Loading...
Three Party AgreementAgreement for Development Review Services Conceptual Master Site Plan Section 17.62.045 YMC THIS AGREEMENT, between the City of Yelm (“City”), Thurston Highlands Associates (“Applicant”), and Shea and Carr, Inc. (“Consultant”) provides for engineering review services for the City of Yelm in its review of the Thurston Highlands Master Planned Community conceptual master site plan, as described in Attachment A. Section I - Work To Be Performed by Consultant The Consultant will perform the work described in Attachment A to assist the City of Yelm in its review of the technical reports being prepared as part of the Environmental Impact Statement for the Thurston Highlands Master Planned Community. Section II - Fees The estimated fee for this work will be billed on a time and materials basis in accordance with the billing rate table, Attachment B to this agreement, up to $18,000.00. Section III - Mutual Agreements This Agreement represents the entire understanding of the Consultant, the Applicant and the City as to the matters contained herein. The Agreement may not be modified or altered except in writing, signed by the parties. The Consultant will make reasonable efforts to complete the work within the budget and will keep the City and the Applicant informed of progress toward that end so that the budget can be adjusted if necessary. Section IV - Authorization In signing this Agreement, the City, the Applicant, and the Consultant concur with the Scope of Work as outlined and specifically authorize the Consultant to proceed with the work as described. Section V - Indemnification The Consultant agrees to defend, indemnify and hold harmless the City and the Applicant from and against any and all liability, loss, cost, damage, and expense, including costs and reasonable fees in defense thereof, because of actions, claims or lawsuits for damages because of personal or bodily injury, including death at any time resulting there from, sustained or alleged to have been sustained by any person or persons and on account of damage to property including loss of use thereof, arising out of or in consequence of the performance of this Agreement, when such injury is due to the negligence of the Consultant, subcontractors, agent, successors or assigns. The City and the Applicant agree to indemnify the Consultant from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the City or the Applicant, employees of the City or the Applicant, or agents in connection with the services of this Agreement. If the negligence or willful misconduct of the City, the Applicant, and the Consultant (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost or expense shall be shared between the City, the Applicant, and the Consultant in proportion to their relative degrees of negligence or willful misconduct. Section VI - Insurance The Consultant shall maintain during the life of this Agreement the minimum public liability and property damage insurance. Section VII - Integration This Agreement represents the entire understanding of the City, the Applicant, and the Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. Section VIII - Jurisdiction This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in the Superior Court of Washington State, Thurston County. Section IX - Suspension of Work The City may suspend, in writing, all or a portion of the work under this Agreement in the event unforeseen circumstances beyond the control of the City make normal progress in the performance of the work impossible. The Applicant may also suspend, in writing, all or a portion of the work under this Agreement, provided that the Applicant provides a reasonable justification in writing to the City. The Consultant may request that the work be suspended by notifying the City, in writing, of circumstances that are interfering with normal progress of the work. In the event that the period of suspension exceeds thirty (30) days, the Agreement will be subject to re-negotiation and both parties are granted the option to terminate work on the suspended portion of the project. Section X - Termination of Work In connection with the work outlined in this contract, it is agreed that the City, with consent of the Applicant, may cancel or indefinitely suspend further work hereunder or terminate this contract upon five (5) days' written notice to the Consultant with the understanding that immediately upon receipt of said notice all work and labor being performed under this contract shall cease immediately. Before the end of such five (5) day period, the Consultant shall invoice the City for all work completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. On termination, the Consultant will be paid for all authorized services performed up to the termination date plus termination expenses, such as, not limited to, subcontract termination costs, and related close-out costs. Section Xl - Independent Contractor Services shall be furnished by the Consultant as an independent contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant. All payments made hereunder and all services performed herein shall be made and performed pursuant to this Agreement by the Consultant as an independent contractor. Section XII - Non-Discrimination In performing the services required hereunder, the Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, physical handicap, creed, political ideology, marital status, sexual orientation, or sensory or mental handicaps. Section XIII - Notices Grant Beck, Community Development Director City of Yelm P.O. Box 497 105 Yelm Avenue West Yelm, WA 98597 Steve Chamberlain Thurston Highlands, LLC 4200 6th Avenue SE Suite 301 Lacey, WA 98503 Perry Shea, P.E. Shea & Carr, Inc. P.O. Box 12654 Olympia, WA 98508-2654 THIS AGREEMENT commences on the _______ day of June, 2006. Grant Beck, Director City of Yelm Community Development Department Steve Chamberlain, P.E. Thurston Highlands, LLC Perry Shea, P.E. Shea & Carr, Inc.