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CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT EVERETT <br /> THIS AGREEMENT made and entered into on this 21 st day of February,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 Karen Reed Consulting, LLC, whose address is 4951 S.W. Forney <br /> Street, Seattle, WA,98116,hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to provide consultation services including <br /> the facilitation of meetings for the Fiscal Sustainability Advisory Committee for the City of <br /> 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"): see attached Scope of Work. Without <br /> a written directive of an authorized representative of the City, Service Provider shall not perform any <br /> services that are in addition to, or beyond the scope of,the Work between the City and Service Provider. <br /> If Service Provider's proposal is attached as an exhibit,and if such proposal contains or incorporates any <br /> conditions or terms in addition to or different from the terms of this Agreement, then Service Provider <br /> expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement <br /> 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 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 he completed by December 31,2020. <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 /> B. Service Provider shall be paid such amounts and in such manner as follows: $210 per hour,in <br /> quarter hour increments. Service Provider will bill at this hourly rate for travel time <br /> incurred in excess of one hour per round trip. <br /> Page 1 <br /> Karen Reed Consulting PSA 2020 <br />