2004/01/21 Council Agenda Packet

3 CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this 21 day of January, 2004, by and between the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter referred to as the "City," and Blue Marble Environmental LLC whose address is 156 NW 65th Street, Seattle Washington 98117-4859 hereinafter referred to as the"Contractor." WHEREAS, the City desires to engage the Contractor to work for the City of Everett; and WHEREAS, the Contractor represented, and by entering into this Agreement now represents,that it is fully qualified to perform the work to be performed hereunder in a competent and professional manner; NOW,THEREFORE,the parties herein do mutually agree as follows: I. Engagement of Contractor. The City hereby agrees to engage the Contractor, and the Contractor hereby agrees,to perform the work in a competent and professional manner and provide the services described in the attached "Exhibit A—Scope of Work". The Scope of work so identified is hereafter referred to as"Work". Without a written directive of an authorized representative of the City, the Contractor shall not perform any services that are in addition to, or beyond the scope of,the Work between the City and Contractor. 2. Intellectual Property Rights. Unless otherwise expressly agreed in writing, all intellectual property rights in works created pursuant to this Agreement, or for the City of Everett, belong to the City of Everett. Contractor retains any intellectual property rights in works created by Contractor prior to engagement, or not for its performance of this Agreement. 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the date of execution of this Agreement and shall be completed by December 31, 2005. 4. Compensation. A. The Contractor shall be paid by the City only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals necessary to complete the Work. B. The Contractor shall be paid such amounts and in such manner as described in Exhibit B. The Contractor will issue monthly invoices pursuant to Exhibit B. Invoices are due and payable within thirty (30)days of receipt. C. Contractor may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses" means those types and amounts of expenses approved for reimbursement by the City. If approval for reimbursement is not obtained from the City prior to the Contractor's incurring the expense, Contractor acknowledges that the City retains the option not to reimburse the Contractor. If the Eligible Expense is for training, reimbursement will only occur after the Contractor has attended and successfully completed the approved training and submitted receipts for the entire reimbursement amount. Training costs or expenses related to • 24 1