Downtown Everett Association 4/29/2019

CITY AMENDMENT NO.2 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EVERETT AND DOWNTOWN EVERETT ASSOCIATION This Amendment No.2 is dated as of a,r• Cj ,2019. 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,as amended by Amendment No. 1 dated on or about February 15,2018(the"Agreement"). B. At the time the execution of Amendment No.1,Snohomish County had not yet agreed to participate in the City of Everett Business Improvement Area(BIA). C. Snohomish County and the City subsequently entered into an Interlocal Agreement that identified mutual responsibilities with respect to Snohomish County's participation in the BIA. Through that Interlocal Agreement,Snohomish County agreed to contribute$55,349 in 2019 to fund BEA operations. AGREEMENT The City and Contractor agree as follows: 1. The Agreement is modified so that effective January 1,2019,total compensation,including all services and expenses,shall not exceed a maximum of$479,867 in 2019. 2. If Snohomish County renews its Interlocal Agreement with the City and extends the County's participation in the BIA through 2020,total compensation for Contractor for 2020 will be the sum of(a) $424,518 and(b)the amount the County contributes to the BIA for 2020 in such renewal. If Snohomish County does not renew its Interlocal Agreement with the City to extend the County's participation in the BIA for 2020,total compensation in 2020 will remain$424,518. 3. 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. 4. All provisions in the Agreement shall remain in effect except as expressly modified by the Amendment.