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<br /> CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> General Engineering and Consulting (GEC) Management
<br /> Riverfront Development— Landfill gas, leachate collection system, storm
<br /> water, and sewer design
<br /> THIS AGREEMENT made and entered into on this day of , 2008,by and
<br /> between the CITY OF EVERETT,a municipal corporation under the laws of the State of Washington,
<br /> hereinafter referred to as the"City,"and BHC Consultants,LLC., whose address is 720 Third Avenue,
<br /> Suite 1200, Seattle,WA 98104-1820 hereinafter referred to as the"Contractor."
<br /> WHEREAS,the City desires to engage the Contractor to provide general engineering and consulting
<br /> management services for the Everett Riverfront Development—Modified Group2: Leachate,Landfill Gas
<br /> (LFG), Stormwater, Sewer and Lift Station Design project(s); and
<br /> WHEREAS,Contractor represented,and by entering into this Agreement now Represents,that it has
<br /> received and has familiarized itself with the requirements of the Property Disposition Agreement between
<br /> the City of Everett and OliverMcMillan, LLC, dated February 21, 2007,and the Consent Decree entered
<br /> into between the City and Ecology dated April 2, 2001, including the Consent Decree's Restrictive
<br /> Covenant dated January 14,2002 and final Cleanup Action Plan; and
<br /> WHEREAS, Contractor represented, and by entering into this Agreement now represents,that it is fully
<br /> qualified to perform the work to be performed hereunder in a competent and professional manner;
<br /> NOW,THEREFORE,the parties herein do mutually agree as follows:
<br /> 1. Engagement of Contractor. The city hereby agrees to engage the Contractor, and the
<br /> Contractor hereby agrees,to perform the work in a competent and professional manner consistent with the
<br /> standard of care used by other experienced and skilled professionals providing similar services.
<br /> Contractor shall provide the services described in the attached"Exhibit B—Scope of Work". The Scope
<br /> of Work so identified is hereafter referred to as"Work". Without a written directive of an authorized
<br /> representative of the City,the Contractor shall not perform any services that are in addition to,or beyond
<br /> the scope of,the Work. If the Contractor's proposal is attached as an exhibit,and if such proposal
<br /> contains or incorporates any conditions or terms in addition to or different from the terms of this
<br /> Agreement, then the Contractor expressly agrees that such conditions or terms are neither incorporated
<br /> nor included into this Agreement between the City and Contractor. If,and to the extent the Work
<br /> includes the design of a public work or improvement, in whole or in part,Contractor's design shall be
<br /> reasonably accurate, adequate and suitable for its intended purpose.
<br /> 2. Intellectual Property Rights. Reports drawings,plans, specifications and any other intangible
<br /> property created in furtherance of the Work are property of the City for all purposes,whether the project
<br /> for which they are made is executed or not,and may be used by the City for any purpose. Any re-use by
<br /> the City of these reports, drawings, plans, specifications and other intangible property for purposes other
<br /> than for this Project shall be at the City's sole risk,without liability or responsibility to Contractor.
<br /> Unless otherwise expressly agreed in writing, all intellectual property rights in such documents or
<br /> intangible property created pursuant to this Agreement,or for the City of Everett, belong to the City of
<br /> Everett. Contractor retains any intellectual property rights in documents and intangible property created
<br /> by Contractor prior to engagement,or not created by Contractor for its performance of this Agreement.
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