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5 <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of November,2009, 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 Makers,whose address 1904 Third Avenue, Suite 725, Seattle, WA. <br /> 98101,hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to assist in the preparation of. a <br /> Revitalization Plan for the Evergreen Way Corridor for the City of Everett; and <br /> WHEREAS, Service Provider represented,and by entering into this Agreement now represents,that it is <br /> fully 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 Service Provider. In a competent and professional manner, Service Provider shall <br /> provide the following services(hereafter referred to as"Work"): See attached Exhibit A, Scope of <br /> Work. Without a written directive of an authorized representative of the City, Service Provider shall not <br /> perform any services that are in addition to,or beyond the scope of,the Work between the City and <br /> Service Provider. If Service Provider's proposal is attached as an exhibit,and if such proposal contains or <br /> incorporates any conditions or terms in addition to or different from the tenns of this Agreement,then <br /> Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into <br /> this Agreement between the City and Service Provider. <br /> 2. Intellectual Property Rights. Unless otherwise expressly agreed in writing,all intellectual property <br /> rights in works created pursuant to this,Agreement,or for the City of Everett,belong to the City of <br /> Everett. Service Provider retains any intellectual property rights in works created by Service Provider <br /> prior to engagement,or not for its performance of this Agreement. Service Provider expressly represents <br /> and warrants that the Work shall be original and shall not infringe on another's copyright, or rights in <br /> trade or service marks. Service Provider agrees to defend and indemnify City from any and all claims and <br /> damages arising out of this Agreement or the Work created hereunder. <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 April 30, 2011, unless further extended <br /> by the City. <br /> 4. Compensation. <br /> A. The City shall pay Service Provider 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. Service Provider shall be paid such amounts and in such manner as follows: <br /> Service Provider shall be paid on a lump sum basis the amount stated in Exhibit B for the <br /> completion.of each relevant task identified in Exhibit A. Invoices are due and payable <br /> within 30 days of receipt. <br /> • <br /> 112 <br />