2005/03/02 Council Agenda Packet

3 CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this day of , 2005,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 INCA Engineers,Inc.,whose address is 400 112th Avenue NE, Suite 400,Bellevue, Washington 98004,hereinafter referred to as the"Contractor." WHEREAS,the City desires to engage the Contractor to conduct preliminary design services and environmental documentation of the North Everett Transit Center for the City of Everett;and WHEREAS,Contractor 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 Contractor. The City herby agrees to engage the Contractor,and the Contractor herby 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,the Contractor shall not perform any services that are in addition to,or beyond the scope of,the Work. If the Contractor'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 the Contractor expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and Contractor. If, and to the extent the Work includes the design of a public work or improvement, in whole or in part, Contractor's design shall be reasonably accurate, adequate and suitable for its intended purpose. 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. Contractor retains any intellectual property rights in documents and intangible property created by Contractor prior to engagement, or not created by Contractor for its performance of this Agreement. 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the date of execution of this Agreement and shall be completed by August 1,2005. 4. Compensation. A. The City shall pay the Contractor only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services rendered, including, but not limited to,all labor,materials,supplies,equipment and incidentals necessary to complete the Work. B. The Contractor shall be paid such amounts and in such manner as described in Exhibit B. C. Contractor may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses"means those types and amounts of expenses either listed in Exhibit C or such expenses as are approved for reimbursement by the City in writing prior to the expense being incurred. If • INCA Engineers,Inc 1