HomeMy WebLinkAboutContractCAG-20-129
AGREEMENT FOR APPRAISAL ARBITRATION SERVICES
THIS AGREEMENT, dated May 22, 2020 for reference purposes only, is by and between the City
of Renton (the "City"), a Washington municipal corporation, and CBRE, Inc. ("Consultant"), a
Delaware corporation. The City and the Consultant are referred to collectively in this Agreement
as the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last date
signed by both parties.
1. Scope of Work: Consultant agrees to provide appraisal arbitration services on a leasing
matter involving the Renton Municipal Airport as specified in Exhibit A, which is attached
and incorporated herein and may hereinafter be referred to as the "Work."
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually
agreed by the Parties
3. Time of Performance: Consultant shall commence performance of the Agreement upon
the effective date of this Agreement. No work shall be performed more than ninety (90)
days after the effective date of this Agreement.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $2,500, plus any applicable state and local sales taxes.
Compensation shall be paid based upon Work actually performed according to the
rate(s) or amounts specified in Exhibit A. The Consultant agrees that any hourly or flat
rate charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided
herein, the Consultant shall be solely responsible for payment of any taxes imposed
as a result of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant's performance does not meet the requirements
of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
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Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City's or other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/orto comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys' fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
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employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless: Each Party agrees to release, indemnify, defend, and hold harmless the
other Party, its elected officials, employees, officers, representatives, volunteers, and
agents from any and all claims, demands, actions, suits, causes of action, arbitrations,
mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines,
fees, penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses
to or by any and all persons or entities, arising from, resulting from, or related to personal
injury, death or tangible property damage resulting from the negligent acts, errors or
omissions of the indemnifying Party in its performance of this Agreement or a breach of
this Agreement by the indemnifying Party, except for that portion of the claims caused
by the indemnified Party's negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate...) 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
Consultant and the City, its officers, officials, employees and volunteers, the indemnifying
Party's liability shall be only to the extent of its negligence.
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It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's performance of the Work.
12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
htt www.rentonwa. ov cros One.as x? ortalld=7922741& a eld=9824882
Information regarding State business licensing requirements can be found at:
httx.//dor.wa.gov/doing-business/register-my-business
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non -owned, leased, hired
or non -owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Jason Anderson, Interim Airport Manager
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-7476
JTAnderson@rentonwa.gov
CONSULTANT
Mitch Olsen, MAI / Vice President
1420 5th Avenue, Suite 1700
Seattle, WA 98101
Phone: (206) 292-6171
Mitchell.Olsen@cbre.com
Fax: (206) 292-1600
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
18. Miscellaneous: The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
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Consultant employs, sub -contracts, or otherwise assigns the responsibiIityto perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management. The City's project manager is Jason
Anderson, Interim Airport Manager. In providing Work, Consultant shall coordinate
with the City's contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
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Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
K. Third -Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
t
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CITY OF RENTON
L441 k d —)
Martin Pastucha
Public Works Administrator
7-1-2020
CONSULTANT
By:
Mitch Olsen, MAI
Vice President
Date Date
Approved as to Legal Form
By:
Approved by Leslie Clark via 6/ 19/2020 email
Shane Moloney
City Attorney
Ccntract Template Updated 03/12/2019
PAGE 10 OF 10
May 19, 2020
Jason Anderson, CM
Assistant Airport Manager
RENTON MUNICIPAL AIRPORT
616 W. Perimeter Road, Unit A
Renton, WA 98057
Phone: 206.200.681 1
Email: JTAnderson@Rentonwa.gov
CBRE, Inc.
1420 Fifth Avenue, Suite 1700
Seattle, WA 98101
vvww.cbre.us/voluation
Mitchell Olsen, MAI
Vice President
EXHIBIT A
RE: Assignment Agreement - Ground Rent Determination - Arbitration
Renton Airport, 616 W. Perimeter Road
Renton, WA 98057
Dear Mr. Anderson:
We are pleased to submit this proposal and our Terms and Conditions for this assignment.
PROPOSAL SPECIFICATIONS
Purpose: To estimate the Market Rent of the underlying land of the
referenced real estate
Premise: As Is per the terms of the in -place lease, as applicable
Rights Appraised: Fee Simple/Leased Fee.
Intended Use: Lease renewal negotiations and possible arbitration/litigation
support purposes
Intended User: The intended user is RENTON MUNICIPAL AIRPORT ("Client"),
and such other parties and entities (if any) expressly recognized by
CBRE as "Intended Users" (as further defined herein).
Reliance: Reliance on any reports produced by CBRE under this Agreement
is extended solely to parties and entities expressly acknowledged
in a signed writing by CBRE as Intended Users of the respective
reports, provided that any conditions to such acknowledgement
required by CBRE or hereunder have been satisfied. Parties or
entities other than Intended Users who obtain a copy of the report
or any portion thereof (including Client if it is not named as an
Intended User), whether as a result of its direct dissemination or
by any other means, may not rely upon any opinions or
conclusions contained in the report or such portions thereof, and
CBRE will not be responsible for any unpermitted use of the
report, its conclusions or contents or have any liability in
connection therewith.
Inspection:
CBRE will conduct a physical inspection of the exterior of the
subject property. The interior of any improvements (if any) will not
be inspected.
Valuation Approaches:
Land value will be established, and a market rental rate will be
applied. The valuation approaches will comply with the terms of
the leases in place, as applicable.
Report Type:
Fair market rent conclusion in letter format
Appraisal Standards:
USPAP
Appraisal Fee:
$2,500 for deliverable. Assistance in arbitration meetings,
meeting preparation, consulting, or other similar work beyond
standard process will charged on an hourly basis, plus expenses.
The hourly rate for Mitchell Olsen, MAI is $350 per hour. For
Managing Director (MAI) services, the hourly rate would be $450
per hour. If hourly services are performed by non-MAI appraisers,
the hourly rate is $250 per hour.
Expenses:
Fee includes all associated expenses
Retainer:
A retainer of the total Fee is required
Payment Terms:
Final payment is due upon delivery of the final report or within
thirty (30) days of your receipt of the draft report, whichever is
sooner. The fee is considered earned upon delivery of the draft
report.
We will invoice you for the assignment in its entirety at the
completion of the assignment.
Delivery Instructions: CBRE encourages our clients to join in our environmental
sustainability efforts by accepting an electronic copy of the report.
An Adobe PDF file via email will be delivered to
JTAnderson@Rentonwo.gov.
Delivery Schedule:
Final Report: 15 business days (approximately three calendar weeks) after the
Start Date
Start Date: The appraisal process will start upon receipt of your signed
agreement, the retainer, and the property specific data.
Acceptance Date: These specifications are subject to modification if this proposal is
not accepted within three business days from the date of this
letter.
www.cbre.us/valuation CBRE
Market Volatility:
The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organisation as a
global pandemic on the 1 1 th March 2020, is causing heightened uncertainty in both local and global
market conditions. Our valuation is based on the information available to us at the date of valuation.
You acknowledge that our reports may include clauses highlighting heightened uncertainty if
appropriate, and we recommend our valuation is kept under frequent review.
Both governments and companies are initiating travel restrictions, quarantine and additional safety
measures in response to the COVID-19 pandemic. If, at any point, our ability to deliver the services
under this LOE are restricted due to the pandemic, we will inform you within a reasonable timeframe
and work with you on how to proceed. Whilst we will endeavour to meet the required timeframe for
delivery, you acknowledge any Government or company -imposed restrictions due to the virus may
impede our ability to meet the timeframe and/or deliverables of this engagement, and delays may
follow. Any delays or inability to deliver on this basis would not constitute a failure to meet the terms of
this engagement.
When executed and delivered by all parties, this letter, together with the Terms and Conditions and the
Specific Property Data Request attached hereto and incorporated herein, will serve as the Agreement for
appraisal services by and between CBRE and Client. Each person signing below represents that it is
authorized to enter into this Agreement and to bind the respective parties hereto.
We appreciate this opportunity to be of service to you on this assignment. If you have additional
questions, please contact us.
Sincerely,
CBRE, Inc.
Valuation & Advisory Services
Mitchell Olsen, MAI
Vice President
As Agent for CBRE, Inc.
T 206.292.6171
mitchell.olsen@cbre.com
CBRE
AGREED AND ACCEPTED
FOR RENTON MUNICIPAL AIRPORT ("CLIENT"):
Signature Date
Jason Anderson, CM Assistant Airport Manager
Name Title
206.200.6811 JTAnderson@Rentonwa.gov
Phone Number E-Mail Address
www.cbre.uslvaluation C E R E
TERMS AND CONDITIONS
1. The Terms and Conditions herein are part of an agreement for appraisal services (the "Agreement" ) between
CBRE, Inc. (the "Appraiser") and the client signing this Agreement, and for whom the appraisal services will be
performed (the "Client"), and shall be deemed a part of such Agreement as though set forth in full therein. The
Agreement shall be governed by the laws of the state where the appraisal office is located for the Appraiser
executing this Agreement.
2. Client shall be responsible for the payment of all fees stipulated in the Agreement. Payment of the appraisal fee
and preparation of an appraisal report (the "Appraisal Report, or the "report") are not contingent upon any
predetermined value or on an action or event resulting from the analyses, opinions, conclusions, or use of the
Appraisal Report. Final payment is due as provided in the Proposal Specifications Section of this Agreement. If a
draft report is requested, the fee is considered earned upon delivery of the draft report. It is understood that the
Client may cancel this assignment in writing at any time prior to delivery of the completed report. In such event,
the Client is obligated only for the prorated share of the fee based upon the work completed and expenses
incurred (including travel expenses to and from the job site), with a minimum charge of $500. Additional copies
of the Appraisal Reports are available at a cost of $250 per original color copy and $100 per photocopy (black
and white), plus shipping fees of $30 per report.
3. If Appraiser is subpoenaed or ordered to give testimony, produce documents or information, or otherwise required
or requested by Client or a third party to participate in meetings, phone calls, conferences, litigation or other legal
proceedings (including preparation for such proceedings) because of, connected with or in any way pertaining to
this engagement, the Appraisal Report, the Appraiser's expertise, or the Property, Client shall pay Appraiser's
additional costs and expenses, including but not limited to Appraiser's attorneys' fees, and additional time incurred
by Appraiser based on Appraiser's then -prevailing hourly rates and related fees. Such charges include and
pertain to, but are not limited to, time spent in preparing for and providing court room testimony, depositions,
travel time, mileage and related travel expenses, waiting time, document review and production, and preparation
time (excluding preparation of the Appraisal Report), meeting participation, and Appraiser's other related
commitment of time and expertise. Hourly charges and other fees for such participation will be provided upon
request. In the event Client requests additional appraisal services beyond the scope and purpose stated in the
Agreement, Client agrees to pay additional fees for such services and to reimburse related expenses, whether or
not the completed report has been delivered to Client at the time of such request.
4. Appraiser shall have the right to terminate this Agreement at any time for cause effective immediately upon written
notice to Client on the occurrence of fraud or the willful misconduct of Client, its employees or agents, or without
cause upon 5 days written notice.
5. In the event Client fails to make payments when due then, from the date due until paid, the amount due and
payable shall bear interest at the maximum rate permitted in the state where the office is located for the Appraiser
executing the Agreement. In the event either party institutes legal action against the other to enforce its rights
under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and expenses.
Each party waives the right to a trial by jury in any action arising under this Agreement.
6. Appraiser assumes there are no major or significant items or issues affecting the Property that would require the
expertise of a professional building contractor, engineer, or environmental consultant for Appraiser to prepare a
valid report. Client acknowledges that such additional expertise is not covered in the Appraisal fee and agrees
that, if such additional expertise is required, it shall be provided by others at the discretion and direction of the
Client, and solely at Client's additional cost and expense.
7. In the event of any dispute between Client and Appraiser relating to this Agreement, or Appraiser's or Client's
performance hereunder, Appraiser and Client agree that such dispute shall be resolved by means of binding
arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and
judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction.
Depositions may be taken and other discovery obtained during such arbitration proceedings to the same extent as
authorized in civil judicial proceedings in the state where the office of the Appraiser executing this Agreement is
located. The arbitrator shall be limited to awarding compensatory damages and shall have no authority to award
punitive, exemplary or similar damages. The prevailing party in the arbitration proceeding shall be entitled to
recover its expenses from the losing party, including costs of the arbitration proceeding, and reasonable attorney's
fees. Client acknowledges that Appraiser is being retained hereunder as an independent contractor to perform the
services described herein and nothing in this Agreement shall be deemed to create any other relationship between
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Client and Appraiser. This engagement shall be deemed concluded and the services hereunder completed upon
delivery to Client of the Appraisal Report discussed herein.
8. All statements of fact in the report which are used as the basis of the Appraisers analyses, opinions, and
conclusions will be true and correct to Appraisers actual knowledge and belief. Appraiser does not make any
representation or warranty, express or implied, as to the accuracy or completeness of the information or the
condition of the Property furnished to Appraiser by Client or others. TO THE FULLEST EXTENT PERMITTED BY
LAW, APPRAISER DISCLAIMS ANY GUARANTEE OR WARRANTY AS TO THE OPINIONS AND CONCLUSIONS
PRESENTED ORALLY OR IN ANY APPRAISAL REPORT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
FITNESS FOR ANY PARTICULAR PURPOSE EVEN IF KNOWN TO APPRAISER. Furthermore, the conclusions and
any permitted reliance on and use of the Appraisal Report shall be subject to the assumptions, limitations, and
qualifying statements contained in the report.
9. Appraiser shall have no responsibility for legal matters, including zoning, or questions of survey or title, soil or
subsoil conditions, engineering, or other similar technical matters. The report will not constitute a survey of the
Property analyzed.
10. Client shall provide Appraiser with such materials with respect to the assignment as are requested by Appraiser
and in the possession or under the control of Client. Client shall provide Appraiser with sufficient access to the
Property to be analyzed, and hereby grants permission for entry unless discussed in advance to the contrary.
11. The data gathered in the course of the assignment (except data furnished by Client) and the report prepared
pursuant to the Agreement are, and will remain, the property of Appraiser. With respect to data provided by
Client, Appraiser shall not violate the confidential nature of the Appraiser -Client relationship by improperly
disclosing any proprietary information furnished to Appraiser. Notwithstanding the foregoing, Appraiser is
authorized by Client to disclose all or any portion of the report and related data as may be required by statute,
government regulation, legal process, or judicial decree, including to appropriate representatives of the Appraisal
Institute if such disclosure is required to enable Appraiser to comply with the Bylaws and Regulations of such
Institute as now or hereafter in effect.
12. Unless specifically noted, in preparing the Appraisal Report the Appraiser will not be considering the possible
existence of asbestos, PCB transformers, or other toxic, hazardous, or contaminated substances and/or
underground storage tanks (collectively, "Hazardous Material) on or affecting the Property, or the cost of
encapsulation or removal thereof. Further, Client represents that there is no major or significant deferred
maintenance of the Property that would require the expertise of a professional cost estimator or contractor. If such
repairs are needed, the estimates are to be prepared by others, at Client's discretion and direction, and are not
covered as part of the Appraisal fee.
13. In the event Client intends to use the Appraisal Report in connection with a tax matter, Client acknowledges that
Appraiser provides no warranty, representation or prediction as to the outcome of such tax matter. Client
understands and acknowledges that any relevant taxing authority (whether the Internal Revenue Service or any
other federal, state or local taxing authority) may disagree with or reject the Appraisal Report or otherwise disagree
with Client's tax position, and further understands and acknowledges that the taxing authority may seek to collect
additional taxes, interest, penalties or fees from Client beyond what may be suggested by the Appraisal Report.
Client agrees that Appraiser shall have no responsibility or liability to Client or any other party for any such taxes,
interest, penalties or fees and that Client will not seek damages or other compensation from Appraiser relating to
any such taxes, interest, penalties or fees imposed on Client, or for any attorneys' fees, costs or other expenses
relating to Client's fax matters.
14. Appraiser shall have no liability with respect to any loss, damage, claim or expense incurred by or asserted against
Client arising out of, based upon or resulting from Client's failure to provide accurate or complete information or
documentation pertaining to an assignment ordered under or in connection with this Agreement, including Client's
failure, or the failure of any of Client's agents, to provide a complete copy of the Appraisal Report to any third
party.
15. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT ARISING FROM SECTION 16 BELOW, OR SECTION 17 IF
APPLICABLE, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATE, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO THE OTHER, WHETHER BASED IN CONTRACT,
WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE, FOR ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, AND AGGREGATE DAMAGES IN
CONNECTION WITH THIS AGREEMENT FOR EITHER PARTY (EXCLUDING THE OBLIGATION TO PAY THE FEES
REQUIRED HEREUNDER) SHALL NOT EXCEED THE GREATER OF THE TOTAL FEES PAYABLE TO APPRAISER
UNDER THIS AGREEMENT OR TEN THOUSAND DOLLARS ($10,000). THIS LIABILITY LIMITATION SHALL NOT
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APPLY IN THE EVENT OF A FINAL FINDING BY AN ARBITRATOR OR A COURT OF COMPETENT JURISDICTION
THAT SUCH LIABILITY IS THE RESULT OF A PARTY'S FRAUD OR WILLFUL MISCONDUCT.
16. Client shall not disseminate, distribute, make available or otherwise provide any Appraisal Report prepared
hereunder to any third party (including without limitation, incorporating or referencing the Appraisal Report , in
whole or in part, in any offering or other material intended for review by other parties) except to (i) any third party
expressly acknowledged in a signed writing by Appraiser as an "Intended User" of the Appraisal Report provided
that either Appraiser has received an acceptable release from such third party with respect to such Appraisal
Report or Client provides acceptable indemnity protections to Appraiser against any claims resulting from the
distribution of the Appraisal Report to such third party, (ii) any third party service provider (including rating
agencies and auditors) using the Appraisal Report in the course of providing services for the sole benefit of an
Intended User, or (iii) as required by statute, government regulation, legal process, or judicial decree. In the event
Appraiser consents, in writing, to Client incorporating or referencing the Appraisal Report in any offering or other
materials intended for review by other parties, Client shall not distribute, file, or otherwise make such materials
available to any such parties unless and until Client has provided Appraiser with complete copies of such materials
and Appraiser has approved all such materials in writing. Client shall not modify any such materials once
approved by Appraiser. In the absence of satisfying the conditions of this paragraph with respect to a party who is
not designated as an Intended User, in no event shall the receipt of an Appraisal Report by such party extend any
right to the party to use and rely on such report, and Appraiser shall have no liability for such unauthorized use
and reliance on any Appraisal Report. In the event Client breaches the provisions of this paragraph, Client shall
indemnify, defend and hold Appraiser, and its affiliates and their officers, directors, employees, contractors, agents
and other representatives (Appraiser and each of the foregoing an "Indemnified Party" and collectively the
"Indemnified Parties"), fully harmless from and against all losses, liabilities, damages and expenses (collectively,
"Damages") claimed against, sustained or incurred by any Indemnified Party arising out of or in connection with
such breach, regardless of any negligence on the part of any Indemnified Party in preparing the Appraisal Report.
17. Furthermore, Client shall indemnify, defend and hold each of the Indemnified Parties harmless from and against
any Damages in connection with (i) any transaction contemplated by this Agreement or in connection with the
appraisal or the engagement of or performance of services by any Indemnified Party hereunder, (ii) any Damages
claimed by any user or recipient of the Appraisal Report, whether or not an Intended User, (iii) any actual or
alleged untrue statement of a material fact, or the actual or alleged failure to state a material fact necessary to
make a statement not misleading in light of the circumstances under which it was made with respect to all
information furnished to any Indemnified Party or made available to a prospective party to a transaction, or (iv) an
actual or alleged violation of applicable law by an Intended User (including, without limitation, securities laws) or
the negligent or intentional acts or omissions of an Intended User (including the failure to perform any duty
imposed by law); and will reimburse each Indemnified Party for all reasonable fees and expenses (including fees
and expenses of counsel) (collectively, "Expenses") as incurred in connection with investigating, preparing,
pursuing or defending any threatened or pending claim, action, proceeding or investigation (collectively,
"Proceedings") arising therefrom, and regardless of whether such Indemnified Party is a formal party to such
Proceeding. Client agrees not to enter into any waiver, release or settlement of any Proceeding (whether or not
any Indemnified Party is a formal party to such Proceeding) without the prior written consent of Appraiser (which
consent will not be unreasonably withheld or delayed) unless such waiver, release or settlement includes an
unconditional release of each Indemnified Party from all liability arising out of such Proceeding.
18. Time Period for Legal Action. Unless the time period is shorter under applicable law, except in connection with
paragraphs 16 and 17 above, Appraiser and Client agree that any legal action or lawsuit by one party against the
other party or its affiliates, officers, directors, employees, contractors, agents, or other representatives, whether
based in contract, warranty, indemnity, negligence, strict liability or other tort or otherwise, relating to (a) this
Agreement or the Appraisal Report, (b) any services or appraisals under this Agreement or (c) any acts or conduct
relating to such services or appraisals, shall be filed within two (2) years from the date of delivery to Client of the
Appraisal Report to which the claims or causes of action in the legal action or lawsuit relate. The time period
stated in this section shall not be extended by any incapacity of a party or any delay in the discovery or accrual of
the underlying claims, causes of action or damages.
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From: Jim Seitz
To: Kelsey Marshall
Cc: ]ason Anderson
Subject: Re: Professional Services Contract with CBRE, Inc.
Date: Wednesday, June 24, 2020 9:04:06 AM
You have my concurrence. Thanks Jim
Sent from my Veri�on Motorola Droid
On Jun 23, 2020 12:22 PM, Kelsey Marshall <KMarshall@Rentonwa.gov> wrote:
This is ready for your concurrence