2005/07/06 Council Agenda Packet

ORIGINAL • CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this day of June,2005,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 Triangle Associates,Inc.whose address is 255 Colman Building, 811 First Avenue, Seattle,Washington, 98104 hereinafter referred to as the"Contractor." WHEREAS,the City desires to engage the Contractor to develop and present classroom presentations which teach elementary,middle school,and high school-age children about conservation of water and teaches elementary and middle school-age children about water quality and surface water/watershed protection 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: 1. 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 following services (hereafter referred to as"Work"): The contractor will provide qualified classroom instructors, all printed classroom materials,program supplies, and administrative support needed to develop,and administer this program to public and private schools that are geographically located in the City of Everett Water service area.At the City's option,and only upon their request,contractor may also provide scheduling and confirmation for the programs.The program details are provided in the attached Scope of 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. If the Contractor's proposal is attached as an exhibit, and if such proposal contains or incorporates any conditions or terms in addition to or different from the terms of this Agreement,then the Contractor expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement 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 June 22,2006. 4. Compensation. A. The City shall pay the Contractor 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 follows: