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<br /> CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> THIS AGREEMENT made and entered into on this 1st day of January, 2005, by and between
<br /> the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington,
<br /> hereinafter referred to as the "City," and MTH, Inc.,whose address is PO Box 110493, Tacoma,
<br /> WA 98411, hereinafter referred to as the "Contractor."
<br /> WHEREAS, the City desires to engage the Contractor to work on Lead Based Paint (LBP)
<br /> activities to include, but not limited to: XRF site testing/inspections, risk assessment, on-site
<br /> management, air monitoring, clearance inspections, preparing LBP bid specifications, soliciting
<br /> LBP contractors, and training contractors in "Safe Work Practices", see Work to Be Performed
<br /> attached hereto 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 and
<br /> intangible property created by Contractor prior to engagement, or not created by Contractor for
<br /> 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, 2006.
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