Downtown Everett Association 3/15/2018 Amendment 1

CITY AMENDMENT NO. 1 PROFESSIONAL, SERVICES AGREEMENT BETWEEN THE CITY OF EVERETT AND DOWNTOWN EVERETT ASSOCIATION This Amendment No. 1 is dated for reference purposes February 15, 2018. It is by and between the City of Everett, a municipal corporation under the laws of the State of Washington ("City") and the Downtown Everett Association, a Washington non-profit corporation ("Contractor"). RECITALS A. The City and Contractor are parties to the Professional Services Agreement dated April 25,2005 (the"Agreement"). B. The Everett City Council by Ordinance No. 3582-17 (the "2017 Ordinance") made certain changes to the Everett Business Improvement Area (the "BIA"). The City and the Contractor desire to amend the Agreement for the purpose of bringing the Agreement current with respect to the 2017 ordinance. AGREEMENT The City and Contractor agree as follows: 1. The Agreement is modified so that effective January 1, 2018, total compensation, including all services and expenses, shall not exceed a maximum of$424,518 per year. Compensation will be paid in equally monthly installments. 2. At the sole discretion of the City,the City may consent to the Contractor's signature on this Amendment being by email,fax,pdf or other electronic means,in which case such Contractor signature will be deemed an original signature for all purposes. The City will be deemed to have given such consent effective upon execution of this Amendment by the Mayor of the City. 3. All provisions in the Agreement shall remain in effect except as expressly modified by this Amendment.