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4t <br /> 12 <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT is made and entered into on this day of t, 2008, by <br /> and between the CITY OF EVERETT, a municipal corporation under the laws of the <br /> State of Washington, hereinafter referred to as the "City," and Dr. Shawna Gibson, <br /> whose address is 1552 NW 51st St. #101, Seattle, WA 98107, hereinafter referred to as <br /> the"Service Provider." <br /> WHEREAS, the City desires to engage the Service Provider to perform intelligence <br /> analyst services of the City of Everett; and <br /> WHEREAS, Service Provider represented, and by entering into this Agreement now <br /> represents, that she is fully qualified to perform the work to be performed hereunder in a <br /> competent and 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 <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 — <br /> Scope of Work." The Scope of Work so identified is hereinafter referred to as "Work." <br /> Without a written directive of an authorized representative of the City, the Service <br /> Provider shall not perform any services that are in addition to,or beyond the scope of, the <br /> Work. If the Service Provider's proposal is attached as an exhibit, and if such proposal <br /> contains or incorporates any conditions or terms in addition to or different from the terms <br /> of this Agreement, then the Service Provider expressly agrees that such conditions or <br /> terms are neither incorporated nor included into this Agreement between the City and <br /> Service Provider. Unless otherwise extended, services terminate September 30, 2009. <br /> 2. Intellectual Property Rights. Reports, analytical products, and any other intangible <br /> 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 <br /> City for any purpose. Unless otherwise expressly agreed in writing, all intellectual <br /> property rights in such documents or intangible property created pursuant to this <br /> Agreement, or for the City, belong to the City. Service Provider retains any intellectual <br /> property rights in documents and intangible property created by Service Provider prior to <br /> engagement, or not created by Service Provider for her performance of this Agreement. <br /> 11 "l <br /> Page 1 of 9 <br />