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CITY
<br /> CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT EVERETT
<br /> THIS AGREEMENT made and entered into on this /(o` day of gad.,2020,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 811 First Avenue, Suite 255,
<br /> Seattle WA 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,THEREFORE,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 distribute
<br /> the City's printed classroom materials, and provide qualified classroom instructors, most
<br /> program supplies,marketing and administrative support needed to develop, market, schedule and
<br /> administer this program to public and private schools located in the Everett water service area.
<br /> The program details are provided in the attached Scope of Work. Without a written directive of an
<br /> authorized representative of the City, Service Provider shall not perform any services that are in addition
<br /> to,or beyond the scope of,the Work between the City and Service Provider. If Service Provider's
<br /> proposal is attached as an exhibit,and if such proposal contains or incorporates any conditions or terms in
<br /> addition to or different from the terms of this Agreement,then Service Provider expressly agrees that such
<br /> conditions or terms are neither incorporated nor included into this Agreement between the City and
<br /> 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 rights 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 rights 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.
<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, 2021.
<br /> 4. Compensation.
<br /> A. The City shall pay Service Provider only for completed Work and for services actually rendered which
<br /> are described herein. Such payment shall be full compensation for Work performed or services rendered,
<br /> including,but not limited to,all labor,materials,supplies,equipment,and incidentals necessary to complete
<br /> the Work.
<br /> Page 1
<br /> (Form Approved by City Attorney's Office January 1,2010,updated August 16,2019)
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