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0471477 <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of , 2006, 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 KPFF Consulting Engineers, Inc., whose address is 1601 Fifth Avenue, <br /> Suite 1600, Seattle,WA 98101,hereinafter referred to as the "Contractor." <br /> WHEREAS, the City desires to engage the Contractor to perform engineering services for a pedestrian <br /> bridge 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, thenthe 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 City for all purposes,whether the project <br /> for which they are made is executed or not, and may be used by the City for any purpose. Unless <br /> otherwise expressly agreed in writing, all intellectual property rights in such documents or intangible <br /> property created pursuant to this Agreement, or for the City of Everett, belong to the City of Everett. <br /> Contractor retains any intellectual property rights in documents and intangible property created by <br /> Contractor prior to engagement, or not created by Contractor for its performance of this 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 July 1,2006. <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 /> B. The Contractor shall be paid such amounts and in such manner as described in Exhibit B. <br /> 9 <br />