HomeMy WebLinkAboutR-2023-059-Approving an Agreement for Engineering Services Between the City of Riverside and Evergreen Skateparks, LLC RESOLUTION NO. R-2023-059
A RESOLUTION APPROVING AN AGREEMENT FOR ENGINEERING SERVICES BETWEEN
THE CITY OF RIVERSIDE MISSOURI AND EVERGREEN SKATEPARKS, LLC
WHEREAS, the City of Riverside, Missouri, (the "City") desires to retain the services of a
design and engineering firm whose duties and responsibilities would include services for the
Renner Brenner Skatepark Improvements; and
WHEREAS, Missouri law establishes a policy that selection of an engineering firm is to
be based upon competence and qualification, followed by negotiation of fair and reasonable
prices; and
WHEREAS, the City issued a Request for Qualifications for Renner Brenner Skatepark
Master Planning; and
WHEREAS, the City received three (3) Statements of Qualifications in response; and
WHEREAS, Evergreen Skateparks, LLC ("Evergreen"), registered in Oregon, submitted
a Statement of Qualification; and
WHEREAS, the Capital Projects and Parks Manager and Skatepark Steering
Committee, reviewed the statements and conducted interviews with three firms and determined
that Evergreen was qualified; and
WHEREAS, an Agreement for Engineering Services (the "Agreement") ("Attachment 1"
attached hereto and incorporated herein) was then prepared that is structured so that the base
agreement provides for generalized services, while more specific services required, will be
authorized in the form of a Task Order which will be individually approved by the Board of
Aldermen, and they set forth specific scope of services, compensation, scheduling, and other
necessary terms as dependent upon the nature of the project and work requested; and
WHEREAS, the staff recommends to the Board the passage and approval of this
resolution approving the Agreement and;
WHEREAS, the AGREEMENT fulfills a public purpose, will further the growth of the City,
facilitate the orderly development of the City, improve the environment of the City, foster
increased economic activity within the City, increase employment opportunities within the City,
enable the City to direct development, and otherwise is in the best interest of the City by
furthering the health, safety, and welfare of its residents and taxpayers.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. AGREEMENTS APPROVED. It is in the best interest of the City, in order
to further the objectives of development of the City, and to further the health, safety, and welfare
of its residents, businesses and taxpayers to APPROVE the Agreement for Engineering
Services (the "Agreement") ("Attachment 1" attached hereto and incorporated herein).
SECTION 2. AUTHORITY TO EXECUTE. The Mayor, City Administrator, and all other
required city officials are authorized to execute the AGREEMENT authorized herein together
with any and all documents necessary or incidental to the performance thereof and to take such
RESOLUTION NO. R-2023-059
other actions as may be deemed lawful, necessary and/or convenient to carry out and comply
with the intent of this Resolution.
SECTION 3, SEVERABILITY CLAUSE. The provisions of this resolution are severable
and if any provision hereof is declared invalid, unconstitutional or unenforceable, such
determination shall not affect the validity of the remainder of this resolution.
SECTION 4. EFFECTIVE DATE. This Resolution shall be in full force and effect from
and after the date of its passage and approval.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,
the iiit-l' day of June 2023.
Kat en L. Rose, Mayor
'ATTEST:
Lf
Robin Kincaid; 'ity Clerk
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AGREEMENT FOR ENGINEERING SERVICES
THIS AGREEMENT is entered into as of the day of June, 2023 (the "Effective
Date"), by and between Evergreen Skateparks, LLC, having an office at 5327 SE 69111 Ave.,
Portland, OR 97206 ("Evergreen") and the City of Riverside, Missouri, a Missouri municipal
corporation (the "City").
WHEREAS, the City desires to engage Evergreen to provide services to the City
regarding engineering services as more fully described in Exhibit A, entitled "Project Services"
attached hereto and incorporated herein by reference.
NOW, THEREFORE, in consideration of the promises and mutual covenants between
the parties and for other good and valuable consideration the receipt of which is acknowledged
by the parties, they agree as follows.
1. Term of Agreement.
This non-exclusive Agreement shall begin as of the Effective Date and shall continue until
terminated as provided herein.
2. Scope of Services.
A. General. Evergreen shall provide the Project Services described in Exhibit A. Evergreen
is solely responsible for payment of wages, salaries, fringe benefits and other compensation of,
or claimed by, Evergreen's personnel in the performance of the Project Services, including,
without limitation, contributions to any employee benefit plans and all payroll taxes.
B. Project Specific. In addition to the Project Services to be provided pursuant to this
Agreement, the City may task Evergreen to provide additional professional engineering services on
a project-specific basis. In the event Evergreen is tasked to provide such services, the City and
Evergreen shall acknowledge a separate Task Order in the form attached hereto as Exhibit C in its
substantial form, which describes the scope of services to be provided by Evergreen and the City,
providing for compensation for services to be provided by Evergreen, and providing completion
times for said services, and any other necessary matters. The compensation to be paid Evergreen
pursuant to any supplemental agreement shall be at the rates set forth in Exhibit B attached hereto
and incorporated herein by reference unless otherwise agreed in the Task Order. In no event is any
work in excess of that described in Exhibit A authorized by this Agreement without the City and
Evergreen first entering into a Task Order.
3. Compensation and Invoices.
A. The City agrees to compensate Evergreen in accordance with the Compensation Schedule
contained in Exhibit B.
B. The City will pay all proper invoices within thirty (30) days of receipt. The following
establishes the invoice procedure:
1. All invoices shall contain a narrative entry sufficient to describe the work or task
performed and an indication of the person and job classification who performed
the work.
2. Evergreen shall not charge the City more than $0.10 per page (for 8 '/2 x 11"
paper). If an outside copying job (e.g., FedEx Office) is required, Evergreen shall
only bill the actual cost incurred for photocopying with no markup.
3, All other out-of-pocket expenses will be for actual cost only with no markup
(includes meals, hotels, courier, printing of plan sheets, special delivery, etc.).
C. The City shall have the right to withhold payment to Evergreen for any work not
completed in a satisfactory manner until such time as Evergreen modifies such work to the
satisfaction of the City.
4. The City's Responsibilities.
The City shall give prompt notice to Evergreen of any matters of which the City becomes aware
that may affect the Project Services of Evergreen. The City shall cooperate with Evergreen in
performing the Project Services by making available at reasonable times and places relevant City
documents and pertinent City officers and employees to advise, assist, consult and direct
Evergreen. The City shall examine documents submitted by Evergreen and render decisions
promptly as may be required.
5. Insurance.
A. General Provisions. Evergreen shall file (by the Effective Date) with the City evidence
of liability insurance that is consistent with the amounts set forth below.
B. Limits and Coverage.
1. A policy of insurance for Commercial General Liability Coverage shall be
provided in the aggregate amount of not less than $2,000,000 for all claims and
$1,000,000 per occurrence. A policy of insurance for Automobile Liability
Coverage shall also be provided in the amount of not less than $1,000,000 on a
combined single limit. The City shall be listed as an additional insured as respects
both policies. Neither policy shall not be cancelled, or materially modified so as
to be out of compliance with the requirements of this section, or not renewed
without thirty (30) days advance written notice of such event being given to the
City.
2. Evergreen shall obtain and maintain Workers' Compensation Insurance for a limit
of$500,000 for all of their respective employees, and in case any work is sublet,
Evergreen shall require any subcontractors to provide Workers' Compensation
insurance for all subcontractor's employees, in compliance with Missouri law.
Evergreen hereby indemnifies the City for any damage resulting to it from failure
of either Evergreen or any contractor or subcontractor to obtain and maintain such
insurance. Evergreen shall provide the City with a certificate of insurance
indicating Workers' Compensation coverage by the Effective Date.
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3. Professional Liability Insurance covering claims resulting from engineering and
surveying errors and omissions with a limit of $1,000,000 per occurrence and
$2,000,000 aggregate.
6. Termination.
The City may terminate this Agreement at any time, with or without cause, by giving thirty (30)
days' notice to the other party in writing. In the event of termination, all finished or unfinished
reports, or other material prepared by Evergreen pursuant to this Agreement, shall be provided to
the City. Upon termination the City shall pay Evergreen for all services rendered and costs
incurred up through the termination date for any satisfactory work completed on the project prior
to the date of termination.
7. Relationship of Parties.
It is the intent of the parties that Evergreen shall be an independent contractor in its capacity
hereunder. Nothing herein shall be construed to create an employer-employee relationship. All
services performed pursuant to this Agreement shall be performed by Evergreen as an
independent contractor. Evergreen shall not have the power to bind or obligate the City except
as set forth in this Agreement or as otherwise approved by the City in writing.
8. Notices.
Any notice, approval or other communication between the City and Evergreen pursuant to this
Agreement shall be made in writing and shall be deemed to be effective upon receipt or refusal
of service and may be given by personal delivery, courier, reliable overnight delivery or deposit
in the United States mail, postage prepaid, registered or certified, return receipt requested, to the
address specified below or to such other address as may later be designated by written notice of
the other party:
The City: Evergreen:
City of Riverside Evergreen Skateparks, LLC
Attn: Noel Bennion, Parks Manager Attn: Ben Hlavacek
2950 NW Vivion Road 5327 SE 69th Ave.
Riverside, Missouri 64150 Portland, OR 97206
nbennion@riversidemo.gov bengevergreenskateparks.com
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Evergreen.
9. Disputes.
In the event of a dispute between the City and Evergreen arising out of or related to this
Agreement, the aggrieved party shall notify the other parties of the dispute within a reasonable
time after such dispute arises in an effort to resolve the dispute by direct negotiation or
mediation. During the pending of any dispute, the parties shall continue diligently to fulfill their
respective obligations hereunder.
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10. Waiver.
A waiver by any party of any breach of this Agreement by any other party shall only be in
writing. Such a waiver shall not affect the waiving party's rights with respect to any other or
further breach or the same kind of breach on another occasion.
11. Severability.
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement.
Any invalid, illegal or unenforceable provision shall be deemed severed from this Agreement,
and the balance of this Agreement shall be construed and enforced as if it did not contain the
particular portion or provision held to be invalid, illegal or unenforceable. The parties further
agree to amend this Agreement to replace any stricken provision with a valid, legal and
enforceable provision that comes as close as possible to the intent of the stricken provision. The
provisions of this Section shall not prevent this entire Agreement from being invalidated should a
provision which is of the essence of this Agreement be determined to be invalid, illegal or
unenforceable.
12. Entire Agreement; Governing Law.
This Agreement constitutes the entire and integrated agreement between the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements and
negotiations with respect thereto. This Agreement may be amended only by a written instrument
signed by all parties. This Agreement shall be governed by the laws of the State of Missouri. In
the event this Agreement is litigated, venue shall be proper only in the Circuit Court of Platte
County, Missouri.
13. Counterparts.
This Agreement may be executed in separate counterparts.
14. Assignment.
Neither the City nor Evergreen shall assign any rights or duties under this Agreement without the
prior written consent of the other party, which consent may be granted or withheld in such other
party's absolute discretion. Nothing contained in this Section shall prevent Evergreen from
engaging independent Evergreens, associates, and subcontractors to assist in performance of the
Project Services, provided however, in the event Evergreen employs independent Evergreens,
associates, and subcontractors to assist in performing the Project Services, Evergreen shall be
solely responsible for the negligent performance of the independent Evergreens, associates, and
subcontractors so employed. Each party binds itself and its successors and assigns to all
provisions of this Agreement.
15. No Third Party Rights.
The provisions of this Agreement shall not be deemed to create any third party benefit hereunder
for any member of the public or to authorize any one, not a party hereto, to maintain suit
pursuant to the terms of this Agreement.
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16. Opinions of Cost.
Evergreen's opinion of probable construction costs shall be made on the basis of experience and
qualification as a professional engineer, but Evergreen does not warrant or guarantee that
proposals, bids, or actual costs will not vary from Evergreen's costs estimates.
17. Good Faith Efforts and Cooperation.
The parties agree to use good faith efforts in a professional manner in the performance of their
services and covenants in this Agreement and to cooperate at all times and coordinate their
activities as necessary during the Term of this Agreement to assist in performance of the Project
Services and to ensure performance of the Project Services in an efficient and timely manner.
18. Authority.
Each party represents to the other parties that it has the power and authority to enter into this
Agreement and that the person(s) executing it on its behalf has the power to do so and to bind it
to the terms of this Agreement. Evergreen represents that it has taken all action necessary or
appropriate to authorize it to execute, deliver and perform this Agreement and to cause it to be
binding upon Evergreen.
19. Covenant Against Contingent Fees.
Evergreen warrants that Evergreen has not employed or retained any company or person, other than
a bona fide employee working for Evergreen,to solicit or secure this Agreement, and that Evergreen
has not paid or agreed to pay any company or person, other than a bona fide employee, any fee,
commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this Agreement. For breach or violation of this warranty, the
City shall have the right to annul this Agreement without liability or, at its discretion,to deduct from
the contract price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift,or contingent fee.
20. Ownership of Documents.
Payment by City to Evergreen as provided herein shall vest in City title to all drawings, sketches,
studies, analyses, reports, models, and other paper, documents, computer files, and material
produced by Evergreen exclusively for the Project Services performed pursuant to this Agreement
up to the time of such payments, and the right to use the same without other or further
compensation, provided that any use for another purpose shall be without liability to Evergreen.
Upon completion of the Project Services, Evergreen shall deliver to City possession of all records
pertaining to the Project Services.
21. Compliance with Laws.
Evergreen shall comply with all federal, state, and local laws, ordinances, and regulations applicable
to the Project Services. Evergreen shall secure all licenses, permits, etc. from public and private
sources necessary for the fulfillment of its obligations under this Agreement.
22. Evergreen's Endorsement.
Evergreen shall endorse as necessary all plans, specifications, estimates, and engineering data
furnished by it.
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23. Indemnification and Hold Harmless.
Evergreen shall indemnify and hold harmless City and its officers, employees, elected or
appointed officials, and attorneys, each in their official and individual capacities, from and
against judgments, damages, losses, expenses, including reasonable attorneys' fees, to the extent
caused by the negligent acts, errors, omissions, or willful misconduct of Evergreen, or its
employees, or subcontractors, in the performance of Evergreen's duties under this Agreement, or
any supplements or amendments thereto.
24. Professional Responsibility.
Evergreen will exercise reasonable skill, care, and diligence in the performance of its services in
accordance with customarily accepted professional engineering practices. If Evergreen fails to meet
the foregoing standard, Evergreen will perform at its own cost, and without reimbursement from
City, the professional engineering services necessary to correct errors and omissions that are caused
by Evergreen's failure to comply with above standard.
25. Tax Exempt.
City and its agencies are exempt from State and local sales taxes. Sites of all transactions
derived from this Agreement shall be deemed to have been accomplished within the State of
Missouri.
26. Safety.
In the performance of the Project Services, Evergreen shall comply with the applicable
provisions of the Federal Occupational Safety and Health Act, as well as any pertinent federal,
state and/or local safety or environmental codes.
27. Anti-Discrimination Clause.
Evergreen and its agents, employees, or subcontractors shall not in any way, directly or
indirectly, discriminate against any person because of age, race, color, handicap, sex, national
origin, or religious creed.
28. Force Majeure.
Neither party will be liable for inadequate performance to the extent caused by a condition (for
example, natural disaster, act of terrorism, riot, labor condition) that was beyond the party's
reasonable control.
IN WITNESS WHEREOF, Evergreen and the City have executed this Agreement as of the
Effective Date.
(rest of page intentionally left blank)
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EVERG ' EN S TEPA• S,LLC: CITY OF VERSIDE,MISSOLT"
By: By:
Name: Name: Kathleen L. Rose
Title: Title: Mayor
Dated:
Arl'EST:
Robin Kineal , City Clerk
By:
Name: Ian Kora
Title: City A nlinistrator
Dated: 4itio
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'
WORK AUTHORIZATION AFFIDAVIT PURSUANT TO 285.530, RSNIo
STATE()PMlS8OUQ2 )
/ so.
COUNTY OF
BEFORE ME, the undersigned ucdhVrhp, personally appeared � � _ who,
being duly sworn, atutsx on his oath or affirmation as follows:
l. My name im and lunucurrently the � ' of
(hereinafter"Contractor"),
vvbosc bumiocoo address is _ and l
om authorized to make this Affidavit. -
2. l oomof sound mind and capable o[making this Affidavit, and am personally acquainted with
the facts stated herein.
3. Evergreen is muro|icd in and participates in o federal work authorization program with respect
to the cnoployoca working in connection with the provision ofEngineering Services.
4. Evergreen does not knowingly employ any person who is an unauthorized alien in connection
with the contracted services set forth above.
| Diant-- ----- � �
Printed Name
Subscribed and sworn to before nuethis day of 2023.
Notary Public
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EXHIBIT A
Project Services
Perform design and engineering services, including but not limited to:
• Needs and Opportunity Analysis, including input from stakeholders
• Utility and property surveys (if needed)
• Design Development, including input from stakeholders.
• Master Planning
• Construction Documents
• Bidding Specifications and Documents
• Cost Estimates
• Plan phasing (if needed)
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Exhibit B
Compensation Schedule
Project Manager: $100/hour
Landscape Architect: $110/hour
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Exhibit C
Form of Task Order
Task Order Number
For Engineering Services
This Task Order is entered into as of the{ ,20 (the "Effective Date"),
by and between Evergreen Skateparks, LLC, having an office at 5327 SE 69th Ave., Portland,
OR 97206 ("Evergreen") and the City of Riverside, Missouri, a Missouri municipal corporation
(the "City").
WHEREAS, the City has engaged Evergreen to provide engineering services pursuant to
the Agreement for Engineering Services dated 20 pursuant to which the
City may task Evergreen to provide additional professional engineering services on a project-
specific basis by acknowledging a separate Task Order.
NOW, THEREFORE, in consideration of the promises and mutual covenants between the
parties and for other good and valuable consideration the receipt of which is acknowledged by
the parties, they agree as follows:
1. Incorporation of Base Agreement. This Task Order is subject to all terms and
conditions contained in the Agreement for Engineering Services dated , 20 ,
that are not inconsistent with the specific terms contained herein, and the Agreement for
Engineering Services dated ,,20 between the parties is incorporated herein
as if set forth in full by this reference.
2. Scope of Services. The Scope of Services pursuant to this Task Order are as contained in
Exhibit A.
3. Term. Evergreen shall begin work pursuant to this Task Order upon its Effective Date,
and shall [continue until otherwise completed or this Task Order is terminated] [be completed by
final acceptance of the project as approved by the City].
4. Compensation. Unless compensation is set forth in this Task Order, compensation shall
be as provided in the Agreement for Engineering Services dated , 20 ,
between the parties.
5. Project Schedule.
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IN WITNESS WHE OF, Evergreen and the City have executed this Agreement as of the
Effective Date.
EVERG EN S TEPARKS,LLC: CITY OF ' VERSIDE,MISSOU'
By: By:
Name: Name: Kathleen L. Rose
Title: Title: Mayor
Dated: Dated:
ATTEST:
Robin Kincaid, City Clerk
By:
Name: Brian Koral
Title: City Administrator
Dated:
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