HomeMy WebLinkAboutSH&H Valuation and Consulting - 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 three properties to the east of the Yakima Convention
and Event Center between North 8th Street and North 9th Street, and East Yakima Avenue
and Staff Sgt. Pendleton Way, all currently vacant and being used for surface parking. The
Yakima County Assessor's Tax Parcel Numbers for the three properties are 191319-12566
(approximately 0.93 acre); 191319-12565 (approximately 0.45 acre); and 181319-12564
(approximately 0.60 acre). The City, is evaluating the possibility of marketing and selling
this land for development of commercial uses, including, but not limited to a hotel.
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
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.
Professional Services Contract Between
City of Yakima and SH&H—Page 1
Section 2. Period of Performance and Term
2.1 The parties agree that the appraisal will be completed and provided to the City on or before
August 31, 2022.
2.2 The Term of this Agreement shall expire on December 31, 2022.
Section 3. Compensation
3.1 As full compensation for satisfactory performance of the Services, the City shall pay
Appraiser for his services in an amount no greater than Seven Thousand Dollars
($7,000.00).
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.
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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-
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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
City of Yakima
City Hall-First Floor
129 North Second Street
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 OF YAKIMA SH&H VALUATION AND CONSULTING
C26-4
By By
Robert Harrison, City Manager Chad Johnson
Date: 2` S Date: "1J2 1 - 2 0
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City Clerk �i * AN ,,, •
City Contract No.:2022,- 13
Resolution No.: rvG
Professional Services Contract Between
City of Yakima and SH&H-Page 7