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3 <br /> ATTACHMENT A <br /> CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this_day of , , by and between <br /> the CITY OF EVERETT,a municipal corporation under the laws of the State of Washington, <br /> hereinafter referred to as the "City," and ,whose address <br /> ,hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to provide financial consulting services relating <br /> to debt issuance; and <br /> WHEREAS, Service Provider represented, and by entering into this Agreement now represents,that it is <br /> fully 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 Service Provider. In a competent and professional manner, Service Provider shall <br /> provide financial consultant services relating to the Bond issue(hereafter referred to <br /> as"Work")described in Attachment A. Without a written directive of an authorized representative of the. <br /> City, Service Provider shall not perform any services that are in addition to,or beyond the scope of,the <br /> Work between the City and Service Provider. If Service Provider's proposal is attached as an exhibit, and <br /> if such proposal contains or incorporates any conditions or terms in addition to or different from the terms <br /> of this Agreement,then Service Provider expressly agrees that such conditions or terms are neither <br /> incorporated nor included into this Agreement between the City and Service Provider. <br /> The City and the Services Provider intend and agree that,to the extent the performance of services by the Services <br /> Provider under this Agreement constitutes municipal advisory activities within the meaning of proposed rule 15Bal <br /> of the Securities Exchange Act of 1934 or otherwise creates a duty of the Financial Services Provider under Section <br /> 15B(c)(1)of the Securities Exchange Act of 1934 or Rule G-23 of the Municipal Securities Rulemaking Board,such <br /> duty does not extend beyond the services to be provided under this Agreement,and such duty does not extend to or <br /> to any other contract,agreement,relationship,or understanding of any nature between the City and the Services <br /> Provider. <br /> 2. Intellectual Property Rights. Unless otherwise expressly agreed in writing,all intellectual property <br /> rights in works created pursuant to this Agreement, or for the City of Everett, belong to the City of <br /> Everett. Service Provider retains any intellectual property rights in works created by Service Provider <br /> prior to engagement, or not for its performance of this Agreement. Service Provider expressly represents <br /> and warrants that the Work shall be original and shall not infringe on another's copyright,or rights in <br /> trade or service marks. Service Provider agrees to defend and indemnify City from any and all claims and <br /> damages arising out of this Agreement or the Work created hereunder. <br /> 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the <br /> date of execution of this Agreement and shall be completed when the bond sale for the 2013 Water& <br /> Sewer Refunding Revenue Bonds has concluded and proceeds have been distributed. <br /> 4. Compensation. <br /> Page 9 <br /> 14 <br />