University of Washington 3/27/2017

CITY CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this 21 day of rnareA,2017,by and between the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter referred to as the"City,"and the University of Washington,whose address is 4333 Brooklyn Ave NE,Box 359472, Seattle,WA 98195-9472,hereinafter referred to as the"Service Provider." WHEREAS, the City desires to engage the Service Provider to update Everett's Hazard Mitigation Plan for the City of Everett; and WHEREAS, Service Provider represented, and by entering into this Agreement now represents, that it is fully qualified to perform the work to be performed hereunder in a competent and professional manner; NOW, THEREFORE, the parties herein do mutually agree as follows: 1. Engagement of Service Provider. The City hereby agrees to engage the Service Provider, and the Service Provider hereby agrees, to perform the work in a competent and professional manner and provide the services described in the attached "Exhibit A - Scope of Work". The Scope of Work so identified is hereafter referred to as "Work". Without a written directive of an authorized representative of the City, the Service Provider shall not perform any services that are in addition to, or beyond the scope of, the Work. If the Service Provider's proposal is attached as an exhibit, and if such proposal contains or incorporates any conditions or terms in addition to or different from the terms of this Agreement, then the Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and Service Provider. If, and to the extent, the Work includes the design of a public work or improvement, in whole or in part, Service Provider's design shall be reasonably accurate, adequate and suitable for its intended purpose. 2. Intellectual Property Rights. Reports, drawings, plans, specifications and any other intangible property created in furtherance of the Work are property of the Service Provider for all purposes, whether the project for which they are made is executed or not, and may be used by the Service Provider for any purpose. Provided that City has otherwise performed its material obligations under this Agreement, UW hereby grants to City a fully-paid, non-exclusive, royalty- free, license for City's internal use only, without right to sublicense or redistribute either commercially or non-commercially, to: (i) any written reports delivered to City as described in this Agreement; and (ii) the data produced by UW researchers during the course of performing the Project to the extent such data is reasonably and legally available, providing that City requests such data within thirty(30) days of receiving the final report and reimburses the UW for any additional reasonable costs incurred by the UW in reproducing the data. City understands and agrees that excepting only the rights granted under the foregoing license, UW retains full ownership of such reports and data. This entire Section 2 is subject to the Washington Public Records Act and Section 18 below. Page 1 UW PSA 2017