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CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> THIS AGREEMENT made and entered into on this day of ,2018, by and between
<br /> the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington,
<br /> hereinafter referred to as the "City," and Brian Borrello,Inc.,whose address is PO Box 17040,
<br /> Portland OR 97217,hereinafter referred to as the "Artist."
<br /> WInREAS,the City desires to engage the Artist to provide design services,and,if this
<br /> Agreement is amended as set forth in Section 26 below,to also fabricate and install Artist's
<br /> artwork; and
<br /> WHEREAS, Artist 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
<br /> manner;
<br /> NOW,'1'H :REFORE,the parties herein do mutually agree as follows:
<br /> 1. Engagement of Artist. The City hereby agrees to engage the Artist, and the Artist
<br /> hereby agrees to (A)design artistic elements for 24 Everett Transit bus stops on Broadway
<br /> Avenue(the"First Phase")and(B)if this Agreement is amended as set forth in Section 26,to
<br /> fabricate and install the artwork(the"Second Phase"),all to the extent described in Exhibit A in
<br /> a competent and professional manner and to provide any other services or goods described
<br /> therein. The artwork is hereafter referred to as"Work". Without a written directive of an
<br /> authorized representative of the City,the Artist shall not perform any services that are in addition
<br /> to,or beyond the scope of,the Work. If the Artist's proposal is attached as an exhibit,and if such
<br /> proposal contains or incorporates any conditions or terms in addition to or different from the
<br /> terms of this Agreement,then the Artist expressly agrees that such conditions or terms are
<br /> neither incorporated nor included into this Agreement between the City and Artist The Work is
<br /> subject to review, acceptance and approval of the City at its sole option and discretion.
<br /> 2. Ownership. The Work shall be and remain for all purposes the property of the City. The
<br /> Artist shall own any and all copyrights in the Work.For non-commercial or nonprofit purposes,
<br /> including,but not limited,education,public relations,arts promotion,and publicity,the Artist
<br /> hereby grants the City an irrevocable,non-transferable,non-assignable license in perpetuity to
<br /> reproduce the Work,electronically or graphically, including,but not limited to,the artwork
<br /> • proposal and all preliminary studies,models and maquettes. Each such reproduction,whether by
<br /> the City or by a third party authorized by the City, shall clearly and legibly identify the Artist as
<br /> the creator of the Work, and preliminary studies,models and models shall not be identified or
<br /> represented to be the finished Work. The Artist also agrees that reproductions of the Work the
<br /> Artist makes or causes-to bb:.made-for purposes of publicizing the Artist shall identify the
<br /> installation of the Work as part of the City of Everett,Washington Public 1r Collection.The
<br /> Artist also grants the tity ail irrevocable;non-transferable,non assignable license t c reproduce
<br /> the Work in whole or in part for the purposes-oriepairing the Work or replacing part of the Work
<br /> if the Work is damaged. In addition, so long as the City has paid all compensation due to the
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