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HomeMy WebLinkAboutCAG1989-025 - Original - Shapiro & Associates, Inc. - Stormwater Detention & Enhanced Wetland Engineering Services - 09/12/1989 CONTRACT FOR ENGINEERING SERVICES BETWEEN THE CITY OF KENT AND SHAPIRO AND ASSOCIATES, 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 Shapiro & Associates, Inc. hereinafter referred to as Shapiro & Associates, to perform the scope of work described herein. The City acknowledges that Shapiro & Associates 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 Shapiro & Associates services are Environmental Consulting services provided to the City for the predesign of a combined stormwater detention/enhanced wetland at the old City of Kent lagoons. Shapiro & Associates will act as an independent contractor. Shapiro & Associates 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 Shapiro & Associates 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. Shapiro & Associates may retain copies for their own use throughout the period of this Agreement. Any computer data and files created by Shapiro & Associates under this agreement also constitutes property of the City and shall be stored at Shapiro & Associates 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 Shapiro & Associates agree that in all matters relating to this Agreement, the City and Shapiro & Associates 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 Shapiro & Associates to represent the interests of the City at meetings and interagency briefings in performing duties under the Scope of Work provisions below. Shapiro & Associates shall not be an employee of the City. 1. 6 The City warrants the accuracy of any information supplied by it to Shapiro & Associates; Shapiro & Associates acknowledges that Shapiro & Associates will not verify the accuracy of such information, and agrees that Shapiro & Associates 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 Shapiro & Associates 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 Shapiro & Associates 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, Shapiro & Associates 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 Shapiro & Associates reports, drawings, prints, plans, field notes, specifications and any and all other documents and recordings prepared by Shapiro & Associates 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 Shapiro & Associates. This final payment, when added to all payments previously made, shall compensate Shapiro & Associates 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 Shapiro & Associates 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 $37 , 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 Shapiro & Associates and such modification is agreed to by the City and Shapiro & Associates the payment for services and 'maximum contract amount shall be adjusted accordingly upon agreement of the parties. 3 . 4 Shapiro & Associates 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 Shapiro & Associates 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 Shapiro & Associates 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 Shapiro & Associates. 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. 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. 2 Communications and contacts with the City or which affect the contract cost, fee, schedule, scope of services or other 5 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 Shapiro & Associates 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. Shapiro & Associates 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. Shapiro & Associates 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 Shapiro & Associates will not discriminate against any employee or applicant for employment because of age, race, color, marital status or the presence of any sensory, mental or physical handicap, sex, or national origin. 6 ARTICLE 8 - CONTRACTOR DUTIES 8 . 1 Shapiro & Associates 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 Shapiro .& Associates 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 Shapiro & Associates 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 Shapiro and Associates, Inc. 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 Shapiro & Associates 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 Shapiro & Associates 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) . 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 Shapiro & Associate' s basic fee and not chargeable to the City. 8 .4 Shapiro & Associates 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 Shapiro & Associates shall be in Shapiro & Associate ' s opinion based upon its professional judgment and experience. Shapiro & Associates 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 Shapiro & Associates 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 Shapiro & Associates 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 i , 19 CITY OF KENT SHAPIRO & ASSOCIATES, INC. 220 Fourth Ave. S. The Smith Tower Suite #1400 Kent, Washington 98032 Seattle, WA 98104 By. By• Dan Kelleher, Mayor Approved as .to form: AA San ra Driscol City Attorney ATTEST: Marie Jen en, Cit Clerk 10 SCHEDULE OF FEES TASK TASK # Public Education 1 $ 2 , 500 Background 2 $ 1, 700 Alternatives 3 $15, 000 AH. Analysis 4 $10, 000 Recommended Plan 5 $ 3 , 000 Report Preparation 6 1 5 . 000 $37 , 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. 11