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k:/„Amr-41.6.77. <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this 7th day of July, 2003, by and between the CITY <br /> OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter <br /> referred to as the "City," and Rice Group, Inc., whose address is 19015 36th Ave W, Suite A, <br /> Lynnwood, WA 98036, hereinafter referred to as the "Contractor." <br /> WHERAS, the City Parks and Recreation Department has facilities such as the Forest Park Swim <br /> Center that have unique mechanical systems that require periodic modifications and adjustments; and <br /> WHEREAS, the Rice Group has unique experience with the Forest Park Swim Center and other Parks <br /> mechanical equipment; and <br /> 'WHEREAS, the City desires to engage the Contractor to perform on-call Mechanical Engineering <br /> services for the City of Everett; and <br /> WHEREAS, Contractor 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 Contractor. The City hereby agrees to engage the Contractor, and the <br /> Contractor hereby agrees, to perform the work in a competent and professional manner and provide the <br /> services described in the attached "Exhibit A - Scope of 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 Contractor shall not perform any services that are in addition to, or beyond the scope of, the <br /> Work. If the Contractor's proposal is attached as an exhibit, and if such proposal contains or <br /> incorporates any conditions or terms in addition to or different from the terms of this Agreement, then <br /> the Contractor expressly agrees that such conditions or terms are neither incorporated nor included into <br /> this Agreement between the City and Contractor. If, and to the extent the Work includes the design of <br /> a public work or improvement, in whole or in part, Contractor warrants that such design shall be <br /> reasonably accurate, adequate and suitable for its intended purpose. <br /> 2. Intellectual Property Rights. Reports, drawings, plans, specifications and any other intangible <br /> property created in furtherance of the Work are property of the City for all purposes, whether the <br /> project for which they are made is executed or not, and may be used by the City for any purpose. <br /> Unless otherwise expressly agreed in writing, all intellectual property rights in such documents or <br /> intangible property created pursuant to this Agreement, or for the City of Everett, belong to the City of <br /> Everett. Contractor retains any intellectual property rights in documents and intangible property <br /> created by Contractor prior to engagement, or not created by Contractor for its performance of this <br /> Agreement. <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 by 31 December 2004 with an automatic <br /> one-year extension. The automatic one-year extension will extend the contract period until 31 <br /> 23 <br />