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<br /> CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> THIS AGREEMENT made and entered into on this day of ,2014,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 Triangle Associates,Inc.,whose address is 255 Colman Building, 811
<br /> First Avenue, Seattle,Washington 98104,hereinafter referred to as the"Service Provider."
<br /> WHEREAS,the City desires to engage Service Provider to market, schedule and deliver classroom
<br /> presentations that teach elementary,middle and high school students about water conservation in
<br /> the Everett Water Service Area and that teach elementary,middle and high school students about
<br /> wastewater, water quality and surface water/watershed protection in Everett and the Everett
<br /> School District for the 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,TH I REFORE,the parties herein do mutually agree as follows:
<br /> 1. Engagement of Service Provider. In a competent and professional manner,Service Provider shall
<br /> provide the following services(hereafter referred to as"Work"): The Service Provider will provide
<br /> qualified classroom instructors,printed classroom materials,program supplies,marketing and
<br /> administrative support needed to develop,market, schedule and administer this program to
<br /> public and private schools located in the Everett Water Service Area. The program details are
<br /> provided in the attached Scope of Work. Without a written directive of an authorized representative
<br /> of the City, Service Provider shall not perform any services that are in addition to,or beyond the scope of,
<br /> .the Work between the City and Service Provider. If Service Provider's proposal is attached as an exhibit,
<br /> and if such proposal contains or incorporates any conditions or terms in addition to or different from the
<br /> terms of this Agreement,then Service Provider expressly agrees that such conditions or terms are neither
<br /> 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 riEjhts 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 lights 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.
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<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 June 30,2015.
<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 /> Page 1
<br /> (Form Approved by City Attorney's Office January 1,2010,updated June 7,2012)
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