HomeMy WebLinkAboutColliers International Valuation & Advisory Services, LLC - PSA for East UGA Expansion LID7/21/2023
Evan Ranes MAI, ASA, R/W-CA
Managing Director I Las Vegas
Mobile +1 702 241 4313
evan.ranes@colliers.com
Steve Worley
Public Works Director
City of Pasco
525 N Third Avenue
Pasco, WA 99301
509-543-5738
worleys@pasco-wa.gov
RE: East UGA Expansion LID
Dear Steve Worley:
Thank you for considering Colliers International Valuation & Advisory Services, LLC for the assignment identified in the
below stated Professional Service Agreement. Please sign one copy of the agreement and return it to me, thereby
indicating your authorization for us to proceed with this assignment and your acceptance of the attached Terms and
Conditions.
PROFESSIONAL SERVICE AGREEMENT
('Agreement")
Project East UGA Expansion LID ("Property")
Location E/S N Rd 68, N/S Powerline Rd, Pasco, WA
Project Description Benefits accruing to roughly 1,100 acres due to a proposed public works project that includes extension of
sewer trunk line.
Parties Colliers International Valuation & Advisory Services, LLC ("CIVAS") and City of Pasco (herein at times
referred to as "Client")
Intended User The appraisal will be prepared for City of Pasco. Intended users include the Client and its consultants.
Intended Use The report to be performed under this Agreement ("Appraisal") is intended to satisfy debt issuance
documentation and provide a third -party opinion of value of land before and after improvements (benefit).
The report will be provided to debt issuance consultants and prospective investors. The report will be a
public document under Washington's Public Records Act and may be produced for other purposes.
Purpose Market Value
Type of Appraisal CIVAS will produce a Restricted Appraisal Report in which the appraiser's analysis and conclusions will be
stated within this document.
Rights Appraised Fee Simple
Date of Value July 2023
Accelerating success.
Scope of Work
CIVAS and/or its designated affiliate will provide the Appraisal in accordance with USPAP and the Code of
Ethics and Certifications Standards of the Appraisal Institute and State Licensing Laws. CIVAS will research
relevant market data and perform analysis to the extent necessary to produce credible appraisal results.
Based on our discussions with the Client, the Client has requested the following valuation scenarios:
> Value of the Benefits due to the proposed LID
CIVAS anticipates developing the following valuation approaches:
> Land Value (aggregate) With and Without the LID Benefit
No physical inspection of the subject property will be performed.
The scope of work will be included in the Appraisal. A copy of the Assumptions and Limiting Conditions,
which appear in the Appraisal, is available upon request.
Delivery
Delivered Two (2) weeks from the date of authorization and receipt of property specific information.
Professional Fee
$10,000
Expenses
Fees include all associated expenses.
No. of Reports
One (1) Electronic Appraisal.
No printed copies will be delivered to the client.
Retainer
CIVAS will invoice for work performed.
To Pay by Check_
Please remit all payments to
Colliers International Valuation & Advisory Services
6795 Agilysys Way, Suite 210
Las Vegas, NV 89113
**Please include the project title on the memo line**
Wire Instructions:
JP Morgan Chase Bank, NA
Chicago, IL
70-2322/719
Account Name: Colliers International Valuation & Advisory Services, LLC
Account No. 899559074
ABA No. 021000021
ACH Payment Transit Routing Number: 071000013
Swift code for International Wires ONLY: CHASUS33
**Please include the project title in addenda/memo payment information**
Please send notification to CIVASAccounting@colliers.com when payment has been sent.
Payment Terms CIVAS will invoice Client for the Appraisal in its entirety (Less Retainer) at the delivery of the report. When
a full retainer has been paid, invoice and amount due are $0. Final payment is due and payable within
five (5) business days upon delivery of the electronic copy of the report or within thirty (30) days of your
receipt of the report, whichever is sooner. If for any reason the client cancels the work before work was
completed or for reasons beyond Colliers' control, then the client would pay for an agreed amount for work
completed.
Acceptance Date These specifications are subject to modification if this Agreement is not accepted within three (3) business
days from the date of this letter.
Terms and Conditions
The attached Terms and Conditions and Specific Property Data Request are deemed a part of this Agreement as though set forth in
full herein. The following is a list of information needed to begin and complete our analysis. The Client signing this Agreement or the
party sending the specific property data certifies that all the information provided is accurate and complete as of the date of this
request, and that any updates, revisions or additional relevant information that comes into control or possession of the Client prior to
the date on which the Appraisal is delivered shall be provided to CIVAS immediately. Please forward with the Agreement or as soon
as possible.
> Itemized list of all properties (APN, area, ownership, > Description of LID
zoning) > Improvements being made
> Owner Contacts > Cost of Improvements (including soft costs chargeable to
> Developer Contacts the LID)
In addition to the items requested above, please forward any additional materials you would consider relevant in the
analysis of the subject property.
The Appraisal is for the sole use of the Client; however, Client may provide only complete, final copies of the Appraisal report in its
entirety (but not component parts) to third parties who shall review such reports in connection with the stated Intended Use. CIVAS
is not required to explain or testify as to appraisal results other than to respond to the Client for routine and customary questions.
CIVAS hereby expressly grants to client the right to copy the Appraisal and distribute it to officers and employees of client and to
your accountants/auditors in its entirety (but not component parts) without the need to provide CIVAS with an Indemnification
Agreement and/or Non -Reliance letter.
If you have questions regarding the enclosed, please feel free to contact me. CIVAS appreciates this opportunity to be of service to
you on this assignment and looks forward to serving you. If you have additional questions, please contact us.
I, Steve Wgrley on behalf of the City of P co, agree to the above stated terms and authorize Colliers International Valuation &
Advisory o p r he a ve erence ppraisal.
te:
Steve Worley
Public Works Director
City of Pasco
Respectfully,
Colliers International Valuation & Advisory Services, LLC
AE&U, �'
Evan Ranes MAI, ASA, R/W-CA
Managing Director I Las Vegas
Mobile +1 702 241 4313
evan.ranes@colliers.com
Terms and Conditions
"T&C"
1) The Appraisal will be subject to Colliers International Valuation & Advisory Services, LLC's ("CIVAS") Assumptions and Limiting
Conditions that are incorporated into each appraisal, and any Extraordinary Assumptions and Hypothetical Conditions that may
be incorporated into each appraisal.
2) Any capitalized, non -defined words shall have the same meaning as defined in the Agreement to which these T&Cs are attached.
3) Client is defined as the party signing the Agreement and shall be responsible for payment of the fees stipulated in the
Agreement. Payment of the fee for the Appraisal is not contingent on the appraised value(s) or the outcome of the report(s).
Additional fees will be charged on an hourly basis for any work that may exceed the scope of this proposal, including performing
additional valuation scenarios, additional research, and conference calls, meetings, deposition preparation, deposition, trial
testimony or travel that may exceed the time allotted by CIVAS for an assignment of this nature. If CIVAS is requested to cease
working on the Appraisal for any reason prior to the completion of the appraisal(s), CIVAS will be entitled to bill the Client for
the time spent to date at CIVAS' hourly rates for the personnel involved. The Client will be billed a minimum $500 or at a rate
of $250 per hour for associate time, $300 per hour for valuation services director, $450 per hour for managing director, and
$500 per hour for executive managing director. If the Client delays completion of the assignment beyond ninety (90) days, the
fee may be renegotiated. This may result in the total fee exceeding the original agreed fee agreed upon cost.
4) Client agrees to pay all fees and expenses, including attorney's fees, incurred by CIVAS in connection with the collection or
attempted collection of the fees and expenses. In the event Client fails to make payments when due and payable, the amount
due shall bear interest at 1.5% per month or the maximum rate permitted in the state in which the CIVAS office executing the
Agreement is located, whichever is lesser.
5) The fee is due upon delivery of the final report or within thirty (30) days of your receipt of the draft report, whichever is sooner.
If a draft is requested, the fee is considered earned upon delivery of our draft report.
6) In the event that either party commences any legal action relating to the provisions of the Agreement, including collection, the
prevailing party shall be entitled to its actual attorneys' fees and costs. The Agreement shall be governed by and construed in
accordance with the laws of the state where the CIVAS office executing the Agreement is located. The venue of any action
arising out of the Agreement shall be the county where the CIVAS office executing the Agreement is located. Client will have up
to thirty (30) days from receipt of the Draft Appraisal to review and communicate its review to CIVAS. CIVAS reserves the right
to bill Client for additional appraisal efforts that may arise from the Client not responding within with this time period.
7) CIVAS does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information
or the state of affairs of the Property furnished to CIVAS by Client. In the event that any such information is inaccurate,
misleading or incomplete, CIVAS shall have no responsibility or liability for any matters relating thereto (whether to the Client or
to any third party).
8) CIVAS shall have no responsibility for legal matters, questions of survey or title, soil or subsoil conditions, engineering, or other
similar technical matters. The Appraisal will not constitute a survey of the Property analyzed.
9) Client shall provide CIVAS with such materials with respect to the Appraisal as requested by CIVAS and which are in the
possession or under the control of Client. Client shall provide CIVAS with sufficient access to the Property to be analyzed and
hereby grants permission for entry, unless discussed in advance to the contrary.
10) The data gathered in the course of the Appraisal (except data furnished by Client) and the Appraisal prepared pursuant to the
Agreement are, and will remain, the property of CIVAS. With respect to data provided by Client, such data shall be confidential,
and CIVAS shall not disclose any information identified as confidential furnished to CIVAS. Notwithstanding the foregoing,
CIVAS is authorized by Client to disclose all or any portion of the Appraisal and the related data to appropriate representatives of
the Appraisal Institute if such disclosure is required to enable CIVAS to comply with the Bylaws and Regulations of such Institute
as now or hereafter in effect.
11) Unless specifically noted, CIVAS does not assume any duty to analyze or examine the Property or adjacent property for the
possible presence of toxic and/or hazardous substances or materials (including but not exclusive to asbestos, PCB transformers,
or other toxic, hazardous, or contaminated substances and/or underground storage tanks (hazardous material), or the cost of
encapsulation or removal thereof) and accepts no liability regarding the issue. If such materials exist, CIVAS defers to the
expertise of professionals specifically trained in analyzing the cost to remediate, which will not be a part of the appraisal fee
proposal. The Appraisal will contain a comprehensive disclaimer to this effect.
12) CIVAS understands that there is no major or significant deferred maintenance in the Property which would require the expertise
of a professional cost estimator or contractor. If such repairs are needed, the estimates are to be prepared by others, and are
not a part of the fee contemplated in the Agreement.
13) Client acknowledges that CIVAS is being retained hereunder as an independent contractor to perform the services described
herein and nothing in the Agreement shall be deemed to create any other relationship between Client and CIVAS. The
Agreement shall be deemed concluded and the services hereunder completed upon delivery to Client of the Appraisal discussed
herein.
14) Client agrees that its only remedy for losses or damages relating to the Agreement shall be limited to the amount of the
appraisal fee paid by the Client and in no circumstances shall CIVAS be liable for any losses or damages in excess of this
amount. Should the Client, or any other entitled party, make a claim against CIVAS, its directors, officers, employees and other
affiliates and shareholders, relating to this engagement or the appraisal(s), the maximum damages recoverable from CIVAS, its
directors, officers, employees and other affiliates and shareholders, shall be the amount of funds actually collected by CIVAS
under the Agreement, and no claim shall be made for any consequential or punitive damages.
15) If CIVAS or any of its employees receives a subpoena or other judicial notification to produce documents or provide testimony
involving the Appraisal in connection with a lawsuit or related proceeding, CIVAS will notify the Client of receipt of the subpoena
or notification. However, if CIVAS is not part of the lawsuit or proceedings, Client agrees to compensate CIVAS for the
professional time required and to reimburse CIVAS for the expenses incurred in responding to any such subpoena or judicial
notification, including any attorneys' fees, as they are incurred. CIVAS is to be compensated at the prevailing hourly rates of the
personnel responding to the subpoena or command for testimony.
16) If expert witness testimony is required in connection with the Appraisal, the following hourly rates will apply. The Client will be
billed at the rate of $250 per hour for associate time, $350 per hour for valuation services director, $450 per hour for managing
director, and $500 per hour for executive managing director. The hourly billings pertain to court preparation, waiting and travel
time, document review and preparation (excludes appraisal report) and all meetings related to court testimony.
17) Client shall indemnify and hold CIVAS, its parent, subsidiaries, affiliates, its officers, directors, employees and agents ("CIVAS
Indemnities"), fully harmless against all losses, damages, claims, and expenses of any kind whatsoever (including costs and
reasonable attorneys' fees), sustained or incurred by a third party as a result of the negligence or intentional acts or omissions
of Client (including any failure to perform any duty imposed by law), any misrepresentation, distortion or if Client fails to provide
complete and accurate information to CIVAS, for which recovery is sought against the CIVAS Indemnities; however, such
obligation to defend and indemnify shall not apply to the extent caused by the negligent act or willful misconduct of CIVAS.
Client shall indemnify and hold CIVAS Indemnities harmless from any claims, expenses, judgments or other items or costs
arising as a result of the Client's failure or the failure of any of the Client's agents to provide a complete copy of the Appraisal to
any third party. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNIFICATION PROVISION ABOVE, ANYTHING IN THE
AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER.
18) CIVAS agrees to maintain Professional Liability Insurance in the amount of $1,000,000 and General Liability insurance in the
amount of $2,000,000, as well as Workers Compensation per local regulatory requirements. CIVAS will endeavor to provide
Client with written notice regarding any cancellation of any such insurance. CIVAS will provide Client with certificates of
insurance naming Client as an additional insured on the General Liability policy upon request.
19) The Appraisal and the name Colliers International Valuation & Advisory Services may not be used in any marketing or
investment material or offering memoranda without CIVAS' prior written consent. CIVAS, its employees and appraisers have no
liability to any recipients of any prepared material and disclaim all liability to any party other than the Client.
20) Unless CIVAS consents in writing, the Appraisal cannot be used by any party or for any purpose other than the Client for the
purposes specified in the Agreement. Should the Client provide a copy of this Appraisal to any person or entity not authorized by
CIVAS in writing, Client hereby agrees to hold CIVAS, its directors, officers, employees and other affiliates and shareholders,
harmless from all damages, expenses, claims and costs, including any attorney's fees. The Client acknowledges that any
opinions and conclusions expressed by the professionals of CIVAS pursuant to the Agreement are made as employees and not as
individuals. CIVAS' responsibility is limited to the Client, and the use of the Appraisal or related product by third parties shall be
solely at the risk of the Client and/or third parties.
21) The use of this appraisal shall be used only for the purpose as set forth in the Intended Use section of the Agreement. In the
event that the client wishes to use this report or portions of this report for any other purpose such as, to become part of or be
referenced in, any offering or other material intended for the review of others, or to be submitted to others, will be at the
- Client's sole and absolute discretion and, if given, will be on condition that CIVAS will be provided with an Indemnification
Agreement and/or Non -Reliance letter, in a form and content satisfactory to CIVAS and the Client, by a party satisfactory to
CIVAS and the Client. CIVAS does consent to Client submission of the complete Appraisal to rating agencies, loan participants
or your accountants/auditors without the need to provide us with an Indemnification Agreement and/or Non -Reliance letter.