2007/05/02 Council Agenda Packet

intangible property for purposes other than for this Project shall be at the City's sole risk, without liability or responsibility to Contractor. 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 the date of execution of this Agreement and shall be completed by December 31,2009. 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. Contractor may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses" means those types and amounts of expenses either listed in Exhibit A or such expenses as are approved for reimbursement by the City in writing prior to the expense being incurred. If Exhibit A is either blank or not attached, expenses may not be reimbursed unless prior written approval was obtained from the City. An expense shall not be reimbursed if: (1) the expense is not identified in Exhibit A; (2)the expense exceeds the per item or cumulative limits for such expense if it is identified in Exhibit A; or (3) the expense was not approved in writing by an authorized City representative prior to the Contractor incurring the expense. If,and to the extent, overnight lodging in western Washington is authorized, Contractor is strongly encouraged to lodge within the corporate limits of City. When authorized, Contractor will be reimbursed 100% of lodging expense, if lodged within the corporate limits of the City, but Contractor will be reimbursed 50% of lodging expense when lodged outside the corporate limits of the City. If authorized, the City may (at its sole option) obtain or arrange air travel for the Contractor. C. Total compensation, including all services of the Contractor and its subcontractors, subconsultants, and agents and their expenses, shall not exceed a maximum of Two Million Five Hundred Thousand Dollars ($2,500,000). The rates for such services are attached as Exhibit A. The range of fees anticipated for Work on the following City Projects are as follows: (Known)Work Potential Fee Range GEC Management $100,000- $150,000 Roundabout $480,000-$600,000 415t Street Extension $540,000-$640,000 Main Road Extension—Pre-Design $150,000-$200,000 Site Topographic Survey(each) $35,000-$50,000 Landfill Preload and Grading $200,000- $300,000 Preload Survey Monitoring $40,000-$50,000 Contingency and Misc.Projects/Tasks $200,000-$300,000 D. If Contractor fails or refuses to correct its work when so directed by the City,the City may withhold from any payment otherwise due an amount that the City in good faith believes is 2 6