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CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT EVERETT <br /> THIS AGREEMENT made and entered into on this 1 Z day of Aim 1 ,by and between the CITY OF <br /> EVERETT, a municipal corporation under the laws of the State of Washington,hereinafter referred to as <br /> the "City," and Perteet. Inc.,whose address 2707 Colby Ave Ste 900,Everett, WA 98201 hereinafter <br /> referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to provide Everett Light Rail Link Extension <br /> initial technical support for the City of Everett; 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 the following services in the attached: Exhibit A—Scope of Services and elsewhere in this <br /> Agreement(the"Work"). Without a written directive of an authorized representative of the City, Service <br /> Provider shall not perform any services that are in addition to, or beyond the scope of,the Work between <br /> the City and Service Provider. <br /> This Agreement includes(1)this executed Professional Services Agreement document;(2)Exhibit A, <br /> Scope of Services; and(3)Exhibit B, Service Budget. <br /> The incorporation of the Proposal into this Agreement is subject the following:(A)if the Proposal contains <br /> or incorporates any conditions or terms in addition to or different from the terms of this executed <br /> Professional Services Agreement document, then such Proposal conditions or terms are not incorporated <br /> into this Agreement and(B)to the extent of any difference among the respective provisions of the Proposal <br /> and Exhibit A to this executed Professional Services Agreement document, the Service Provider shall be <br /> bound by the provisions that are more stringent on the Service Provider. <br /> If Service Provider's proposal is attached as an exhibit,and if such proposal contains or incorporates any <br /> conditions or terms in addition to or different from the terms of this Agreement,then Service Provider <br /> expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement <br /> between the City and Service 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 mutual execution of this Agreement and shall be completed ninety days from the date of <br /> execution. <br /> Page 1 <br /> Perteet Inc.PSA EVLE 2021 <br />