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Page 1 <br />(Form Approved by City Attorney’s Office January 1, 2010, updated December 2, 2022) <br /> <br />CITY OF EVERETT <br />PROFESSIONAL SERVICES AGREEMENT <br /> <br />THIS AGREEMENT made and entered into on this day of , , 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 Listen Audiology Services, whose address 7008-153rd Place SE <br />Snohomish, WA 98296, hereinafter referred to as the “Service Provider." <br /> <br />WHEREAS, the City desires to engage Service Provider to provide on-site occupational audiometry <br />for the hearing conservation prgram consistenet with WAC for the City of Everett; and <br /> <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 /> <br />NOW, THEREFORE, the parties herein do mutually agree as follows: <br /> <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”): 296-817. Without a written directive of <br />an authorized representative of the City, Service Provider shall not perform any services that are in <br />addition to, or beyond the scope of, the Work between the City and Service Provider. If Service <br />Provider’s proposal is attached as an exhibit, and if such proposal contains or incorporates any conditions <br />or terms in addition to or different from the terms of this Agreement, then Service Provider expressly <br />agrees that such conditions or terms are neither incorporated nor included into this Agreement between <br />the City and Service Provider. <br /> <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 /> <br />3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the <br />date of mutual execution of this Agreement and shall be completed by 12/31/2023. <br /> <br />4. Compensation. <br /> <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 /> <br />B. Service Provider shall be paid such amounts and in such manner as follows: Half day (4 hours) <br />onsite charge of $650, full day (8 hours) onsite charge of $1200. Includes review of <br />results and identification of threshold shifts and OSHA recordable hearing loss. <br /> <br />C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. <br />“Eligible Expenses” means those types and amounts of expenses approved for reimbursement by the City.