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<br /> <br />Page 1 <br />Davey Resource Group PSA 2022 <br />CITY OF EVERETT <br />PROFESSIONAL SERVICES AGREEMENT <br /> <br />THIS AGREEMENT made and entered into on this day of September 2022, by and <br />between the CITY OF EVERETT, a municipal corporation under the laws of the State of <br />Washington, hereinafter referred to as the “City,” and Davey Resource Group, Inc. whose address <br />is 295 South Water Street, hereinafter referred to as the “Service Provider.” <br /> <br />WHEREAS, the City desires to engage the Service Provider to provide a tree inventory report and <br />software for the City of Everett; and <br /> <br />WHEREAS, Service Provider represented, and by entering into this Agreement now represents, <br />that it is fully qualified to perform the work to be performed hereunder in a competent and <br />professional manner; <br /> <br />NOW, THEREFORE, the parties herein do mutually agree as follows: <br /> <br />1. Engagement of Service Provider. The City hereby agrees to engage the Service Provider, <br />and the Service Provider hereby agrees, to perform the work in a competent and professional <br />manner and provide the services described in the attached "Exhibit A – Request for Proposal <br />#2022-061" and elsewhere in this Agreement (the “Work”). The Scope of Work so identified is <br />hereafter referred to as “Work.” Without a written directive of an authorized representative of the <br />City, the Service Provider shall not perform any services that are in addition to, or beyond the <br />scope of, the Work. <br /> <br />This Agreement includes (1) this executed Professional Services Agreement document; (2) Exhibit <br />A, Request For Proposal #2022-061; (3) Exhibit B, Service Provider’s Proposal which includes <br />pricing dated August 25, 2022; and (4) Exhibit C, Cloud and/or Offsite Hosting Terms and <br />Conditions. <br /> <br />The incorporation of the Proposal into this Agreement is subject the following: (A) if the Proposal <br />contains or incorporates any conditions or terms in addition to or different from the terms of this <br />executed Professional Services Agreement document, then such Proposal conditions or terms are <br />not incorporated into this Agreement and (B) to the extent of any difference among the respective <br />provisions of the Proposal and any other Exhibit to this executed Professional Services Agreement <br />document, the Service Provider shall be bound by the provisions that are more stringent on the <br />Service Provider. <br /> <br />If, and to the extent, the Work includes the design of a public work or improvement, in whole or <br />in part, Service Provider’s design shall be reasonably accurate, adequate and suitable for its <br />intended purpose. <br /> <br />2. Intellectual Property Rights. Reports, drawings, plans, specifications and any other <br />intangible property created in furtherance of the Work are property of the City for all purposes, <br />whether the project for which they are made is executed or not, and may be used by the City for <br />any purpose. Unless otherwise expressly agreed in writing, all intellectual property rights in such <br />12/05/2022