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HomeMy WebLinkAboutPW1989-0143 - Original - Parametrix, Inc. - Engineering Services - Erosion - Mill Creek - 09/12/1989 CONTRACT FOR ENGINEERING SERVICES BETWEEN THE CITY OF KENT AND PARAMETRIX, INC. 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 Parametrix, Inc. , hereinafter referred to as "Consultant" , to perform the scope of work described herein. The City acknowledges that the Consultant 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 the Consultant services are engineering services provided to the City to conduct an engineering analysis and predesign of erosion control on Mill Creek above Earthworks Park. The Consultant will act as an independent contractor. The Consultant 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 the Consultant 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. The Consultant may retain copies for their own use throughout the period of this Agreement. Any computer data and files created by the Consultant under this agreement also constitutes property of the City and shall be stored at the Consultant' s office in Sumner, Washington 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 the Consultant agree that in all matters relating to this Agreement, the City and the Consultant 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 the Consultant to represent the interests of the City at meetings and interagency briefings in performing duties under the Scope of Work provisions below. The Consultant shall not be an employee of the City. 1 . 6 The City warrants the accuracy of any information supplied by it to the Consultant; the Consultant acknowledges that the Consultant will not verify the accuracy of such information, and agrees that the Consultant 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 the Consultant 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 the Consultant 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, the Consultant 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 the Consultant' s reports, drawings, prints, plans, field notes, specifications and any and all other documents and recordings prepared by the Consultant 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 the Consultant. This final payment, when added to all payments previously made, shall compensate the Consultant 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 the Consultant 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 $57,700. 00 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 the Consultant and such modification is agreed to by the City and the Consultant the payment for services and maximum contract amount shall be adjusted accordingly upon agreement of the parties. 3 . 4 The Consultant 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 the Consultant 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 interest charge 4 shall be limited to the maximum amount legally allowed by law. 3 . 5 The event of delays or failures of performance of the Consultant 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 the Consultant. 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 as described in the attached Schedules A, B and C, shall specifically include the work detailed in the articles below. 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 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 the Consultant to the City in writing. When in the Consultant' s opinion, any directive from the City constitutes a change to this Agreement, the City shall be notified immediately for authorization of any such change. The Consultant 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. The Consultant 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 The Consultant will not discriminate against any employee or applicant for employment because of age, race, color, 6 marital status or the presence of any sensory, mental or physical handicap, sex, or national origin. ARTICLE 8 - CONTRACTOR DUTIES 8 . 1 The Consultant 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 The Consultant 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 the Consultant' s 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 the Consultant 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 or determined by a trier of fact. The City of Kent agrees to defend, indemnify and hold harmless the Consultant 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, incluing any claims made by employees of the City. 7 8 . 3 The Consultant 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 the Consultant basic fee and not chargeable to the City. 8 . 4 The Consultant 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 the Consultant shall be the Consultant' s opinion based upon its professional judgment and experience. The Consultant 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 majority of disputed issues on matters before or submitted to the arbitrator. 8 9 . 2 Upon acceptance of this Agreement, the City and the Consultant 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 The Consultant 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 DAY OF _ 119 CITY OF KENT PARAMETRIX, INC. 220 Fourth Ave. S . 1231 Fryar Avenue Kent, Washington 98032 P. 0. Box 460 Sumner, WA 98390 By: Dan Kelleher, Mayo 'G1eorgaeJL. Capesqtan , .E. Principal Approved as to form: By: an a Driscoll City Attorney ATTEST: Marie Jens City Cl rk M802 10 SCHEDULE OF FEES 11 MILL CREEK - EARTHWORKS PARR/EROSION CONTROL STUDY City of Rent/Parametrix, Inc. Schedule B SCOPE OF WORK August 1989