HomeMy WebLinkAboutTippett Co - Consulting Agreement Consulting Agreement
Between
Tippett Company of Washington , LLC
And
The City of Pasco
This consulting Agreement (the "Agreement") is entered into this April , 2011 between
Tippett Company of Washington , LLC ( " Consultant") and The City of Pasco , a Municipal
Corporation (" City" ) .
RECITALS :
WHEREAS , City owns approximately 1 , 200 acres of irrigated land ( "City ' s Property") in
Franklin County , Washington which is the subject of a possible exchange for land owned by the
State of Washington Department of Natural Recourses ("DNR")in Franklin County , Washington ;
and
WHEREAS , City is in receipt of an appraisal dated February 23 , 2011 performed by Auble ,
Jolicoeur & Gentry for the purpose of establishing the value of City ' s property ; and
WHEREAS , said appraisal invokes three adjustments on the value of City ' s Property , which
adjustments are based upon certain assumptions related to acreage size , use of process water and
retention of irrigation equipment AS FOLLOWS :
1 ) The Appraisal deducts approximately 5 % from the market value of City ' s Property . This
deduction is asserted in the appraisal because a sale in excess of a few hundred acres is
presumed to be of " large scale " and would therefore bring less money than a " small
scale " farm in the market place .
2 ) City is proposing to be the tenant after sale , with the right to sublease the Property to
farming tenants . City and DNR will negotiate a rent which will provide a reasonable
return to the DNR and which will be guaranteed by City . The Property is irrigated with
water delivered from City ' s process water treatment facility . The appraisal concludes
that , a) the projected rents will be less because of the negative impact of the process
water , and b) the value of City ' s Property will be consequently reduced by $ 300 . 00 per
irrigated acre , in spite of the rent guaranty .
3 ) The proposed sale includes only the real estate (land, wells and irrigation rights) . The sale
does not include any of the irrigation equipment (pumps , motors , electrical panels , circles
and mainline pipe) . The appraisal values the irrigation equipment at $ 1 , 300 . 00 per
irrigated acre which is deducted in the appraisal from comparable irrigated farm land
(land and irrigation equipment) sales in order to arrive at the value of City ' s property , net
of irrigation equipment .
NOW THEREFORE , the parties herby agree as follows :
1 ) Consultant ' s Services . Consultant is to review the appraisal and give City a written
report regarding each deduction outlined above to include Consultant ' s opinion as to the
appropriateness of the deduction and any modification deemed appropriate and justified
by relevant data and/or examples . The report is to be delivered within seven ( 7) business
days from the date Consultant receives this Agreement signed by City .
2 ) Consideration . In consideration for the Consulting Services to be performed by
Consultant under this Agreement, City will pay Consultant $ 2 , 500 . 00 ; provided ,
however, the payment shall be reduced by $ 100 for each business day it is late . City will
pay Consultant the amount due within 20 days after the required report and invoice are
received by the City .
3 ) Independent Contractor. Nothing herein shall be construed to create an employer-
employee relationship between City and Consultant . Consultant is an independent
contractor and not an employee of City or any of its subsidiaries or affiliates . The
consideration set forth in Section 2 shall be the sole consideration due Consultant for the
services rendered hereunder . It is understood that City will not withhold any amounts for
payment of taxes from the compensation of Consultant hereunder . Consultant will not
represent to be or hold his/herself out as an employee of City .
4 ) Confidentiality . In the course of performing Consulting Services , the parties recognize
that Consultant may come in contact with or become familiar with information which
City may consider confidential . This information may include , but is not limited to ,
information pertaining to the value of property owned by the City, which information
may be of advantage to a potential purchaser or lessor . Consultant agrees to keep all such
information confidential and not to discuss or divulge it to anyone other than appropriate
City personnel or their designees .
5 ) Term . This Agreement shall commence on the date of this agreement and shall terminate
on May 31 , 2011 , unless earlier terminated by either party hereto .
6 ) Notice . Any notice or communication permitted or required by this Agreement shall be
deemed effective when personally delivered or deposited , postage prepaid , in the first
class mail of the United States properly addressed to the appropriate party at the address
set forth below :
Notices to Consultant :
Tippett Company of Washington, LLC ,
P . O . Box 3027
Pasco , WA 99302
Notices to the City .
City of Pasco
Attn : City Manager
P . O . Box 293
Pasco , WA 99301
Consulting Agreement — Property Appraisal — Tippett Co . & City of Pasco
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7) Entire Agreement and Amendments . This Agreement constitutes the entire agreement
of the parties with regard to the subject matter hereof, and replaces and supersedes all
other agreements or understandings , whether written or oral . No amendment or extension
of the Agreement shall be binding unless in writing and signed by both parties .
8 ) Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to
the benefit of Consultant and City and to City' s successors and assigns . Nothing in this
Agreement shall be construed to permit the assignment by Consultant of any of its rights
or obligations hereunder , and such assignment is expressly prohibited without the prior
written consent of City .
9 ) General Provisions . For the purpose of this Agreement , time is of the essence . Should
any dispute arise concerning the enforcement , breach or interpretation of this Agreement,
which cannot be resolved by the parties , such dispute shall be resolved by binding
arbitration pursuant to RCW 7 . 04A , as amended, and the Mandatory Rules of Arbitration
(MAR) ; and venue shall be placed in Franklin County, Washington , the laws of the State
of Washington shall apply , and the prevailing party shall be entitled to its reasonable
attorney ' s fees and costs .
10 ) Invalid Provisions . If any provision of this Agreement shall be held invalid , the
remainder of this Agreement shall not be affected if such remainder would then continue
to serve the purposes and objectives of the parties .
WHEREFORE , the parties have executed this Agreement as of the date first written above .
Consultant . City :
Tippett Company of Washington, LLC City of Pasco , a Municipal Corporation
By : By :
Robert M . Tippett, Preside t GaJ Crutch Manager
Consulting Agreement — Property Appraisal — Tippett Co . & City of Pasco
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