HomeMy WebLinkAboutKen Davis of SVN Cascades - Professional Services Agreement for Buyer's Agency Commercial Real Estate Services PROFESSIONAL SERVICES AGREEMENT
FOR
BUYER'S AGENCY
COMMERCIAL REAL ESTATE SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT, entered into this 26th day of April, 2022, between the City of
Yakima, a Washington municipal corporation ("City"), and KEN DAVIS of SVN CASCADES ("Contractor").
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree
as follows:
1. Statement of Work
Contractor shall provide real estate brokerage services to the City as the City's buying agent for property
associated with the transit division. Services shall be on a non-exclusive basis. Unless agreed upon by the
parties, Contractor shall not disclose the City as the Buyer when acting as the buying agent when presenting an
offer, orally or in writing, unless agreed upon by the City.
2. Compensation
The City agrees to pay the Contractor 3% of the purchase price of any property purchased by the City as part
of this Agreement or the amount offered by the listing agency, whichever is greater. It is anticipated that this
amount will be paid by Seller out of the closing costs of any real estate purchase by the City. No retainer fee
will be paid as part of this Agreement.
3. Agreement Term
The Agreement shall start on the date all parties have signed this Agreement ("Effective Date") and end on
October 11, 2022 at 12:00 midnight ("Listing Period") unless the expiration date is extended in writing.
4. Agency Relationship between City and Contractor
Contractor shall, at all times, be an agent or representative of City with regard to performance of the Services
only. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City in any
other capacity other than for the purpose of representing the City in any other capacity. In no event shall
Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City.
City recognizes that under this Agreement that a relationship has been established between the City and the
Contractor. The Contracto's policy regaridng other agents, specifivally those not represented by Contractor or
Contractor's agency, includes, but is not limited to, cooperating with other agencies acting as listing agents
within the parameters of this Agreement, sharing compensation with listing agents, and paying other agencies
in the same manner represeting sellers.
The Contractor shall not engage in dual agency unless this Agreement is amended, in writing, prior to the dual
agency.
5. Successors and Assigns
a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or
interests accruing from this Agreement without the prior written consent of the other.
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b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns,
does hereby agree to the full performance of all the covenants herein contained upon the part of
the Contractor.
6. Inspection and Production of Records
a. 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 Contractor of responsibility for performance of the Services in accordance with this
Contract, notwithstanding the City's knowledge of defective or non-complying performance, its
substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and
proper facilities, and/or send copies of the requested documents to the City. Contractor's records
relating to the Services will be provided to the City upon the City's request.
b. Contractor 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 six (6) years
after final payment of the compensation payable under this Contract, or for a longer period if
required by law or by the Washington Secretary of State's record retention schedule, Contractor
shall retain and provide the City access to (and the City shall have the right to examine, audit and
copy) all of Contractor's books, documents, papers and records which are related to the Services
performed by Contractor under this Contract.
c. All records relating to Contractor's services under this Agreement must be made available to the
City,and the records relating to the Services are City of Yakima records. They must be produced to
third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW,
or by law. All records relating to Contractor's services under this Agreement must be retained by
Contractor for the minimum period of time required pursuant to the Washington Secretary of
State's records retention schedule.
d. The terms of this section shall survive any expiration or termination of this Agreement.
7. Work Made for Hire
All work the Contractor performs under this Agreement shall be considered work made for hire, and shall be
the property of the City. The City shall own any and all data, documents, plans, copyrights, specifications,
working papers, and any other materials the Contractor produces in connection with this Agreement. On
completion or termination of the Agreement,the Contractor shall deliver these materials to the City.
8. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Agreement in full compliance with any and
all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory
body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws,
ordinances, rules, regulations,and policies now exist or may hereafter be amended or enacted. Contractor shall
procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local
government or governmental authority or this project, pay all charges and fees, and give all notices necessary
and incidental to the due and lawful execution of the work.
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Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal,
state, and local government or governmental authority or this project, pay all charges and fees, and give all
notices necessary and incidental to the due and lawful execution of the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License
and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington department of Revenue state excise tax
registration number, as required in Title 85 RCW if required by the Agreement.
c. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number
or other state-required license number. Contractor must not be disqualified from bidding on any
public works agreement under RCW 39.06.101 or 36.12.065(3).
d. Contractor must provide proof of a valid Washington Employment Security Department number as
required by Title 50 RCW.
e. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate
proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically
understood and agreed that any such corporation will promptly take all necessary measures to
become authorized to conduct business in the City of Yakima,at their own expense,without regard
to whether such corporation is actually awarded the agreement, and in the event that the award is
made, prior to conducting any business in the City.
9. Nondiscrimination Provision
During the performance of this Agreement, the Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national
origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political
affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington
State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et
seq.).
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.
In the event of the Contractor's noncompliance with the non-discrimination clause of this agreement or with
any such rules, regulations, or orders, this Agreement may be cancelled, terminated, or suspended in whole or
in part and the Contractor may be declared ineligible for any future City contracts.
10. Pay Transparency Nondiscrimination Provision:
The Contractor will not discharge or in any other manner discriminate against employees or applicants because
they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant.
However, employees who have access to the compensation information of other employees or applicants as a
part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who
do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal
complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or (c) consistent with the contractor's legal duty to furnish
information.
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11. Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to
persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the
City, its elected and appointed officials, officers, employees, agents, representatives, insurers,
attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims,
suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising
from or in connection with this Agreement or the acts, failures to act, errors or omissions of the
Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement, 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.
b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the
negligent acts and/or omissions of both the Contractor and the City, or their elected or appointed
officials, officers, employees, agents, attorneys or volunteers, pursuant to this Agreement, each
party shall be liable for its proportionate share of negligence for any resulting suit,judgment,action,
claim, demand, damages or costs and expenses, including reasonable attorneys'fees.
c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor
waives any immunity that may be granted to it under the Washington State industrial insurance act,
Title 51 RCW,solely for the purposes of this indemnification. Contractor's indemnification shall not
be limited in any way by any limitation on the amount of damages, compensation or benefits
payable to or by any third party under workers' compensation acts, disability benefit acts or any
other benefits acts or programs. Contractor shall require that its subcontractors, and anyone
directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may
be liable in connection with its performance of this Agreement, comply with the terms of this
paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for
actions brought by their respective employees. The Parties acknowledge that they have mutually
negotiated this waiver.
d. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Contractor and the City, the
Contractor's liability, including the duty and cost to defend, shall be only to the extent of the
Contractor's negligence.
e. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right
of indemnification in any third party.
f. The terms of this Section shall survive any expiration or termination of this Agreement.
12. Contractor's Liability Insurance
At all times during performance of the Services and this Agreement, Contractor shall secure and maintain in
effect insurance to protect the City and Contractor from and against any and 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 right to
require higher limits should it deem it necessary in the best interest of the public.
Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies
and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with
the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work.
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Failure of City to demand such verification of coverage with these insurance requirements or failure of City to
identify a deficiency from the insurance documentation provided shall not be construed as a waiver of
Contractor's obligation to maintain such insurance.
Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds
under this Agreement. Any insurance, self-insurance or insurance pool coverage maintained by the City shall
be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to
any settlements, defense costs,or other payments made by Contractor's insurance.
If at any time during the life of the Agreement, or any extension, Contractor fails to maintain the required
insurance in full force and effect, all work under the agreement shall be discontinued immediately. Any failure
to maintain the required insurance may be sufficient cause for the City to terminate the Agreement.
The following insurance is required:
a. Commercial Liability Insurance
Before this Agreement is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance and additional insured endorsements 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 Contractor carries higher
coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its
elected and appointed officials, employees, agents, attorneys and volunteers 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 Agreement. The certificate of insurance and additional insured endorsements shall name the
City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional
insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving
the City 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.The requirements contained herein, as well as
City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in
any manner limit or qualify the liabilities or obligations assumed by Contractor under this agreement.
b. Automobile Liability Insurance
Before this Agreement is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars
($2,000,000.00) per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the
Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents,
attorneys and volunteers 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 Agreement. The certificate of
insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed
officials,employees, agents, attorneys and volunteers as additional insureds,and shall contain a clause that the
insurer will not cancel or change the insurance without first giving the City 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. The requirements contained herein, as well as City of Yakima's review or acceptance of
insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities
or obligations assumed by Contractor under this agreement. The business auto liability shall include Hired and
Non-Owned coverage if necessary.
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c. Employer's Liability(Stop Gap)
Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation,
occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent
applicable,and shall maintain Employer's Liability insurance with a limit of no less than$1,000,000.00. The City
shall not be held responsible in any way for claims filed by Contractor or its employees for services performed
under the terms of this Agreement. Contractor agrees to assume full liability for all claims arising from this
Agreement including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to
ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance
requirements does not limit Contractor's liability or responsibility.
d. Professional Liability
The Contractor shall provide evidence of Professional Liability insurance covering professional errors and
omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability
insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit
bodily injury and property damage, and Two Million Dollars ($2,000,000.00) 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. The insurance shall be with an insurance company or companies rated A-VII or higher in
Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional
two years after the completion of this agreement. If insurance is on a claims made form, its retroactive date,
and that of all subsequent renewals, shall be no later than the effective date of this Agreement.
13. Severability
If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held
invalid, such invalidity shall not affect other terms,conditions or applications which can be given effect without
the invalid term,condition or application. To this end,the terms and conditions of this Agreement are declared
severable.
14. Termination
Either party may terminate this Agreement, with or without cause, upon thirty (30) days written notice to the
other party.
15. 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 agreement, 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 the afore mentioned methods are either 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.
16. Contractor Shall Furnish
Except as otherwise specifically provided in this Agreement, Contractor shall furnish the following, all as the
same may be required to perform and provide the services in accordance with the terms of this Agreement:
personnel, labor, products and supervision; and technical, professional and other services. All such services,
products, property and other items furnished or required to be furnished, together with all other obligations
performed or required to be performed, by Contractor under this Agreement are sometime collectively referred
to in this Agreement as the "(Services)."
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17. Complementary Provisions
All provisions of this Agreement 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 of this Agreement, but that are not expressly required, shall be
performed or furnished by Contractor as part of the services, without any increase in the compensation
otherwise payable under this Agreement.
18. Delegation of Professional Services
The services provided for herein shall be performed by Contractor,and no person other than regular associates
or employees of Contractor shall be engaged on such work or services. Contractor shall not (by agreement,
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 Contractor of its responsibility to perform the services in accordance with this Agreement.
Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees,
Contractor's subcontractors, and any other person who performs or furnishes any services (collectively, the
"Support").
Contractor shall perform the services in a timely manner and in accordance with the standards of the profession.
At the time of performance,Contractor shall be properly licensed,equipped,organized,and financed to perform
the services in accordance with this Agreement.
19. Licenses
If applicable,Contractor shall have a valid and current business license per Chapter 5.52 of the Yakima Municipal
Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be
obtained prior to the award of any agreement. Inquiries as to fees, etc., should be made to the Office of Code
Administration, telephone (509) 575-6121.
In addition, Contractors are required to be registered by the State per Chapter 18.85 of the Revised Code of
Washington.
20. Removal of Subcontractor
If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City
may request in writing that the subcontractor be removed. The Contractor shall comply with this request at
once and shall not employ the subcontractor for any further work/services under this Agreement.
21. Taxes and Assessments
Contractor shall be solely responsible for and shall pay all taxes, deductions,and assessments, 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 Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement,
Contractor shall pay the same before it becomes due.
22. Inspection: Examination of Records
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The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and
in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The
costs and obligations incurred or to be incurred in connection therewith,and any other matter are to be covered
by this Agreement.
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 Contractor of
responsibility for performance of the services in accordance with this Agreement, notwithstanding the City's
knowledge of defective or non-complying performance,its substantiality or the ease of its discovery. Contractor
shall provide the City sufficient, safe,and proper facilities and equipment for such inspection and free access to
such facilities.
23. Recordkeeping and Record Retention
The Contractor shall establish and maintain adequate records of all expenditures incurred under the agreement.
All records must be kept in accordance with generally accepted accounting procedures. All procedures must be
in accordance with federal, state and local ordinances.
The City shall have the right to audit, review,examine,copy,and transcribe any pertinent records or documents
relating to any agreement resulting from this proposal held by the Contractor. The Contractor will retain all
documents applicable to the agreement for a period of not less than three(3)years after final payment is made.
24. Confidential, Proprietary and Personally Identifiable Information
Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose
other than the limited purposes set forth in this Agreement, and all related and necessary actions taken in
fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence, and
shall not disclose such Confidential Information to any persons other than those directors, officers, employees,
and agents ("Representatives") who have a business-related need to have access to such Confidential
Information in furtherance of the limited purposes of this Agreement and who have been apprised of,and agree
to maintain,the confidential nature of such information in accordance with the terms of this Agreement.
Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain
the confidentiality of the Confidential Information while in its possession or control including transportation,
whether physically or electronically.
Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential
Information shall be reproduced by Contractor on any reproduction, modification, or translation of such
Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort to add
a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain
Confidential Information of the City, as directed.
Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the
date of termination of this Agreement, and shall return or destroy said Confidential Information as directed by
the City in writing.
Confidential information shall include any appraisal, feasibility study, environmental reports, inspections, or
other documents used or relied upon by the City in making offers,or throughout the purchase and sale process.
Contractor shall not disclose any Confidential Information to any party, including, but not limited to any sellers'
agent or any other agent as SVN Cascades,without prior written approval from the City,which can be provided
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through email correspondence. Violation of this provision is grounds for immediate termination of this
Agreement.
25. Provision of Services
The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance
with accepted industry practices, standards and legal requirements, and to the City 's satisfaction; the City
decision in that regard shall be final and conclusive.
26. Notice of Change in Financial Condition
If, during the Agreement Term,the Contractor experiences a change in its financial condition that may affect its
ability to perform under the Agreement, or experiences a change of ownership or control, the Contractor shall
immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change
of ownership or control shall be sufficient grounds for Agreement termination.
27. Assignment
This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in
part by Contractor 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 Contractor stated herein.
28. No Conflict of Interest
Contractor represents that it does 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 Agreement. Contractor
further covenants that it will not hire anyone or any entity having such a conflict of interest during the
performance of this Agreement.
Contractor further represents that it does not have any formal or informal agreement with any City of Yakima
personnel, employees, agents or volunteers wherein referrals are made to Contractor for real estate services
from said personnel, employee, agent or volunteer of the City in exchange for any thing of value. Contractor
does not have any personal interest or connection with any City employee, agent, personnel or volunteer that •
could lead to a conflict of interest.
Contractor shall disclose any possible conflict of interest for review of the City.
29. Agreement Preservation
If any provision of the Agreement, or the application of such provision,shall be rendered or declared invalid by
a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts
or portions of this Agreement shall remain in full force and effect.
30. Time is of the Essence
Timely provision of the services required under this Agreement shall be of the essence of the Agreement,
including the provision of the services within the time agreed or on a date specified herein.
31. Waiver of Breach
A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this
Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof.
Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or
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condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be
construed as a waiver or relinquishment of any such agreement,covenant, condition or right.
32. Integration
This Agreement represents the entire understanding of the City and Contractor as to those matters contained
herein. No prior oral or written understanding shall be of any force or effect with respect to those matters
covered herein. This Agreement may not be modified or altered except in writing signed by both parties.
33. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics,
war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City
immediately in writing of such pending or actual delay. Normally, in the event or any such delays(acts of God,
etc.)the date of delivery will be extended for a period equal to the time lost due to the reason for delay.
34. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.
35. Venue
The venue for any judicial action to enforce or interpret this Agreement shall lie in a court of competent
jurisdiction in Yakima County, Washington.
36. Authority
The person executing this Agreement, on behalf of Contractor, represents and warrants that he/she has been
fully authorized by Contractor to execute this Agreement on its behalf and to legally bind Contractor to all the
terms, performances and provisions of this Agreement.
37. Change or Notice
Any alterations, including changes to the nature of the service, made to the Agreement shall be rendered in writing and signed
by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the
general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be
made.
In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly
executed amendment.
Notice of Business Changes: Contractor shall notify the City in writing within three (3) business days of any change in
ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in
writing as soon as possible,and in no event later than three(3)business days, after any decision by the Contractor to change
or discontinue service that will affect services provided to the City under this Agreement.
The City shall have the right to renegotiate the terms and conditions of this Agreement to the extent required to accommodate
a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the
Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Agreement
impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Agreement shall be in
writing and sent to the parties at their addresses as follows:
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TO CITY: COPY TO: TO CONTRACTOR:
Project Manager Name Ken Davis
Title Title Managing Director
City of Yakima City of Yakima SVN Cascades, LLC
129 North 2"d Street 129 North 2nd Street 1200 Chesterly Drive, Ste. 100
Yakima WA, 98901 Yakima, WA 98901 Yakima, WA 98902
38. Survival
The foregoing sections of this Agreement, 1-51 inclusive, shall survive the expiration or termination of this
Agreement in accordance with their terms.
IN WITNESS WHEREOF,the parties hereto execute this Agreement as of the day and year first above written.
CITY OF YAKIMA KEN DAVIS,SVN CASCADES
By:
City Manager
Date: .-��
olcutjtQ , �O Date: April 26, 2022
CITY CONTRACT NO:2 / 2 ^08.3
RESOLUTION NO: n/GO Ken Davis, Managing Director SVN Cascades, LLC
Attest: (Print name)
1111
City Clerk /i ,, �:oZ
4�
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