2012/10/17 Council Agenda Packet

z- Preconstruction Services Contract `' General Contractor/Construction Manager Services for ti Water Pollution Control Facility Expansion =# ` Phase Cl (Liquid Stream),Phase C2(Solids Handling) 17. Assignment and Conveyance: The GC/CM, and its heirs, executors, administrators, successors, and assigns, do hereby agree to the full performance of all the provisions contained herein. The GC/CM shall not assign or convey its interests or obligations under this Contract without the express written consent of the Owner which may be withheld at Owner's sole discretion. 18. Jurisdiction: This Contract shall be construed and enforced in accordance with the laws of the State of Washington, and the Parties agree that in any litigation, jurisdiction and venue shall be in the Superior Court in and for the County of Snohomish. 19. Sales Tax: The actual amount of sales tax to be paid to the GC/CM will be based on the then current sales tax percentage applied to actual amount of each monthly progress payment, inclusive of approved change orders. For the purposes of invoicing, the GC/CM shall not include sales tax as part of the contract amount in its pay applications, but the appropriate amount of sales • tax will be added by the Owner to each progress payment collected by the GC/CM from the Owner, and paid to the State by the GC/CM. 20. Claims and Disputes: Any claim for additional time and/or payment for work performed under this Contract shall be submitted by GC/CM to Owner in writing within 7 days of the event giving rise to the claim. Failure by GC/CM to submit a timely written claim shall result in a full waiver of said claim. • Any disputes or misunderstandings that may arise under this Contract concerning the GC/CM's performance shall first be resolved through amicable negotiations, if possible, between the GC/CM's Project Manager and the Owner's Project Manager, or if necessary, shall be referred to the Owner's Engineering Superintendent and the GC/CM's corporate executive. If such parties do not agree upon a decision within a reasonable amount of time, the parties may pursue other legal means to resolve such disputes, including but not limited to, alternate dispute resolution processes. 21. Termination: A. Termination for Default 1. The Owner may terminate this Contract, in whole or in part, in writing if the GC/CM substantially fails to fulfill any or all of its obligations under this Contract through no fault of the Owner; City of Everett Page 9 of 13 October 3,2012 Water Pollution Control Facility Expansion 41 _