisfactory to the City. 3.3 Any additional service(s)provided by the Appraiser which are to be paid by the City must have prior written approval of the City. Section 4. Performance by Appraiser 4.1 Delegation of Professional Services. The services provided under this Contract shall be performed by Appraiser,and no person other than Appraiser shall be engaged on such work or services. Appraiser shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any Services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the Services,with or without the City's prior written consent, shall relieve Appraiser of Appraiser's responsibility to perform the Services in accordance with this Contract. Appraiser shall be fully responsible for the performance, acts and omissions of Appraiser's employees, if any, Appraiser's subcontractors,and any other person who performs or furnishes any Services (collectively, the "Support"). 4.2 Appraiser shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the Services. Appraiser shall not represent that he is, nor hold himself out as, an agent or representative of the City. In no event shall Appraiser be authorized to enter into any agreement or undertaking for or on behalf of the City. Professional Services Contract Between City of Yakima and SH&H—Page 2 4.3 Appraiser shall perform the Services in a timely manner and in accordance with the standards of the profession. At the time of performance, Appraiser shall be properly licensed, equipped, organized, and financed to perform the Services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Appraiser shall perform the Services in accordance with his own methods. Section 5. Compliance with Laws 5.1 Appraiser shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses,permits,and other requirements of any governmental authority(including,but not limited to, such requirements as may be imposed upon the City and applicable to the Services).Appraiser shall furnish such documents as may be required to effect or evidence such compliance. All laws, ordinances, rules and orders required to be incorporated in agreements of this character are incorporated in this Contract by this reference. Section 6. Taxes and Assessments 6.1 Appraiser shall be solely responsible for and shall pay all taxes, deductions, and assessments that Appraiser is required to pay, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract,Appraiser shall pay the same before it becomes due. Section 7. Nondiscrimination Provision 7.1 During the performance of this Contract, Appraiser shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, age, color, sex,religion,national origin,creed,marital status,disability,honorably discharged veteran or military status,pregnancy, sexual orientation,political affiliation,or the presence of any sensory, mental or physical handicap, 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 Contract. Section 8. Inspection and Production of Records 8.1 The records relating to the Services shall, at all times,be subject to inspection by and with the approval of the City, but the making of(or failure or delay in making) such inspection or approval shall not relieve Appraiser of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non- Professional Services Contract Between City of Yakima and SH&H—Page 3 complying performance, its substantiality or the ease of its discovery. Appraiser's records relating to the Services will be provided to the City upon the City's request. 8.2 Appraiser shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of three (3) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington State Secretary of State's record retention schedule,Appraiser shall retain and provide the City access to(and the City shall have the right to examine,audit and copy) all of Appraiser's books,documents,papers and records which are related to the Services performed by Appraiser under this Contract. 8.3 All records relating to Appraiser's services under this Contract must be made available to the City. They must be produced to third parties if required pursuant to the Washington Public Records Act, Chapter 42.56 RCW or by law. All records relating to Appraiser's services under this Contract must be retained by Appraiser for the minimum period of time required pursuant to the Washington State Secretary of State's record retention schedule. Section 9. Property and Confidential Information 9.1 Appraiser shall not, without the prior written consent of the City, disclose to third parties any information received in connection with the Services unless: (a) information is known to Appraiser prior to receiving the same directly or indirectly in connection with the Services; (b) information is in the public domain at the time of disclosure by Appraiser; or (c) information is received by Appraiser from a third party who does not have an obligation to keep the same confidential. Section 10. Indemnification and Hold Harmless 10.1 The Appraiser agrees to release, defend, indemnify, and hold harmless the City, its elected officials, officers, employees and agents from any and all claims, demands, losses, liens, liabilities,penalties,fines,lawsuits,and other proceedings and all judgments,awards,costs and expenses (including reasonable attorneys' fees and disbursements), resulting from negligent acts and/or omissions or willful misconduct of the Appraiser or his agents arising out of the performance of this Contract, except for claims caused by the City's sole negligence. The City's right to indemnification includes attorney's fees and costs associated with establishing the right to indemnification hereunder in favor of the City. 10.2 The City agrees to release, defend, indemnify, and hold harmless the Appraiser from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other Professional Services Contract Between City of Yakima and SH&H—Page 4 proceedings and all judgments,awards,costs and expenses(including reasonable attorneys' fees and disbursements), resulting from negligent acts and/or omissions or willful misconduct of the City, its elected and appointed officials, officers, employees, its agents or subcontractors arising out of the performance of this Contract. 10.3 The terms of this Section shall survive any expiration or termination of this Contract. 10.4 Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. Section 11. Insurance Provided by Appraiser 11.1 At all times during performance of the Services,the Appraiser shall secure and maintain in effect insurance to protect the City and the Appraiser from and against all claims,damages, losses, and expenses arising out of or resulting from the performance of this Contract. Appraiser shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. 11.2 Commercial Liability Insurance. Before this Contract is fully executed by the parties, Appraiser shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit 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. If Appraiser carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City of Yakima, its elected officials, officers, agents, and employees shall be named as additional insureds for such higher limits. 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 this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will 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. 11.3 Professional Liability Insurance. Before this Contract is fully executed by the parties, Appraiser shall provide the City with a certificate of insurance as evidence of Professional Errors and Omissions Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least Two Million Dollars($2,000,000.00). The certificate shall clearly state who the provider is,the amount of coverage,the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is on a claims made basis,the retroactive date of the insurance Professional Services Contract Between City of Yakima and SH&H—Page 5 policy shall be on or before the inception date of the Contract. The insurance coverage shall remain in effect during the term of this Contract and for a minimum of three(3)years following the termination of this Contract. Section 12. Termination 12.1 The City may,by giving the Appraiser five(5)calendar days written notice of termination, terminate this Contract as to all or any portion of the Services not then performed,whether or not Appraiser is in breach or default, and with or without cause. Upon receipt of any such notice of termination, Appraiser shall, except as otherwise directed by the City, immediately stop performance of the Services to the extent specified in such notice. Appraiser shall have the same termination rights as the City in Section 13. 12.2 If the City purports to terminate or cancel all or any part of this Contract for Appraiser's breach or default when Appraiser is not in breach or default which would permit such termination or cancellation, such termination or cancellation shall be deemed to have been a termination by the City pursuant to paragraph 12.1 and the rights of the parties shall be determined accordingly. Section 13. Miscellaneous 13.1 Assignment. This Contract,or any interest herein,or claim hereunder,shall not be assigned or transferred in whole or in part by Appraiser to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Appraiser stated herein. 13.2 No Conflict of Interest. Appraiser represents that he and/or his employees, if any, do not have any interest and shall not hereafter acquire any interest,direct or indirect,which would conflict in any manner or degree with the performance of this Contract. Appraiser further covenants that he will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 13.3 No Insurance. It is understood that the City does not maintain liability insurance for Appraiser and/or his employees. 13.4 Severability. If any portion of this Contract is changed per mutual agreement or any portion is held invalid,the remainder of the Contract shall remain in full force and effect. 13.5 Integration. This written document constitutes the entire agreement between the City and Appraiser. There are no other oral or written Contracts between the parties as to the subjects covered herein. No changes or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. Professional Services Contract Between City of Yakima and SH&H—Page 6 13.6 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: City Manager COPY TO: Transit Manager City of Yakima Alvie Maxey City Hall—First Floor 2301 Fruitvale Blvd. 129 North Second Street Yakima, WA 98902 Yakima, WA 98901 TO APPRAISER: Chad Johnson SH&H Valuation and Consulting 3609 Market Place W Suite 201 University Place, WA 98466 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when hand delivered at the addresses specified above, or three (3) days after the date of mailing to the addresses specified above. 13.7 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 13.8 Venue. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. CITY F YAKIMA SH&H VALUATION AND CONSULTING BJ y Y By Robert Harrison, City Manager Chad Johnson Date: CL-Pr^i I ( 10 0- Date:_April 1, 2022 ST: Sr ity Cle k 4)4- moo WASN\� City Contract No.:J20�Z-O73 Resolution No.: VVG. Professional Services Contract Between City of Yakima and SH&H—Page 7