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5 <br /> ",-41 <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of January, 2004, by and between the <br /> CITY OF EVERETT, a municipal corporation under the laws of the State of Washington,hereinafter <br /> referred to as the "City," and,the University of Washington, a public institution of higher education with <br /> administrative offices at Grant&Contract Services,3935 University Way NE,Seattle,WA 98105, <br /> hereinafter referred to as the "Contractor: <br /> WHEREAS, the City desires to engage the Contractor to conduct a study of microorganisms in Lake <br /> Chaplain for the City of Everett; and <br /> WHEREAS, Contractor represented, and by entering into this Agreement now represents, that it is fully <br /> 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 City, <br /> the Contractor shall not perform any services that are in addition to,or beyond the scope of,the Work.If <br /> the Contractor'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 the Contractor <br /> expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement <br /> between the City and Contractor. If,and to the extent,the Work includes the design of a public work or <br /> improvement,in whole or in part, Contractor's design shall be reasonably accurate, adequate and suitable <br /> 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 Contractor. Contractor hereby grants City <br /> a perpetual, non-exclusive license to use such intangible property for any and all purposes. City <br /> acknowledges Contractor's right to publish intangible property in scholarly journals. Contractor <br /> acknowledges and agrees that City shall have at least thirty(30)days to review and comment on any <br /> proposed publication.Furthermore, Contractor agrees that upon written request of City Contractor <br /> shall revise any such publication so as to prevent disclosure of information gained in the course of <br /> performing this Agreement that City reasonably believes could create security problems for the safety of <br /> the City's water supply. <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 December 31, 2005. <br /> 4. Compensation. <br /> A. The City shall pay the Contractor only for completed Work and for services actually rendered <br /> which are described herein. Such payment shall be full compensation for Work performed or services <br /> 8 <br />