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CITY <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this 6th day of February, 2018, 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 Heidi Larsen,whose address PO Box 323, Olympia, WA 98507, <br /> hereinafter referred to as the"Service Provider." <br /> '7 <br /> WHEREAS,the City desires to engage Service Provider to lead the "Music Maker" workshop for the <br /> 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 <br /> shall provide the following services(hereafter referred to as"Work"): Experiment with sound at the <br /> following stations: • Make music with a wind tunnel! • Experience a musical bench • Play with <br /> oscillation and pitch • Make a music and light show when you move • Make music with mad <br /> marble runs • Try out PVC pipe instruments. Without a written directive of an authorized <br /> representative of the City, Service Provider shall not perform any services that are in addition to,or <br /> beyond the scope of,the Work between the City and Service Provider. If Service Provider's proposal is <br /> attached as an exhibit, and if such proposal contains or incorporates any conditions or terms in addition to <br /> or different from the terms of this Agreement,then Service Provider expressly agrees that such conditions <br /> or terms are neither incorporated nor included into 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 Saturday 7/14/2018. <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: $300, paid from the <br /> 110 SRP - Youth. (booked by aw) <br /> Page 1 <br /> (Form Approved by City Attorney's Office January 1,2010,updated November 21,2016) <br />