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CITY OF EVERETT 5 <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of February 2008, 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 Murray, Smith & Associates, Inc., whose <br /> address is 2707 Colby Avenue, Everett, WA 98201-3566, hereinafter referred to as the "Service <br /> Provider." <br /> WHEREAS, the City desires to engage the Service Provider to provide professional engineering <br /> and design services 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. Engagement of Service Provider. The City hereby agrees to engage the Service Provider, <br /> and the Service Provider hereby agrees, to perform the work in a competent and professional <br /> manner and provide the services described in the attached "Exhibit A - Scope of Work". The <br /> Scope of Work so identified is hereafter referred to as "Work". Without a written directive of an <br /> authorized representative of the City, the Service Provider shall not perform any services that are <br /> in addition to, or beyond the scope of, the Work. If the Service Provider's proposal is attached as <br /> an exhibit, and if such proposal contains or incorporates any conditions or terms in addition to or <br /> different from the terms of this Agreement, then the Service Provider expressly agrees that such <br /> conditions or terms are neither incorporated nor included into this Agreement between the City <br /> and Service Provider. If, and to the extent, the Work includes the design of a public work or <br /> improvement, in whole or in part, Service Provider's design shall be reasonably accurate, <br /> adequate and suitable for its intended purpose. Services shall conform with the standard of care <br /> applicable to professionals providing such services in the State of Washington. <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 relating to the proposed project. Unless otherwise expressly agreed in writing, all <br /> intellectual property rights in such documents or intangible property created pursuant to this <br /> Agreement, or for the City of Everett, belong equally to the Service Provider and the City of <br /> Everett. Service Provider retains any intellectual property rights in documents and intangible <br /> property, including without limitation any created by Service Provider prior to engagement, or <br /> not created by Service Provider for its performance of this Agreement. Any future use of Service <br /> Provider's designs or its work product delivered hereunder (including without limitation <br /> electronic or other media) without written approval by Service Provider for the specific purpose <br /> intended, will be at City's sole risk and without liability or responsibility of Service Provider or <br /> 9 <br /> Page 1 of 9 <br />