2003/07/30 Council Agenda Packet

044.77 CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this day of , ,by and between the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter referred to as the "City," and CH2M HILL, Inc., whose address is P.O. Box 91500, Bellevue,WA 98009-2050,hereinafter referred to as the "CH2M Hill." WHEREAS,the City desires to engage CH2M Hill to provide engineering support during construction for the City of Everett; and WHEREAS, CH2M Hill represented, and by entering into this Agreement now represents,that it is fully qualified to perform the work to be performed hereunder in a competent and professional manner; NOW,THEREFORE, the parties herein do mutually agree as follows: 1. Engagement of CH2M Hill. The City hereby agrees to engage CH2M Hill, and CH2M Hill hereby agrees,to perform the work in a competent and professional manner and provide the services described in the attached "Exhibit A - Scope of Work". The Scope of Work so identified is hereafter referred to as "Work". Without a written directive of an authorized representative of the City, CH2M Hill shall not perform any services that are in addition to, or beyond the scope of, the Work. If CH2M Hill's proposal is attached as an exhibit, and if such proposal contains or incorporates any conditions or terms in addition to or different from the terms of this Agreement, then CH2M Hill expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and CH2M Hill. If, and to the extent, the Work includes the design of a public work or improvement,in whole or in part, CH2M Hill's design shall be reasonably accurate, adequate and suitable for its intended purpose to the standard normally employed by professional engineers or consultants performing the same or similar services at the time said services are performed. 2. Intellectual Property Rights. Reports, drawings, plans, and specifications created in furtherance of the Work are property of the City for all purposes, whether the project for which they are made is executed or not, and may be used by the City for any purpose. The City owns all intellectual property interests in such reports, drawings, plans and specifications. Any processes or programs used by CH2M Hill to create such reports, drawings, plans and specifications belong to CH2M Hill, whether such process or programs existed before this Agreement or were created during CH2M Hill's performance of the Work. Unless CH2M Hill consents in writing to the City's use of such reports, drawings, plans and specifications on any project that is not the subject of this Agreement, the City waives any Claim against CH2M Hill resulting from such use. 55