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<br /> CITY OF EVERETT .._ ,„„,. , „ _ ,
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<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> '1111S AGREEMENT made and entered into on this
<br /> day of April, 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 ESA Adolfson, whose address is 5309 Shilshole Avenue
<br /> NW, Suite 200,Seattle, WA 98107,hereinafter referred to as the "Service Provider."
<br /> WHEREAS,the City desires to engage the Service Provider to provide consulting services
<br /> related to the dikes on Smith Island for the City of Everett; and
<br /> WHEREAS, Service Provider represented, and by entering into this Agreement now represents,
<br /> that it is fully qualified to perform the work to be performed hereunder in a competent and
<br /> professional manner;
<br /> NOW,'THEREFORE, the parties herein do mutually agree as follows:
<br /> 1. En a ement of Service Provider. The City hereby agrees to engage the Service
<br /> Provider, and the Service Provider hereby agrees, to perform the work in a competent and
<br /> professional manner and provide the services described in the attached "Exhibit A- Scope of
<br /> Work". The Scope of Work so identified is hereafter referred to as"Work". Without a written
<br /> directive of an authorized representative of the City,the Service Provider shall not perform an
<br /> services that are in addition to, or beyond the scope of, the Work. If the Service Provider's y
<br /> proposal is attached as an exhibit, and if such proposal contains or incorporates any conditions or
<br /> terms in addition to or different from the terms of this Agreement, then the Service Provider
<br /> expressly agrees that such conditions or terms are neither incorporated nor included into this
<br /> Agreement between the City and Service Provider. If, and to the extent,the Work includes the
<br /> design of a public work or improvement, in whole or in part, Service Provider's design
<br /> reasonably accurate, adequate and suitable for its intended purposeshall be
<br /> .
<br /> 1 Intellectual Property Rights. Reports, drawings, plans, specifications and any other
<br /> intangible property created in furtherance of the Work are property
<br /> oses,
<br /> whether the project for which they are made is executed or ott, and may be used e City oby thr all euCity 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. Service Provider retains any intellectual property rights in
<br /> documents and intangible property created by Service Provider prior to en
<br /> created by Service Provider for its performance of this Agreement. gagement, or not
<br /> 3. Time of Bea, ,', : and Com'letion of Performance. This Agreement shall commence
<br /> as of the date of execution of this Agreement and shall be completed by September 30, 2007.
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