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5 <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> • <br /> THIS AGREEMENT made and entered into on this day of , ,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 CNJA Architects,whose address is 2722 <br /> Colby Avenue, Suite 607, Everett, WA 98201, hereinafter referred to as the "Contractor." <br /> WHEREAS,the City desires to engage the Contractor to provide project management and <br /> architectural services for the Everett Mall Transit Center project for the City of Everett; and <br /> WHEREAS, Contractor represented, and by entering into this Agreement now represents, that it <br /> is fully qualified to perform the work to be performed hereunder in a competent and professional <br /> 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 <br /> provide the services described in the attached "Exhibit A - Scope of Work". The Scope of Work <br /> so identified is hereafter referred to as"Work". Without a written directive of an authorized <br /> representative of the City, the Contractor shall not perform any services that are in addition to,or <br /> beyond the scope of, the Work. If the Contractor's proposal is attached as an exhibit, and if such <br /> proposal contains or incorporates any conditions or terms in addition to or different from the <br /> terms of this Agreement,then the Contractor expressly agrees that such conditions or terms are <br /> neither incorporated nor included into this Agreement between the City and Contractor. If, and <br /> to the extent, the Work includes the design of a public work or improvement, in whole or in part, <br /> Contractor's design shall be reasonably accurate, adequate and suitable for its intended purpose. <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 /> documents or intangible property created pursuant to this Agreement, or for the City of Everett, <br /> belong to the City of Everett. Contractor retains any intellectual property rights in documents <br /> and intangible property created by Contractor prior to engagement, or not created by Contractor <br /> for its performance of this Agreement. <br /> 3. Time of Beginning and Completion of Performance. This Agreement shall commence as <br /> of the 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 <br /> rendered which are described herein. Such payment shall be full compensation for Work <br /> 14 <br />