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14 CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this 1st day of January,2009,by and between the CITY <br /> OF EVERETT,a municipal corporation under the laws of the State of Washington,hereinafter referred <br /> to as the"City," and MER Company,whose address is 2315 South 124th, Seattle WA 98168,hereinafter <br /> referred to as the"Contractor." <br /> WHEREAS,the City desires to engage the Contractor to manage our warranty program for the City of <br /> Everett,Motor Vehicle Division; <br /> WHEREAS, Contractor represented, and by entering into this Agreement now represents, that it is fully <br /> 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 <br /> Contractor hereby agrees to perform the work in a competent and professional manner and provide the <br /> following services(hereafter referred to as"Work"): see Attachment A. Without a written directive of <br /> an authorized representative of the City,the Contractor shall not perform any services that are in addition <br /> to,or beyond the scope of,the Work.If the Contractor's proposal is attached as an exhibit,and if such <br /> proposal contains or incorporates any conditions or terms in addition to or different from the terms of this <br /> Agreement,then the Contractor expressly agrees that such conditions or terms are neither incorporated <br /> nor included into this Agreement between the City and Contractor. <br /> 2. Work For Hire. Unless otherwise expressly agreed in writing,works created pursuant to this <br /> Agreement,or for the City of Everett,are works for hire, and all rights in such works belong to the City <br /> of Everett. Works created by Contractor prior to engagement,or not solely for performance in the course <br /> of the engagement for the City, shall not be works for hire. <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 December 31,2009. This contract may be <br /> extended two(2)additional years to provide the same services. <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 services <br /> rendered, including,but not limited to,all labor,materials,supplies, equipment and incidentals necessary <br /> to complete the Work. <br /> B. The Contractor shall be paid such amounts and in such manner as follows: see Attachment A. <br /> C. Contractor may receive payment as reimbursement for Eligible Expenses actually incurred. <br /> "Eligible Expenses" means those types and amounts of expenses approved for reimbursement <br /> by the City. If approval for reimbursement is not obtained from the City prior to the <br /> Contractor's incurring the expense, Contractor acknowledges that the City retains the option <br /> not to reimburse the Contractor. If the Eligible Expense is for training, reimbursement will <br /> only occur after the Contractor has attended and successfully completed the approved training <br /> and submitted receipts for the entire reimbursement amount.Training costs or expenses related <br /> v <br /> 1 <br />