Planning Communities, LLC 1/27/2023

Page 1 Planning Communities LLC PSA 2023 CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this day of , , by and between the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter referred to as the “City,” and Planning Communities, LLC, whose address is 9121 Anson Way, Suite 200, Raleigh, NC 27615, hereinafter referred to as the “Service Provider.” WHEREAS, the City desires to engage the Service Provider to provide a fleet electrification transition plan for the City of Everett; and WHEREAS, Service Provider represented, and by entering into this Agreement now represents, that it is fully qualified to perform the work to be performed hereunder in a competent and professional manner; NOW, THEREFORE, the parties herein do mutually agree as follows: 1. Engagement of Service Provider. The City hereby agrees to engage the Service Provider, and the Service Provider hereby agrees to perform the work in a competent and professional manner and provide the services described in the attached "Exhibit A - Request for Proposal #2022-109". The Scope of Work so identified is hereafter referred to as “Work”. Without a written directive of an authorized representative of the City, the Service Provider shall not perform any services that are in addition to, or beyond the scope of, the Work. This Agreement includes (1) this executed Professional Services Agreement document; (2) Exhibit A, Request For Proposal #2022-109; (3) Exhibit B, Service Provider’s Proposal, which includes pricing dated January 19, 2023, and Federal Transit Administration Clauses; and (4) Exhibit C, WSDOT Green Transportation Planning required clauses. The incorporation of the Proposal into this Agreement is subject the following: (A) if the Proposal contains or incorporates any conditions or terms in addition to or different from the terms of this executed Professional Services Agreement document, then such Proposal conditions or terms are not incorporated into this Agreement and (B) to the extent of any difference among the respective provisions of the Proposal and any other Exhibit to this executed Professional Services Agreement document, the Service Provider shall be bound by the provisions that are more stringent on the Service Provider. If, and to the extent, the Work includes the design of a public work or improvement, in whole or in part, Service Provider’s design shall be reasonably accurate, adequate and suitable for its intended purpose. 2. Intellectual Property Rights. Reports, drawings, plans, specifications and any other intangible property created in furtherance of the Work are property of the City for all purposes, whether the project for which they are made is executed or not, and may be used by the City for any purpose. Unless otherwise expressly agreed in writing, all intellectual property rights in such documents or intangible property created pursuant to this Agreement, or for the City of Everett,