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HomeMy WebLinkAboutPW1989-0142 - Original - Northwest Hydraulic Consultants, Inc. - Predesign of Stormwater Detention Enhanced Wetland - Old City of Kent Lagoons - 09/01/1989 CONTRACT FOR ENGINEERING SERVICES BETWEEN THE CITY OF KENT AND NORTHWEST HYDRAULIC CONSULTANTS ARTICLE 1 - RELATIONSHIP OF THE PARTIES AND GENERAL PROVISIONS 1. 1 The City of Kent, Washington, a municipal corporation, hereinafter referred to as the "City" , employs Northwest Hydraulic Consultants, Inc. hereinafter referred to as Northwest Hydraulics to perform the scope of work described herein. The City acknowledges that Northwest Hydraulics is a Washington State corporation organized and operated under the laws of the State of Washington. 1. 2 The parties to this Agreement understand that Northwest Hydraulics services are engineering services provided to the City for the predesign of a combined stormwater detention/enhanced wetland at the old City of Kent lagoons. Northwest Hydraulics will act as an independent contractor. Northwest Hydraulics also agrees to provide consultation and advice to the City on project related alternatives and system feasibility. 1. 3 The parties to this Agreement each bind themselves, their partners, successors, executors, administrators, and assigns to the other party to this Engineering Agreement. 1. 4 All materials, workups, notes, data files, computer tapes, mylar original maps, film negatives, reports, calculations, analyses and any and all other data and information generated by Northwest Hydraulics including agents and subcontractors, under this Agreement shall be the property of the City. Any reuse of these materials, data and information, by the City or their agents not occurring as a part of this Agreement shall be without liability to Kent. Northwest Hydraulics may retain copies for their own use throughout the period of this Agreement. Any computer data and files created by Northwest Hydraulics under this agreement also constitutes property of the City and shall be stored at Northwest Hydraulics office and made available upon reasonable request by the City of Kent for the purpose of editing, modifying, and updating as necessary until such time as the City is capable of storing such information at the City. At the City' s request, it shall be afforded any duplicate copies of the above-described information at reasonable cost to the City. 1. 5 The City and Northwest Hydraulics agree that in all matters relating to this Agreement, the City and Northwest Hydraulics shall have no right, power or authority to create any obligation, expressed or implied, on behalf of each other, and shall have no authority to represent each other as agents. However, the City reserves the right to direct Northwest Hydraulics to represent the interests of the City at meetings and interagency briefings in performing duties under the Scope of Work provisions below. Northwest Hydraulics shall not be an employee of the City. 1. 6 The City warrants the accuracy of any information supplied by it to Northwest Hydraulics; the City acknowledges that Northwest Hydraulics will not verify the accuracy of such information, and agrees that Northwest Hydraulics is entitled to rely upon any such information. ARTICLE 2 - CONTRACT PERIOD 2 . 1 It is the intent of the parties that the services provided in this Agreement shall continue for the duration of project completion as detailed in the Scope of Work provisions at Article 4 below. This Agreement for contract services between the City and Northwest Hydraulics shall begin on execution of the Agreement and expire on completion or acceptance of project by the City unless mutually extended by written agreement of the parties. 2 . 2 The right is reserved by either party to terminate this Agreement at any time upon not less than sixty (60) days written notice. In the event of termination of the Agreement for any reason provided for under this Article, the City of Kent agrees to pay Northwest Hydraulics upon submission of all invoices for its services rendered and expenses incurred to the effective date of such termination. 2 . 3 In the event of the death of any project team member, Northwest Hydraulics shall complete the work as required under this Agreement. In the event this Consultation Agreement is terminated prior to completion during any permit year, original copies of reports, drawings, prints, plans, field notes, specifications and any and all other documents and recordings prepared by Northwest Hydraulics pursuant to this agreement shall be delivered to the City of Kent upon its written request at no further cost to the City. 2 . 4 In the event this Agreement is terminated prior to completion of work, a final payment shall be made to Northwest Hydraulics. This final payment, when added to all payments previously made, shall compensate Northwest Hydraulics for all services rendered and incurred to the effective date of such termination. ARTICLE 3 - PAYMENT FOR SERVICES 3 . 1 For services furnished, the City of Kent shall pay Northwest Hydraulics an amount based on the attached "Schedule of 3 Fees" , incorporated by reference herein. Billing rates are adjusted annually. 3 . 2 On the basis of the Scope of Work outlined and prioritized in Article 4 below, the maximum amount to be paid by the City under this Agreement shall not exceed $52 , 200 without the prior written authorization of the City in the form of a negotiated and executed supplemental agreement. 3 . 3 In the event that Scope of Work is modified or changed so that more or less work or time is required by Northwest Hydraulics and such modification is agreed to by the City and Northwest Hydraulics the payment for services and maximum contract amount shall be adjusted accordingly upon agreement of the parties. 3 . 4 Northwest Hydraulics shall submit monthly progress invoices to the City and a final bill shall be submitted upon completion of the services. Within thirty (30) days after receipt of an invoice, the City shall pay the full amount of the invoice. If the City objects to all or any portion of any invoice, it shall so notify Northwest Hydraulics of the same within fifteen (15) days from the date of receipt of said invoice and shall pay that portion of the invoice not in dispute, and the parties shall immediately make every effort to settle the disputed portion of the invoice. If the City fails to make payment within thirty (30) days after receipt of an invoice, then the City shall pay an additional monthly service charge of one and one-half percent (1-1/2%) on all such amounts outstanding. The additional charge shall not apply to any disputed portion of any invoice resolved in favor of the City. In the event that all or any portion of the 1-1/2% service charge provided for herein is deemed to be an interest charge, then and in that event said 4 interest charge shall be limited to the maximum amount legally allowed by law. 3 . 5 The event of delays or failures of performance of Northwest Hydraulics caused by circumstances beyond its control as agreed to by the City, the maximum fee established under this Agreement and time allowed for performance shall be equitably adjusted, and such delays or failures shall not constitute a default or give rise to any claim against Northwest Hydraulics. 3 . 6 Records of reimbursable expenses pertaining to additional services and services provided pursuant to the Scope of Work provisions contained in Article 4 shall be kept on the basis of generally accepted accounting principles and shall be available in a timely manner to the City or the City' s authorized representative at a mutually convenient time. ARTICLE 4 - PRIORITIZED SCOPE OF WORK 4 . 1 The Scope of Work shall specifically include the work detailed in the articles below as being the responsibility of Northwest Hydraulics. The not-to-exceed contract amounts include Washington State Sales Tax. ARTICLE 5 - CONTRACT REPRESENTATIVES 5. 1 The following authorized representatives are hereby designated as contact persons for administration of this Engineering Agreement: Suzan A. Amundsen, Water Quality Engineer Don E. Wickstrom, P.E. , Director of Public Works 5 5. 2 Communications and contacts with the City or which affect the contract cost, fee, schedule, scope of services or other contract terms and conditions shall be made only with the contacts named above. No changes to this contract will be binding upon the City of Kent unless incorporated in a written modification to the contract and signed by both parties. The effort set forth in the Scope of Work shall be performed under the general direction of the City' s representatives described above and in a manner consistent with accepted engineering practice. Any communications in the technical direction which shall affect the Scope of Work shall be submitted by Northwest Hydraulics to the City in writing. When any directive from the City constitutes a change to this Agreement, the City shall be notified immediately for authorization of any such change. Northwest Hydraulics shall perform in accordance with this Agreement as written until such authorization for change is granted by the City' s contractual representative. Any such additional services resulting from a change to the Contract Agreement shall be paid for by the City as provided for in this Agreement. ARTICLE 6 - APPLICABLE STATE LAW AND COMPLIANCE 6. 1 This Contract shall be governed and construed in accordance with the laws of the State of Washington. Northwest Hydraulics agrees to comply with all applicable provisions of any federal , state or local law or ordinance, including any orders, rules and regulations issued thereunder. ARTICLE 7 - EQUAL OPPORTUNITY 7 . 1 Northwest Hydraulics will not discriminate against any employee or applicant for employment because of age, race, 6 color, marital status or the presence of any sensory, mental or physical handicap, sex, or national origin. ARTICLE 8 - CONTRACTOR DUTIES 8 . 1 Northwest Hydraulics shall carry insurance coverage in the amount of Five Hundred Thousand Dollars ($500, 000. 00) on maps, drawings, specifications, computer files and other valuable information against loss by fire, damage, destruction and theft, until all the work contemplated by this Agreement has been completed and given to the City. The cost of such full coverage shall be included in the basic fee as set forth in this Agreement. 8 . 2 Northwest Hydraulics agrees to defend, indemnify and hold harmless the City, its elected officials, appointed officials, and employees from and against any and all claims, demands, and causes of actions of any kind or character whatsoever, arising as a result of Northwest Hydraulics employees ' or third parties ' claims of alleged personal injuries, death, or damage to their persons or property to the extent caused by negligent acts, errors, or omissions of Northwest Hydraulics and/or its agents, subcontractors, employees, or representatives; provided that no duty to defend, indemnify and hold harmless shall arise by reason of the sole negligence of the City of Kent as determined by a trier of fact. The City of Kent agrees to defend, indemnify and hold harmless Northwest Hydraulics its partners, officers, employees and subcontractors from all claims, expenses and liability, following operation of applicable rights of contributions, to the extent caused by negligent acts, errors or omissions of the City and its employees, including any claims made by employees of the City. 7 8 . 3 Northwest Hydraulics shall maintain comprehensive general liability insurance covering the work to be performed under this Agreement and naming the City as a co-insured with limits of at least one million dollars ($1, 000, 000) and professional liability insurance of one million dollars ($1, 000, 000) . A certificate of insurance as evidence of coverage will be provided to the City upon execution of this Agreement. The City will be provided notification of any changes to the said certificate within fifteen (15) days of change. Any cost associated with such coverage is included in Northwest Hydraulics basic fee and not chargeable to the City. 8 . 4 Northwest Hydraulics represents that the services furnished under this Agreement will be in accordance with generally accepted professional practices in effect at the time such services are performed. Estimates of cost of equipment, construction, ownership or operation furnished by Northwest Hydraulics shall be in Northwest Hydraulics's opinion based upon its professional judgment and experience. Northwest Hydraulics makes no other representation or warranty, express or implied. ARTICLE 9 - CONTRACT INTERPRETATION AND DISPUTES 9 . 1 Any dispute arising under this Agreement shall be determined by arbitration and such dispute or controversy shall be judged pursuant to the rules and procedures of the American Arbitration Association. The judgment of such arbitration shall be final and binding upon the parties. Attorney's fees and costs may be awarded by the arbitrator upon a finding that a party has substantially prevailed on the 8 majority of disputed issues on matters before or submitted to the arbitrator. 9 . 2 Upon acceptance of this Agreement, the City and Northwest Hydraulics agree that the provisions of this Contract including any and all documents incorporated by reference herein, including any written amendments, shall constitute the entire Agreement between the parties hereto, and shall supersede any and all prior oral and written agreements relating to the subject matter hereof. This Contract may not be modified or terminated verbally, and no modification or claimed waiver of any of the provisions hereof shall be binding unless made in writing and signed by the party against whom such modification or waiver is sought to be enforced. ARTICLE 10 - PUBLIC INFORMATION 10 . 1 Northwest Hydraulics shall not issue any statements or other releases of information for public dissemination without the prior approval of the City of Kent. 9 IN CONSIDERATION OF THE FOREGOING TERMS AND CONDITIONS, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT EFFECTIVE THIS 4�} DAY OF S z <:.- , 19 tn-E CITY OF KENT NORTHWEST HYDRAULICS 220 Fourth Ave. S. 22107 - 70th Ave. S. Kent, Washington 98032 Kent, WA 98032 Y'. ` By: B� Dan Kelleher, Mayor Approved a to form: r Bye • andra Driscoll City Attorney ATTEST: Marie Jensen'--e ty Clerk 10 SCHEDULE OF FEES TASK TASK # Public Education 1 $ 2 , 500 Background 2 $ 1, 700 Alternatives 3 $35, 000 AH. Analysis 4 $10, 000 Recommended Plan 5 $ 1, 000 Report Preparation 6 $ 2 , 000 $52 , 200 The Department of Ecology has recommended that invoices reflect the estimated Task 1 through Task 6 allocations and the total not- to-exceed amount. M713 11 SCHEDULE OF STANDARD CHARGES CATEGORY FEE RATE ( $/HR) Principal 95 Senior Engineer 65 Engineer 55 Jr . Engineer 45 Technician/Drafter 40 Jr . Technician/Drafter 30 Word Processor/Secretary 30 Clerk 20 Date : NHC: Client :