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J <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of June, 2007, by and between the CITY OF <br /> EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter referred to as <br /> the "City," and Triangle Associates, Inc. whose address is 255 Colman Building, 811 First Avenue, <br /> Seattle, Washington, 98104 hereinafter referred to as the"Contractor." <br /> WHEREAS, the City desires to engage the Contractor to market, schedule and present classroom <br /> presentations which teach elementary, middle school, and high school-age children about conservation of <br /> water and teaches elementary and middle school-age children about water quality and surface <br /> water/watershed protection for the City of Everett; and <br /> WHEREAS, the Contractor 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 Contractor. The City hereby agrees to engage the Contractor, and the Contractor <br /> hereby agrees, to perform the work in a competent and professional manner and provide the following <br /> services(hereafter referred to as"Work"): The contractor will provide qualified classroom instructors, <br /> all printed classroom materials, program supplies, marketing and administrative support needed to <br /> develop, and administer this program to public and private schools that are geographically located in the <br /> City of Everett Water service area. Contractor will provide scheduling and confirmation for all <br /> elementary, middle and high school programs. The program details are provided in the attached Scope of <br /> Work. Without a written directive of an authorized representative of the City, the Contractor shall not <br /> perform any services that are in addition to, or beyond the scope of, the Work between the City and <br /> Contractor. If the Contractor's proposal is attached as an exhibit, and if such proposal contains or <br /> incorporates any conditions or terms in addition to or different from the terms of this Agreement, then the <br /> Contractor expressly agrees that such conditions or terms are neither incorporated nor included into this <br /> Agreement between the City and Contractor. <br /> 2. Intellectual Property Rights. Unless otherwise expressly agreed in writing, all intellectual <br /> property rights in works created pursuant to this Agreement,or for the City of Everett, belong to the City <br /> of Everett. Contractor retains any intellectual property rights in works created by Contractor prior to <br /> engagement, or not for its performance of this Agreement. <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 29, 2008. <br /> 4. Compensation. <br /> A. The City shall pay the Contractor only for completed Work and for services actually rendered <br /> which are described herein. Such payment shall be full compensation for Work performed or <br /> services rendered, including, but not limited to, all labor, materials, supplies, equipment, and <br /> incidentals necessary to complete the Work. <br /> B. The Contractor shall be paid such amounts and in such manner as follows: <br /> 1 <br />