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CITY <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this 30th day of November, 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 The Gordian Group,Inc, whose address is 30 Patewood Drive, <br /> Suite 350,Greenville, SC 29615, hereinafter referred to as the "Service Provider." <br /> WHEREAS, the City desires to engage the Service Provider to provide Job Order Contracting("JOC") <br /> products and consulting services for the City of Everett; and <br /> WHEREAS, Service Provider represented, and by entering into this Agreement now represents, <br /> that it is fully qualified to perform the work to be performed hereunder in a competent and <br /> professional manner; <br /> NOW,THEREFORE,the parties herein do mutually agree as follows: <br /> 1. Engagement of Service Provider. The City hereby agrees to engage the Service Provider, <br /> and the Service Provider hereby agrees, to perform the work in a competent and professional <br /> manner and provide the services described in the attached "Exhibit A - Scope of Work". The <br /> Scope of Work so identified is hereafter referred to as "Work". Without a written directive of an <br /> authorized representative of the City, the Service Provider shall not perform any services that are <br /> in addition to, or beyond the scope of,the Work. If the Service Provider's proposal is attached as <br /> an exhibit, and if such proposal contains or incorporates any conditions or terms in addition to or <br /> different from the terms of this Agreement, then the Service Provider expressly agrees that such <br /> conditions or terms are neither incorporated nor included into this Agreement between the City <br /> and Service Provider. If, and to the extent, the Work includes the design of a public work or <br /> improvement, in whole or in part,Service Provider's design shall be reasonably accurate,adequate <br /> and suitable for its intended purpose. <br /> 2. Intellectual Property Rights. Subject to the JOC System License in Section 1.5 of Exhibit A, <br /> reports, drawings, plans, specifications and any other intangible property created in furtherance <br /> of the Work are property of the City for all purposes, whether the project for which they are <br /> made is executed or not,and may be used by the City for any purpose. Subject to the JOC System <br /> License in Section 1.5 of Exhibit A,all intellectual property rights in such documents or intangible <br /> property 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 documents and intangible <br /> property created by Service Provider prior to engagement, or not created by Service Provider <br /> for its performance of this Agreement. <br /> 3. Time of Beginning and Completion of Performance. This Agreement shall commence as <br /> of the date of execution of this Agreement and shall be completed 36 months after the date of <br /> execution. The City has an option to extend the term of the Agreement by two extension terms of <br /> one year each. The City exercises its option to each extension term by written notice to Service <br /> Page 1 <br /> Gordian Group,Inc.Professional Services Agreement(2018) <br />