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AMENDMENT NO. 3 <br />PROFESSIONAL SERVICES AGREEMENT <br />BETWEEN THE CITY OF EVERETT <br />AND DOWNTOWN EVERETT ASSOCIATION <br />This Amendment No. 3 is dated for reference purposes January __, 2021. It is by and between <br />the City of Everett, a municipal corporation under the laws of the State of Washington ("City' ) and the <br />Downtown Everett Association, a Washington non-profit corporation ("Contractor"). <br />RECITALS <br />A. The City and Contractor are parties to the Professional Services Agreement dated April 25, <br />2005, as amended by Amendment No. 1 dated on or about February 15, 2018 and by Amendment No. 2 <br />dated or about April 19, 2019 (as amended, the "Agreement"). <br />B. The Everett City Council by Ordinance No. 3783-20 made certain changes to the Everett <br />Business Improvement Area (the "BIA"). The City and the Contractor desire to amend the Agreement <br />for the purpose of bringing the Agreement current with respect to such ordinance. <br />AGREEMENT <br />The City and Contractor agree as follows: <br />1. The Agreement is modified so that total annual compensation for years 2021 to 2025 is <br />as follows: <br />Year <br />2021 <br />Total <br />$520,646 <br />compensation, <br />for 2021. <br />including <br />all <br />services and <br />expenses, shall <br />not <br />exceed <br />a maximum of <br />2022 <br />Total <br />$536,265 <br />compensation, <br />for 2022. <br />including <br />all <br />services and <br />expenses, <br />shall <br />not <br />exceed <br />a maximum of <br />2023 <br />Total <br />$522,353 <br />compensation, <br />for 2023. <br />including <br />all <br />services and <br />expenses, <br />shall <br />not <br />exceed <br />a maximum of <br />2024 <br />Total <br />$568,924 <br />compensation, <br />for 2024. <br />including <br />all <br />services and <br />expenses, <br />shall <br />not <br />exceed <br />a maximum of <br />2025 <br />Total <br />$585,992 <br />compensation, <br />for 2025. <br />including <br />all <br />services and <br />expenses, <br />shall <br />not <br />exceed <br />a maximum of <br />2. If Snohomish County does not extend its Interlocal Agreement with the City or <br />Snohomish County otherwise terminates or reduces its County's participation in the BIA during 2021 to <br />2025, then the City will give written thereof to the Contractor. The notice will contain a revised <br />compensation table, similar to the table in Section 1 above, but with yearly total compensation reduced <br />to reflect the effect, as determined by the City, of Snohomish County's termination or reduction of <br />