|
CITY OF EVERETT
<br />PROFESSIONAL SERVICES AGREEMENT
<br />n
<br />EVERETT
<br />THIS AGREEMENT made and entered into on this day of , 2021, 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 the
<br />Everett water service area and that teach elementary, middle and high school students about wastewater,
<br />water quality and surface water/watershed protection in Everett and the Everett School District for the
<br />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 the
<br />City's printed classroom materials, and provide qualified classroom instructors, most program supplies,
<br />marketing and 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 provided in the
<br />attached Scope of Work. Without a written directive of an authorized representative of the City, Service
<br />Provider shall not perform any services that are in addition to, or beyond the scope of, the Work between
<br />the City and Service Provider. If Service Provider's proposal is attached as an exhibit, and if such proposal
<br />contains or incorporates any conditions or terms in addition to or different from the terms of this
<br />Agreement, then Service Provider expressly agrees that such conditions or terms are neither incorporated
<br />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 Everett.
<br />Service Provider retains any intellectual property rights in works created by Service Provider prior to
<br />engagement, or not for its performance of this Agreement. Service Provider expressly represents and
<br />warrants that the Work shall be original and shall not infringe on another's copyright, or rights in trade or
<br />service marks. Service Provider agrees to defend and indemnify City from any and all claims and damages
<br />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, 2024.
<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)
<br />
|