2003/08/27 Council Agenda Packet

477- . _ 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 Brown and Caldwell,whose address is, 701 Pike Street, Suite 1200, Seattle,WA 98101 hereinafter referred to as the "Brown& Caldwell." WHEREAS,the City desires to engage Brown& Caldwell to design the expansions at the WPCF, provide Plans and Specifications for bidding purposes and provide assistance during construction for the City of Everett;and WHEREAS, Brown & Caldwell 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 Brown & Caldwell_ The City hereby agrees to engage Brown& Caldwell,and Brown & Caldwell 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,Brown& Caldwell shall not perform any services that are in addition to,or beyond the scope of,the Work. If Brown &CaldweIl'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 Brown& Caldwell expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and Brown&Caldwell. If, and to the extent,the Work includes the design of a public work or improvement,in whole or in part,Brown& Caldwell's design shall be reasonably accurate,adequate and suitable for its intended purpose as set forth in the Scope of Work. If a GC-CM approach for collaborative design is adopted for the project,Brown& Caldwell shall not be liable for inaccuracies or inadequacies of design to the extent caused by decisions made by the City or construction contractor. 2. Intellectual Property Rights. Reports,drawings,plans, specifications and any other intangible property 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. Unless otherwise expressly agreed in writing,all intellectual property rights in such documents or intangible property created pursuant to this Agreement, or for the City of Everett, belong to the City of Everett. Brown& Caldwell retains any intellectual property rights in documents and intangible property created by Brown & Caldwell prior to engagement,or not created by Brown&Caldwell for its performance of this Agreement. 5