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CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> THIS AGREEMENT made and entered into on this 13th day of March, 2009, 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 Cheri O'Brien,whose address is 5509 South Second
<br /> Avenue, Everett, WA 98203, (425) 252-9312, hereinafter referred to as the "Artist."
<br /> WHEREAS,the City and the Snohomish County Public Transportation Benefit Area
<br /> Corporation("Community Transit")have signed a Letter of Understanding dated December 15,
<br /> 2009, which describes in part how artwork will be designed, constructed, and installed in the new
<br /> Community Transit Swift Bus Rapid Transit Stations along the corridor comprised of Highway
<br /> 99, Evergreen Way, Rucker Avenue and Pacific Avenue.
<br /> WHEREAS,the City desires to engage the Artist to design and construct artwork that will be
<br /> installed by the Artist in the eleven (11) new Community Transit Swift Bus Rapid Transit
<br /> Stations located in the City of Everett, as described in Exhibit A (the"Everett Swift Stations");
<br /> and
<br /> WHEREAS, Artist represented, and by entering into this Agreement now represents,that she is
<br /> 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 Artist. The City hereby agrees to engage the Artist, and the Artist
<br /> hereby agrees to design, create and install artwork as described in Exhibit A in a competent and
<br /> professional manner and to provide any other services or goods described therein. The Artwork
<br /> described in Exhibit A is hereafter referred to as the"Artwork." All work required under this
<br /> Agreement, including the work of designing, constructing, and installing the artwork, is
<br /> collectively hereafter referred to as "Work". Without a written directive of an authorized
<br /> representative of the City, the Artist shall not perform any services that are in addition to, or
<br /> beyond the scope of,the Work. If the Artist's proposal is attached as an exhibit to this
<br /> Agreement, and if such proposal contains or incorporates any conditions or terms in addition to
<br /> or different from the terms of this Agreement,then the Artist expressly agrees that such
<br /> conditions or terms are neither incorporated nor included into this Agreement between the City
<br /> and Artist. The Work and the Artwork is subject to review, acceptance and approval of the City
<br /> at its sole option and discretion.
<br /> 2. Ownership. The Artwork installed at the Everett Swift Stations shall be and remain for all
<br /> purposes the property of the City. The Artist shall own any and all copyrights in the Artwork.
<br /> For non-commercial or nonprofit purposes, including, but not limited to, education, public
<br /> relations, arts promotion, and publicity,the Artist hereby grants the City an irrevocable, non-
<br /> transferable, non-assignable license in perpetuity to reproduce the Artwork, electronically,
<br /> graphically or otherwise, including, but not limited to,the artwork proposal and all preliminary
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