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I7 <br /> 4lETT <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this 1st day of June,2005,by and between the CITY <br /> OF EVERETT,a municipal corporation under the laws of the State of Washington,hereinafter referred <br /> to as the "City," and the University of Washington,whose address is 1100 NE 45th St, Suite 300,Seattle, <br /> WA 98105,hereinafter referred to as the"Contractor." <br /> WHEREAS,the City desires to engage the Contractor to develop a hazard mitigation plan for the City of <br /> 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 any such publication shall not reveal information gained in the course of <br /> performing this Agreement that Contractor reasonably foresees could create security problems for the <br /> safety of 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 September 15th,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 /> rendered,including,but not limited to, all labor,materials,supplies,equipment and incidentals necessary <br /> to complete the Work. <br /> 102 <br />