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uec ci cuuMIC Inc. 360-755- 1980 p. 3 <br /> e4-).) tpy <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this 27th day of December, 2007, 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 Materials Testing Consulting, Inc, whose address 777 Chrysler Drive, <br /> Burlington WA 98233, hereinafter referred to as the "Service Provider." <br /> WHEREAS, the City desires to engage Service Provider to provide materials testing and special <br /> inspection for the 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"): See Attachment. Without a written <br /> directive of an authorized representative of the City, Service Provider shall not perform any services that <br /> are in 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 /> 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 /> 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, 2009. <br /> 4. Compensation. <br /> A. The City shall pay. Service Provider only for completed Work and for services actually rendered <br /> which are described herein_ Such payment shall be full compensation for Work performed or services <br /> rendered, including, but not limited to, all labor,materials, supplies,equipment, and incidentals necessary <br /> to complete the Work. <br /> • <br /> B. Service Provider shall be paid such amounts and in such manner as follows: Per the rates in the <br /> attached proposal. <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. <br /> If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the <br /> expense,Service Provider acknowledges that the City retains the option not to reimburse Service <br /> Provider. Eligible expenses shall not exceed$60,000.00. <br /> 1 <br />