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Home My WebLink AboutR-1994-076 Easton & Associates• t t 7(AH RESOLUTION NO. R-94 A RESOLUTION authorizing the City Manager and City Clerk of the City of Yakima to execute an agreement between the City of Yakima and Easton & Associates, Inc., d/b/a Property Counselors for the purpose of obtaining a marketing and financial analysis. WHEREAS, the City of Yakima desires a marketing and financial analysis for the potential expansion of the Yakima Center; WHEREAS, the City does not have staffing levels or specialized expertise to prepare the marketing and financial analysis, WHEREAS, Easton & Associates, Inc., d/b/a Property Counselors has experience and expertise necessary and is willing to perform a marketing and financial analysis for the said expansion in accordance with terms and conditions of the attached agreement; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Easton & Associates, Inc., d/b/a Property Counselors to utilize their expertise in accordance with the terms of the attached agreement, now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized and directed to execute the attached and incorporated "Professional Services Agreement" with Property Counselors for the purpose of obtaining a marketing and financial analysis for the potential expansion of the Yakima Center ADOPTED BY THE CITY COUNCIL this 2 1 day of JUN 1994. Qely-,Dve_./vIcte Mayor ATTEST r the- �•� S vac City Clerk Professional Services Agreement between the City of Yakima and Easton & Associates, Inc., d/b/a Property Counselors THIS AGREEMENT is made and entered into this . - day of 3u , 1994, by and between the City of Yakima, hereinafter the "City", and Easton & Associates, Inc., d/b/a Property Counselors, hereafter Property Counselors WHEREAS, the City needs professional services to do a marketing and financial analysis for the potential expansion of the Yakima Center WHEREAS, Property Counselors has the experience, expertise and professional staff to complete a marketing and financial analysis for the potential expansion of the Yakima Center NOW, THEREFORE, in consideration of the mutual convenants, promises, and agreements set forth herein, it is agreed by and between the City and Property Counselors as follows: 1. Services Property Counselors shall prepare and provide an analysis of existing information and recommendations as to whether the City should proceed with the expansion as planned. In furtherance thereof, Property Counselors shall complete the following tasks: a. Review all information provided by the City relevant to the proposed expansion. b. Review data on Washington association meeting market. c. Draw conclusions as to whether the available information supports the proposed expansion concept, whether the projected performance is realistic, and whether additional analysis should be conducted to support an alternative concept or revised performance projections. d. Meet with Review Committee to present conclusions. e. Prepare brief summary report 2. Property Rights All reports, exhibits, data and other work and materials prepared pursuant to this Agreement are, and shall remain, the property of the City. 1 3. Terms of Agreement Property Counselors shall commence services upon execution of this Agreement and shall complete all services and work required by this Agreement on or by August 31, 1994. Property Counselors shall make whatever time investments are necessary for the full completion of said services within said term. 4. Consideration In consideration of Property Counselor's performance of all terms and conditions of this Agreement, the City agrees to pay Property Counselors a total sum not to exceed Four Thousand Eight Hundred Dollars ($4,800.00). Payment is expressly conditioned upon Property Counselors providing satisfactory work and services to the City and corresponding documentation evidencing/describing said completed work and services to the City Community and Economic Development Director. 5. Status of Property Counselors Property Counselors and the City understand and expressly agree that Property Counselors is an independent contractor in the performance of each and every part of this Agreement. Property Counselors shall have no authority to nor shall Property Counselors represent that it has authorization to bind the City in any manner. Property Counselors and its employees shall make no claim of City employment nor shall claim any related employment benefits, social security, and/or retirement. 6. No Conflict of Interest Property Counselors represents that it or its employees 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 Agreement. Consultant further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 7. Taxes and Assessments Property Counselors shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to, federal income tax, withholding tax, social security tax, 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, Property Counselors shall pay the same before it becomes due. 2 8. Non -Discrimination During the performance of this Agreement, Property Counselors shall not discriminate on the basis of race, color, sex, religion, national origin, creed, marital status or the presence of any sensory, mental, or physical handicap. 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, and selection for training. 9. The Americans with Disabilities Act Property Counselors agrees to comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et. seq. (ADA), and its implementing regulations. 10. Compliance With Law Property Counselors 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. 11. No Insurance It is understood the City does not maintain liability insurance on Property Counselors and/or its employees. 12. Hold Harmless Property Counselors shall defend, indemnify, and hold harmless the City, its agents, officers, and employees from any and all liability or loss, and against all claims or actions based upon or arising out of damage or injury, including death, to persons or property caused by or sustained in connection with Property Counselor's performance of this Agreement. 13. Delegation of Professional Services Services provided for herein shall be performed by Property Counselors, and no person other than regular associates or employees of Property Counselors shall be engaged upon such work or services except upon written approval of the City. 14. Assignment This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Property Counselors to any other person or entity without the prior written consent of the City. In the event that 3 such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Property Counselors as stated herein. 15. Termination The City may terminate this Agreement, with or without cause, by giving Property Counselors ten (10) days written notice of termination. 16. Damages If for any reason Property Counselors fails to provide the services and work as specified in this Agreement and the City is forced to secure such services and work from another party or entity, Property Counselors shall be liable for any and all additional expenses to fulfill its obligation to the City under this Agreement. This provision shall not serve as a limitation upon other damages that may be available to the City pursuant to statutory and/or common law. 17. Severability If any portion of the Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 18. Integration This written document constitutes the entire agreement between the parties. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 19. Notices Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties at their addresses as follows: To City: To Contractor Community & Economic Development Director City of Yakima 129 North 2nd Street Yakima, WA 98901 EASTON & ASSOCIATES, INC., d/b/a Property Counselors Real Estate Research & Appraisal 1221 Second Ave, Suite 310 Seattle, Wa 98101 or to such addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid. Such 4 notices shall be deemed effective when mailed or hand -delivered at the addresses specified above. 20. Governing Law This Agreement shall be governed and construed in accordance with laws of the State of Washington. 21. Attorneys' Fees In the event that any suit or action is instituted by either party to enforce compliance with or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to collect, in addition to necessary court costs, such sums as the court may adjudge as reasonable attorneys' fees. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA EASTON & ASSOCIATES, INC., d/b/a Property Counselors By: By: R. A. Zai Jr. City Manager Its: ATTEST: City Clerk State of Washington County of Yakima . ss. CITY CONTRACT NO. of Li " 4 I certify that I know or have satisfactory evidence that,-' P . is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the = of Easton & Associates, Inc., d/b/a Property Counselors to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. tole gestelo DATED: :7:7-,_ VA o r14;:** ® "N y` NOT-AitX, PTOPE4 in and for the ,vrO't A04on, residing at .. O 1VI'ltoannt!sion expires:. 5