HomeMy WebLinkAboutProfessional Services - Accolade Property Management Group 2016-09-09PROFESSIONALSERVICES AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County"
or "Owner")and Accolade Property Management Group (hereinafter "Contractor"or
"Broker").The County and Contractor agree as follows:
General Conditions;Exhibit A (Scope of Work);Exhibit B (Proof of Insurance).
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on _September 9,2016,and continue
until completion of the project.Any party may terminate this Agreement by giving thirty
(30)days'notice in writing either personally delivered or mailed postage-prepaid by
certified mail,return receipt requested,to the party's last known address for the purposes
of giving notice under this paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
Indemnification provisions set forth in Paragraphs 7 (Independent Contractor),9 (Taxes),
15 (Defense and Indemnity Agreement),21 (Patent/Copyright Infringement)and 24
(Confidentiality),are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement
Page 1
IN WITNESS WHEREOF.the parties have executed this Agreement this 9 day
of i ¯,2016.
APPROVED:
ACCOLADE PROPERTY BOARD OF COUNTY COMMISSIONERS
MANAGEMENTGROUP KITTITAS COUNTY,WASijNGTON
Signa ur o Signatory Obie O'Brien Chairman
Print Name of Signatory Paul Jewell,Vice-Óhair'man
,Commissioner
Attest:
Clerk of the Boafd
Approved as to Form:
By:
Deputy Prosecuting Attorney
Contractor Address:County's Address:
407 N.Pine St.Kittitas County
Ellensburg,WA 98926 205 West 5th Avenue,Suite 108
EIIensburg,WA 98926
Project Contact:Project Contact:
Professional Services Agreement
Page 2
GENERALCONDITIONS
1.Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the
project narrative identified in Exhibit "A"during the Agreement period.No material,labor,
or facilities will be furnished by the County,unless otherwise provided for in the
Agreement.
2.Performance of Work:
Contractor shall perform work in accordance with,and shall comply with,all of the
provisions of this Agreement.All work shall comply with applicable codes and ordinances.
3.Schedule of Performance:
Unless directed otherwise by the County,Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4.Definitions:
4.1 "Additional Insured's"means the County,its successors and assigns,and
the respective directors,officers,employees,agents and representatives of
the County and its successors and assigns.
4.2 "Support"means the following:Contractor's directors,officers,employees,
agents and representatives;and sub-Contractors of any tier;the respective
directors,officers,employees,agents and representatives of these sub-
Contractors of any tier;and any other person or entity acting under the
direction or control of,or on behalf of,Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of
the Work or this Agreement.
4.3 The "Work"means all of the duties listed in Exhibit A and the performance of
all other obligations,under this Agreement by Contractor or its Support.
5.Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set
forth in Exhibit "A".Where Exhibit "A"requires payments by the County,payment shall be
based upon billings,supported unless otherwise provided in Exhibit "A",by documentation
of units of work actually performed and amounts earned,including where appropriate,the
actual number of days worked each month,total number of hours for the month,and the
total dollar payment requested.Unless specifically stated in Exhibit "A"or approved in
writing in advance by the Kittitas County Board of Commissioners,the County will not
reimburse the Contractor for any costs or expenses incurred by the Contractor in
performance of this Agreement.
Where required,the County shall,upon receipt of appropriate documentation,compensate
the Contractor,no more often than monthly,through the County voucher system,for the
Contractor's service pursuant to the fee schedule set forth in Exhibit "A".
Professional Services Agreement
Page 3
6.Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individual,
firm or entity withoutthe express and prior written approval of the County.
7.lgependent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent
Contractor and nothing herein contained shall be construed to create a relationship of
employer-employee or master-servant,but all payments made hereunder and all services
performed shall be made and performed pursuant to this Agreement by the Contractor as
an independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "B"and the Contractor is not entitled to any County benefits including,but not
limited to:vacation pay,holiday pay,sick leave pay,medical,dental,or other insurance
benefits,or any other rights or privileges afforded to Kittitas County employees.
Contractor will defend,indemnify and hold harmless the County,its Additional Insured's,
officers,agents or employees from any loss or expense,including but not limited to
settlements,judgments,setoffs,attorneys'fees or costs incurred by reason of claims or
demands because of breach of the provisions of this paragraph.
8.No_Guarantee of Employment:
The performance of all or pad of this Agreement by the Contractor shall not operate to
vest any employmentrights whatsoever and shall not be deemed to guarantee any
employment of the Contractor or any employee of the Contractor or any sub-Contractor or
any employee of any sub-Contractor by the County at the present time or in the future.
9.Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal
or State income taxes.Where required by State or Federal law,the Contractor authorizes
the County to make withholding for any taxes other than income taxes (i.e.Medicare).AII
compensation received by the Contractor will be reported to the Internal Revenue Service
at the end of the calendar year in accordance with the applicable IRS regulations.It is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year,if any,and the Contractor is solely liable for any tax obligation arising from the
Contractor's performance of this Agreement.The Contractor hereby agrees to indemnify
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired
hereunder as required by law.The Contractor must pay all other taxes including,but not
limited to:Business and Occupation Tax,taxes based on the Contractor's gross or net
Professional Services Agreement
Page 4
income,or personal property to which the County does not hold title.The County is
exemptfrom Federal Excise Tax.
10.Regulations and Requirement:
This Agreement shall be subject to all laws,rules and regulations of the United States of
America,and State of Washington,and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11.Right to Review:
This contract is subject to review by any Federal or State auditor.The County or its
designee shall have the right to review and monitor the financial and service components
of this program by whatevermeans are deemed expedientby the County.Such review
may occur with or without notice,and may include,but is not limited to,on-site inspection
by County agents or employees,inspection of all records or other materials which the
County deems pertinent to the Agreement and its performance,and any and all
communications with or evaluation by service recipients under this Agreement.The
Contractor shall preserve and maintain all financial records and records relating to the
performance of work under this Agreement for 6 years after contract termination,and shall
make them availablefor such review,within Kittitas County,State of Washington,upon
request.
12.Modifications:
12.1 Either party may request changes in the Agreement.Any and all agreed
modifications shall be in writing,signed by each of the parties.
12.2 The County may,at any time,by written notice thereof to Contractor
("Change Notice")makes changes in the Work within the general scope of
this Agreement,including,but not limited to:(a)changes in,revisions to,
substitutions for,additions to or deletions of any Work;(b)changes in
schedule;and (c)acceleration,deceleration or suspension of pedormance
of any Work.
12.3 If any change in the Work causes an increase or decrease on Contractor's
cost of,or the time required for,performance of the Work,an equitable
adjustmentin the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment,Contractor shall proceed in accordance with all
Change Notices.Contractor must,within thirty (30)days after receipt of any
Change Notice that does not set forth any acceptable adjustment,submit to
the County a written statementsetting forth any adjustmentclaimed.
Professional Services Agreement
Page 5
12.5 If any change results in a decrease in the Work performed,Contractor shall
be entitled to compensation associated with changing the Work,such as
revising design already completed,revising calculations already performed,
and revising documents.
13.Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors,the County may,by depositing written
notice to the Contractor in the U.S.mail,postage prepaid,terminate the Agreement,and at
the County's option,obtain performance of the work elsewhere.If the Agreement is
terminated for default,the Contractor shall not be entitled to receive any further payments
under the Agreement until all work called for has been fully performed.Any extra cost or
damage to the County resulting from such default(s)shall be deducted from any money
due or coming due to the Contractor.The Contractor shall bear any extra expenses
incurred by the County in completing the work,and all damage sustained,or which may be
sustained by the County by reason of such default.
If a notice of termination for default has been issued and ¡t is later determined for any
reason that the Contractor was not in default,the rights and obligations of the parties shall
be the same as if the notice of termination had been issued pursuant to the Termination for
Public Convenience paragraph hereof.
14.Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines,in its sole discretion that such termination is in the best interests of the
County.Whenever the Agreement is terminated in accordance with this paragraph,the
Contractor shall be entitled to payment for actual work performed at unit contract prices for
completed items of work.In the event of such termination,an equitable adjustment shall
be made in the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made,but such adjustmentshall not include provision for loss of anticipated profit on
deleted or uncompleted work.Termination of this Agreement by the County at any time
during the term,whether for default or convenience,shall not constitute a breach of
contract by the County.
15.Defense &Indemnity Agreement:
The Contractor agrees to and shall defend,indemnify and hold harmless the County,its
Additional Insured's,appointed and elective officers,agents and employees,from and
against all loss or expense,including but not limited to judgments,settlements,attorney's
fees and costs by reason of any and all claims and demands upon the County,its
Additional Insured's,its elected or appointed officials,agents,or employees for damages
because of personal or bodily injury,including death at any time resulting therefrom,
Professional Services Agreement
Page 6
sustained by any person or persons and on account of damage to property including loss
of use thereof,whether such injury to persons or damage to property is due to the
negligence of the Contractor,its sub-Contractors,its elected officers,employees or their
agents,except only such injury or damage as shall have been occasioned by the sole
negligence of the County,its Additional Insured's,appointed or elected officials,agents,or
employees.It is further provided that no liability shall attach to the County by reason of
entering into this contract,except as expressly provided herein.
16.Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the County,its
Additional Insured's,officers,agents and employees,the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington,the Industrial Insurance Act,
for injuries to its employees and agrees that the obligations to indemnify,defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor.This waiver is mutually negotiated by the parties to this
Agreement.
17.Venue and Choice of Law:
In the eventthat any litigation should arise concerning the construction or interpretation of
any of the terms of this Agreement,the venue of such action of litigation shall be in the
Superior Court of the State of Washington in and for the County of Kittitas.This
Agreement shall be governed by the law of the State of Washington.
18.WithholdingByment:
In the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement,then the
County may,upon written notice,withhold all monies due and payable to Contractor,
withoutpenalty,until such failure to perform is cured or otherwise adjudicated.
19.Future Non-Allocation of Funds:
If suÏficient funds are not appropriated or allocated for payment under this Agreement for
any future fiscal period,the County will not be obligated to make payments for services or
amounts incurred after the end of the current fiscal period.No penalty or expense shall
accrue to the County in the eventthis provision applies.
20.Contractor Commitments,Warranties and Representations:
The Contractor represents and warrantsto the County as follows:
20.1 The Contractor is duly incorporated,validly existing and in good standing
under the laws of the State of Washington,and has all requisite corporate
power and authority to enter into and to perform its obligationsunder this
Agreement.
20.2 The Contractor has the authority to executethis Agreement,to make the
representationsand warrantiesset forth in it and to perform the
Professional Services Agreement
Page 7
obligationsof the Contractor under this Agreementin accordance with its
terms.
20.3 This Agreementhas been validly executed by an authorized
representativeof the Contractor and constitutesa valid and legally
binding and enforceable obligation of Contractor.
20.4 The Contractor has or will obtain prior to the commencementdate such
licenses,permits and other authorizationsfrom federal,state and other
governmentalauthorities,as are necessary for the performance of its
obligationsunder this Agreement.
20.5 The Contractor is not in violation of any applicablelaw,ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligationsunder this Agreement.The
Contractor is not subject to any order or judgmentof any court,tribunal or
governmentalagency which materially and adversely affects its
operations or assets in the State of Washington,or its ability to perform
its obligationsunder this Agreement.
20.6 None of the representationsor warrantiesin this Agreement,and none of
the documents,statements,certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligationscontemplatedunder this Agreement,
contains or will contain any untrue statementof a material fact or omits or
will omit to state a material fact necessary to make the statementsof fact
contained therein not misleading.
21.Patent/Copyright infringement:
Contractor will defend and indemnify the County from any claimed action,cause or
demand brought against the County;to the extent such action is based on the claim that
information supplied by the Contractor infringes any patent or copyright.The Contractor
will pay those costs and damages attributable to any such claims that are finally awarded
against the County in any action.Such defense and payments are conditioned upon the
following:
21.1 Contractor shall be notified promptly in writing by County of any notice of
such claim.
21.2 Contractor shall have the right,hereunder,at its option and expense,to
obtain for the County the right to continue using the information,in the event
such claim of infringement is made,provided no reduction in performance or
loss results to the County.
22.Disputes:
22.1 General
Differences between the Contractor and the County,arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken.Except for such objections as are
Professional Services Agreement
Page 8
made of record in the manner hereinafter specified and within the time limits
stated,the records,orders,instructions,and decisions of the Kittitas County
Commissioners shall be final and conclusive.
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable,or to extension of time for (1)any act or failure to
act by the County,or (2)the happening of any event or occurrence,unless
the Contractor has given the County a written Notice of Potential Claim
within ten (10)days of the commencement of the act,failure,or eventgiving
rise to the claim,and before final payment by the County.The written Notice
of Potential Claim shall set forth the reasons for which the Contractor
believes additional compensation or extension of time is due,the nature of
the cost involved,and insofar as possible,the amount of the potential claim.
Contractor shall keep full and complete daily records of the work performed,
labor and material used,and all costs and additional time claimed to be
additional.
22.3.Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation,or extension of time,unless within thirty (30)days of the
completion of the portion of the work from which the claim arose,and before
final payment by the County,the Contractor has given the County a detailed
written statementof each elementof cost or other compensation requested
and of all elements of additional time required,and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23.Ownership of Items Produced:
All writings,programs,data,public records or other materials prepared by the Contractor
and/or its consultants or sub-Contractors,in connection with performance of this
Agreement shall be the sole and absolute property of the County.
24.Confidentiality:
The Contractor,its employees,sub-Contractors,and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement,except upon the prior written consent of the Kittitas
County Prosecuting Attorney or an order entered by a court after having acquired
jurisdiction over the County.Contractor shall immediately give to the County notice of any
judicial proceedings seeking disclosure of such information.Contractor shall indemnify
and hold harmless the County,its Additional Insured's,officials,agents or employees from
all loss or expense,including,but not limited to settlements,judgments,setoffs,attorneys'
fees and costs resulting from Contractor's breach of this provision.
Professional Services Agreement
Page 9
25.Notice:
Except as set forth elsewhere in the Agreement,for all purposes under this Agreement,
except service of process,notice shall be given by the Contractor to the department head
of the department for whom services are rendered,and to the Kittitas County
Commissioners,205 W 5th Ave,Suite 108,Ellensburg,WA 98926.Notice to the
Contractor for all purposes under this Agreement shall be given to the address reflected on
the signature page.Notice may be given by delivery or by depositing in the U.S.Mail,first
class,postage prepaid.
26.Severability:
If any term or condition of this Agreement or the application thereof to any person(s)or
circumstances is held invalid,such invalidity shall not affect other terms,conditions or
applications which can be given effect without the invalid term,condition or application.To
this end,the terms and conditions of this Agreement are declared severable.
27.Miscellaneous:
27.1 The County's failure or delay to insist upon strict performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any
extent of its right to assert or rely upon any such provisions,rights or
remedies in that or any other instance;rather the same shall be and remain
in full force and effect.
27.2 This Agreement embodies the entire Agreement between the County and
Contractor,and supersedes any and all prior agreements,regarding the
Work.No change,amendment or modification of any provisions of this
Agreement shall be valid unless set forth in a written instrument signed by
the party to be bound thereby.
27.3 The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Support or by law.
27.4 The headings of sections and paragraphs of this Agreementare for
convenience of reference only and are not intended to restrict,affect or be
of any weight in the interpretation or construction of the provisions of such
sections or paragraphs.
28.Waiver:
Waiv oÏany breach or condition of this Agreement shall not be deemed a waiver of any
prior or subsequent breach.No terms or conditions of this Agreement shall be held to be
waived,modified or deleted except by an instrument,in writing,signed by the parties
hereto.
Professional Services Agreement
Page 10
29.Survival:
The provisions of paragraphs 7,9,11,13,14,15,16,17,18,19,20,21,22,23,24,28,
30,and 31,32 shall survive,notwithstanding the termination or invalidity of this Agreement
for any reason.
30.Nondiscrimination:
30.1 The County is an equal opportunity employer.
30.2 Nondiscrimination in Employment
in the performance of this Agreement,the Contractor will not
discriminate against any employeeor applicantfor employment on the
grounds of race,creed,color,national origin,sex,sexualorientation,
marital status,age or the presence of any sensory,mental or
physical handicap;provided that the prohibition against discrimination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved.The Contractor shall ensure that applicants are employed,
and that employees are treated during employmentwithout
discrimination because of their race,creed,color,national origin,sex,
sexual orientation,marital status,age or the presence of any sensory,
mentalor physical handicap.Such action shall include,but not be
limited to:employment,upgrading,demotion or transfers,recruitment or
recruitment advertising,layoff or termination,rates of pay or other
forms of compensation,and programs for training including
apprenticeships.The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local,state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate againstany recipient of any services
or benefits provided for in this Agreementon the grounds of race,
creed,color,national origin,sex,sexual orientation,marital status,age or
the presence of any sensory,mentalor physical handicap.
30.4 If any assignmentand/or subcontracting has been authorized by the
County,said assignment or subcontract shall include appropriate
safeguards against discrimination.The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediatelypreceding paragraphs herein.
31.Prevailinq Wage:
Contractor shall pay the prevailing rate of wages to all workers,laborers,or mechanics
employedin the performance of any part of the Work in accordance with RCW 39.12
Professional Services Agreement
Page 11
and the rules and regulations of the Department of Labor and Industries.The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
Industrial Statistician of the Department of Labor and Industries.It is the Contractor's
responsibility to verify the applicable prevailing wage rate.It is understood that the
Contractor is responsible for obtaining and completing all required governmentforms
and submittingsame to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and Industries.The arbitration decision shall be final and
conclusiveand binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32.Debarment Certification:
The Contractor certifies that it:
32.1 Is not presently debarred,suspended,proposed for debarment,declared
ineligible or voluntarily excludedfrom covered transactions by any Federal
departmentor agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County,been convicted of or had a civil judgment rendered
againstthem for commission of fraud or a criminal offense in connection
with obtaining,attemptingto obtain,or performing a public or private
agreementor transaction,violation of Federal or State antitruststatutesor
commission of embezzlement,theft,forgery,bribery,falsification or
destruction of records,making false statements,tax evasion,receiving
stolen property,making false claims,or obstruction of justice.
32.3 Is not presently indicted for or otherwise criminally or civilly charged by a
governmentalentity (Federal,State,or local)with commission of any of
the offenses enumeratedin paragraph 32.2 of this section.
32.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal,State,or local)terminatedfor cause of default.
Professional Services Agreement
Page 12
EXHIBIT "A"
SCOPE OF WORK
In addition to providing all material and labor,the Contractor shall perform the following:
1.AGENT'S AUTHORITIESAND OBLIGATIONS:Kittitas County hereby authorizes
Broker to both manage and lease the Shady Acres Mobile Home Park at 1200 E
University Way,Ellensburg,WA,legally described as:
A.ManagementAuthority:Owner hereby confers upon Agent the following
authoritiesand obligationsthat Broker may exercise when and to the extent
Broker determines to be in Owner's interest:
1.To negotiateand present leases to Owner for execution.
2.To collect rents,security deposits,and all other receipts,and to deposit
such monies in a trust account with a qualified banking institution.Agent
shall retain interest paid on Security Deposit and/or General Trust accounts.
Agent shall charge prospective tenantsany application fee as deemed
reasonableto process rental applications.
3.To serve notice of terminationof tenancies,notices to quit or pay rent and
such other notices as Agent may deem appropriate or as directed by
Owner.
4.To notify Owner when legal action needs to be instituted againsta tenant on
behalf of Owner.
5.To hire,superviseand discharge all employeesand independent
contractors required in the operation and maintenanceof the Property.
DISCLOSURE:The Worx is an affiliate company of Accolade that is
regularly contracted.
6.To contract for emergency repairs as deemed necessary to ensure tenant
and building safetylsecurityin the event Owner is not availablefor
consultation,to contract for such repairs and expendituresas deemed
necessary for the protection of the Property from damage.
7.To execute service contracts for utilities and services for the operation,
maintenance and safety of the Property as Agent deems necessary or
advisable.
8.To pay from gross receipts operating expensesand other such expenses.
9.To maintain accurate records of monies received and disburse in
connection with the managementof the Property.A monthly statementof
Professional Services Agreement
Page 13
income and expenses shall be sent to the Owner on or before the 15th Of
each month.A 1099 MISC FORM and Year End Financial Statementwill
be sent annually by January 31 for the preceding year.
B.Leasinq Authority:Owner grants to Broker the following authority,which Broker
may exercise when and to the extent Broker determines to be in Owner's
interest:
1.To exclusivelyadvertisethe Property for lease by means and methods that
Broker determines are reasonably competitive,including but not limited to
creating and placing advertisementswith interior and exterior photographic
and audio-visualimages of the property and related information in any
media,including the internet;
2.Place "For Lease"signs,"For Information"signs,or other signs on the
Property in accordance with applicable laws,regulations,ordinances,
restrictions,and owners'association rules;
3.Remove all other signs offering the Property for sale or lease;
4.Submit the Property as a listing with one or more listing services at any time
the Property is marketed for lease and to change or terminatesuch listings;
5.Authorize other brokers,their associates,and their clients to access the
Property at reasonabletimes and to lend keys and disclose security codes
to such persons to enter the Property;
6.Duplicate keys and access devices to facilitate convenientand efficient
showingsof the Property and to lease the Property;
7.To screen and use diligence in the selection of prospective tenants and to
abide by all Fair Housing Laws;
8.Offer to pay another broker,from the compensationBroker receives under
this agreement,a portion of the compensationreceived by Broker;
9.Negotiate leases on Owner's behalf for the Property at market rates and on
competitivelyreasonable terms for initial terms of not less than
months and not more than months and in accordance with any
instructions,and present to Owner to execution;
10.Negotiate any amendments,extensions,or renewalsto any leases for the
Property on Owner's behalf,and present to Owner for execution;
11.Collect application fees from prospective tenants;and
12.Perform other necessary services related to the leasing of the Property.
C.Recordkeeping:Broker will:
1.Maintain accurate records related to the Property and retain such records
for not less than six (6)years;
2.File reports with the Internal Revenue Service which Broker may be
required to file concerning funds received on behalf of Owner under this
agreement (for example,Form 1099);
3.Send to Owner each month a statementof receipts,disbursements,and
charges;and
Professional Services Agreement
Page 14
4.Remit to Owner the funds collected by Broker that have been fully
processed and cleared for Owner under this agreement,less authorized
deductions,by the 15th Of each month.*Note:Owner is responsible to determine the treatmentof expensepayments in
regards to their financial repods and taxes.
D._Security Depoits:
1.Broker will:
a.Maintain security deposits received from tenants in the trust account
described under Paragraph 1A;and
b.in accordance with applicable law and the leases for the Property,
account to the tenantsfor the security deposit,make lawful deductions
from the security deposit,and return the security deposit balance to the
tenantsfrom the trust account.
2.After this agreementends,Broker will deliver to Owner or the Owner's
designee the security deposits held by Broker under the leases of the
Property,less deductions authorized by this agreement,and will send
written notices to the tenantsthat state:
a.That this agreementhas ended;
b.The contact information for the Owner or the Owner's designee;and
c.That Owner is responsible for accounting for and returning the tenant's
security deposit.
3.If Broker complies with this Paragraph 1D,Owner will indemnify Broker from
any claim or less from a tenant for the return of a security deposit.This
Paragraph 1D survivesterminationof this agreement.
E.Performance Standard:Broker will:
1.Use reasonable care when exercising Broker's authority and performing
under this agreement;and
2.Exercise discretion when performing under this agreementin a manner that
Broker believes to be in Owner's interest,provided that Broker will treat any
tenant honestly and fairly.
F.Deductions and Offset:Broker may disburse from any funds Broker holds in
trust for Owner:
1.Any compensationdue Broker under this agreement;
2.Any funds Broker is authorized to expend under this agreement;and
3.Any reimbursementBroker is entitled to receive under this agreement.
G.Insurance and Attorneys:
1.Broker may not file a claim for a casualty loss with the carrier insuring the
Property.Broker may communicatewith the carrier to facilitate the
processing of any claim Owner may file or perform other matters that Owner
instructs Broker to communicateto the carrier.
Professional Services Agreement
Page 15
2.Broker may not directly or indirectly employ or pay a lawyer to represent
Owner.Broker may communicatewith Owner's attorney in accordance with
Owner's instructions.
2.RELATIONSHIPOF THE PARTIES:This agreementdoes not create a partnership
or joint venture between the parties.Broker is an independent contractor.
3.LEGAL COMPLIANCE:The parties will comply with all obligations,duties,and
responsibilitiesunder the fair housing laws and any other statute,administrativerule,
ordinance,or restrictive covenantapplicableto the use,leasing,management,or
care of the Property.
4.RESERVES:Upon execution of this agreement,Owner will deposit the following
amountwith Broker to be held in a trust account as a reserve for Owner:
$($200 if not filled in or $500 if Accolade is going to pay utilities for
the Property).Broker may,at Broker's discretion,use the reserve to pay any
expenserelated to the managementof the Property (including but not limited to
Broker's fees).If the balance of the reserve becomes less than the amount stated,
Broker may:(a)deduct an amount that will bring the balance to the amount stated
from any subsequentrent received on behalf of Owner and deposit the amountinto
the reserve;or (b)notify Owner that Owner must promptly deposit additional funds
with Broker to bring the balance to the amountstated.
5.ADVANCES:Broker is not obligatedto advanceany money to Owner or to any
other person.
6.OWNER REPRESENTATIONS:
A.General:Owner represents that:
1.Owner has fee simple title to and peaceable possession of the Property and
all its improvementsand fixtures,unless rented,and the legal capacity to
lease the Property;
2.Owner is not bound by anotheragreementfor the managementof the
Property that is or will be in effect during this agreement;
3.If Broker has the authority to lease the Property,Owner is not bound by:
(a)another agreementwith another broker for the lease of the Property that
will be in effect during this agreement;or (b)any agreementor covenant
that prohibits Owner from leasing the Property;
4.Owner is not delinquentin the payment of any property taxes,owners'
association fees,property insurance,mortgage,or any encumbrance on or
affecting the Property;
5.The Property is not subject to the jurisdiction of any court;and
6.All information related to the Property that Owner provides to Broker is true
and correct to the best of Owner's knowledge.
Professional Services Agreement
Page 16
B.Property Condition:Except as stated below,in this agreement,or in any
addendum,Owner is not aware of any:
1.Condition affecting the Property that materially affects the health or safety of
any ordinary tenant;
2.Environmentalhazard on the Property;or
3.Violation of any ordinance,statute restriction,or law related to the Property.
7.OWNERS COOPERATION:Owner agrees to:
1.Cooperate with Broker to facilitate the managementof the Property;
2.Not deal with or negotiate with any tenant in the Property concerning any
matter related to the managementof the Property but refer all such dealings
to Broker;
3.Not to enter into a managementagreementwith anotherbroker for the
managementof the Property to become effective during this agreement;
4.Provide Broker with copies of any existing leases or rental agreements
related to the Property;
5.Provide Broker with keys and access devices to the Property;
6.Provide Broker with copies of all warrantiesrelated to the Property or any
item in the Property;
7.Tender to Broker any security deposits paid by existing tenants in the
Property;
8.Completeany disclosures or notices required by law or a lease of the
Property;
9.Amend applicable notices and disclosures if a material change occurs
during this agreement;
10.Notify Broker if Owner becomes delinquentin the payment of:(a)any
mortgage or other encumbrance secured by the Property;(b)property
taxes;(c)property insurance;or (d)owners'association fees;
11.Ownerwill maintain funds in the Agent's trust account equal to a minimum
$200 or as specified in paragraph 4;
12.If Agent is to make mortgage payments,property tax or insurance
payments,the Owner will maintain an additional reserve of $
in the Agent's trust account;and
13.Funds under Agent's control,which are requested by Owner to be sent
directly to a financial institution for deposit,must be accompanied by a pre-
printed deposit slip or coupons.
8.INSURANCE:Owner will maintain insurance on the Property,including public
liability insurance of not less than $500,000.
Professional Services Agreement
Page 17
9.BROKER'S FEES:This Paragraph 9 survivestermination of this agreement with
regard to fees earned during this agreement,which are not payable until after its
termination.Broker may deduct any fees under this Paragraph 9 from any funds
Broker holds in trust for Owner.If more than one property or unit is made part of
and subject to this agreement,each of the provisions below will apply to each
property or unit separately.
A.Set-Up Fee:A one-time Set-Up Fee of $500.
B.ManagementFees:Each month the Owner will pay Broker 10%of gross
income for monthlymanagementwith an overall minimum of $50 per property.
C.Residential Lease Fee:Each time the Property is leased to a new tenant,
Owner will pay Broker a leasing fee equal to ½of the Rental Rate with a
minimum of $500.The leasing fees under this Paragraph 9C are earned and
payable at the time the lease is executed.
D.Commercial Lease Fees:6%of the life of the contract to lease a vacancy,with
a $1,000 minimumfee,payable at the commencementdate.
1.Property will be listed on the NWMLS and open to other participating
membersof the NWMLS to secure a tenant and the 6%fee will be split
50/50 between Accolade and the participating member/broker.
2.A separate NWMLS listing agreementfor any commercial vacancy is
required to be filled in.
E.Renewal or Extension Fees and Renewals with Added Residents:
1.Each time a tenant in the Property renews or extendsa lease,Owner will
pay Broker a renewal or extensionfee equal to $150.The renewal or
extensionfees under this Paragraph 9E are earned at the time the renewal
or lease is executedby the parties to the lease and are payable at the time
the renewal or extension is effective.For the purposes of this paragraph,a
new lease for the same Property with the same tenant then occupying the
Property is an extension or renewal.This Paragraph 9E does not apply to
month-to-monthrenewalsor month-to-monthextensions.
2.Commercial Property Renewalswill be 3%for the life of the contract,
payable at the renewal contract date.
3.Adding Residents at the time of renewal is permitted but an additional $350
Roommateaddition fee is assessed.
F.Service Fees:In the event that the Owner shall request the Agent to undertake
work exceeding the usual normal management,then a fee of $50 per hour shall
be charged to Owner.Normal managementdoes not include:supervision of
tenant improvements,activity related to the sale of the Property,refinancing,
appraisals,fire restoration,major rehabilitations,insurance claims,obtaining tax
advice,presenting petitions to planning or zoning committees.No fee will be
Professional Services Agreement
Page 18
charged for minor cosmetic improvements,i.e.carpet replacement,painting,
general maintenance,etc.
G.Fees in the Event of a Sale:Should a Purchase and Sale Agreement be
executedwhere Accolade is the implied Agent,a commission is due that will be
negotiated at the time of the Agreement.If the property is actively listed for
sale by another brokerage or the Owner has an agency relationship with
another brokerage that they wish to use,this would not apply.
H.interest on Trust Accounts:Any trust account Broker maintains under this
agreementmay be an interest-bearing or income producing account.Broker
may retain any interest or income from such accounts as compensationunder
this agreement.
I.Termination Prior to Securing a Tenant:In the event that Owner terminatesthis
agreementprior to securing a tenant in the vacant property,Owner will pay to
Agent as liquidated damages $500.
J.AdministrativeFees:If Broker collects administrativecharges from tenants or
prospective tenants,including but not limited to,application fees,returned
check fees,or late charges (as authorized under Paragraph 1A)Broker will
retain such fees as compensationunder this agreement.The administrative
fees under this Paragraph 9J are earned and payable at the time Broker
collects such fees.
K.Fees Related to Legal Proceedings:If Owner requests or instructs Broker to
appear in any legal proceeding or deposition related to the Property (including,
but not limited to,evictions,tenant disputes,security deposit disputes,and suits
for damages),Owner will pay Broker $50 per hour for Broker's time expended
in such matters and in preparation of such matters.Fees under this Paragraph
9K are earned at the time the services are rendered and payable upon Owners
receipt of Broker's invoice.
10.FUNDSFOR INVOICES RECEIVED AFTER TERMINATION:Agent may withhold
funds for up to sixty (60)days after the end of the month in which this agreementis
terminated,in order to pay bills previously incurred but not yet invoiced and to close
accounts.Upon terminationof this agreement,Owner shall assume the obligations
of any contract or outstandingbill executed by Agent under this agreementfor and
on behalf of Owner,and responsibility for payment of all unpaid bills.
11.LIABILITY AND INDEMNIFICATION:Agent is not responsible or liable in any
mannerfor:
1.Personal injury to Owner or any tenant resulting from acts of third parties;
Professional Services Agreement
Page 19
2.Loss or damage of personal or real property due to vandalism,theft,or
freezing/leaking water pipes;or
3.Late fees Owner incurs to any creditor caused by any late payments by any
tenant;or
4.Any lease violationsor defaults by any tenant.
12.DISTRESSEDHOMEOWNER:Owner acknowledgesthat this is not a distressed
property.If this Property becomes a distressed property while under the
managementof Accolade,Owner will notify Accolade immediately.
Professional Services Agreement
Page 20
EXHIBIT "B"
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of
the Work such insurance as will protect Contractor,its Support and the Additional
Insured's from all claims,losses,harm,costs,liabilities,damages and expensesarising
out of personal injury (including death)or property damage that may result from
performance of the work or this Agreement,whether such performance is by
Contractor or any of its Support.
All insurance shall be issued by companies admittedto do business in the State of
Washington and have a rating of A-,Class VII or better in the most recently published
edition of Best's Reports unless otherwise approvedby the County.If an insurer is not
admitted,all insurance policies and procedures for issuing the insurance policies must
comply with Chapter 48.15 RCW and 284-15 WAC.
The Contractor shall provide proof of insurance for:
1)General Liability Insurance.
•Coverage limits not less than:
•$1,000,000 per occurrence per project
•$2,000,000 general aggregate ,
•$1,000,000 products &completedoperations aggregate
+$1,000,000 personal and advertising injury,each offense
•Certificate Holder -Kittitas County
=The Certificate must name the County as additional insured as
defined in the Agreement
•Sixty (60)days written notice to the County of cancellation
of the insurance policy.
2)Workers'Compensation.
•Workers'Compensation in amountsrequired by law.
Contractor shall furnish the County a Certificate of Insurance with Endorsement as
evidence that policies providing insurance required by this Agreement are in full force
and effect.Contractor hereby waives all rights of recourse,including any right to which
another may be subrogated,against Kittitas County for personal injury,including death,
and property damage.Contractor's insurance policies required above shall be primary
insurance and shall be non-contributing with any other insurance maintained by Kittitas
County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoeverto any tools,Contractor's employee-ownedtools,machinery,equipment,or
Professional Services Agreement
Page 21
motor vehicles owned or rented by the Contractor,or the Contractor's agents,suppliers
or contractors as well as to any temporary structures,scaffolding and protective fences.
The Contractor shall have sole responsibility for ensuring the insurance coverage and
limits required are obtained by subcontractors.
NOTE:No contract shall form until and unless a copy of the Certificate of Insurance
with Endorsement,properly completedand in the amount required,is attached hereto.
Professional Services Agreement
Page 22