2009/01/21 Council Agenda Packet

W, CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this day of bCC , 2008, 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 J. Bozeat & Associates, LLC, whose address is 7333 California Avenue, Seattle, Washington, hereinafter referred to as the "Service Provider." WHEREAS, the City desires to engage Service Provider to A) establish and prepare maintenance guidelines for the valves and actuators at the WFP. To include recommendations for lubrication, exercising, and replacement based on normal operations at the facility and B) provide consulting services with respect to valves and actuators as the City may deem necessary for the successful design, operations, and maintenance of the WFP, for the City of Everett; and WHEREAS, Service Provider 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 . Eneaeement of Service Provider. In a competent and professional manner, Service Provider shall provide the following services (hereafter referred to as "Work"): A) using drawings, submittals, and plant staff interviews, establish level of usage for each WFP valve and recommend a procedure and frequency of inspection and exercise for each valve. Gather manufacturer's recommendations for WFP valves and document materials and procedures necessary for an effective valve and actuator preventative maintenance program. (B provide technical support and assist WFP staff in installation, calibration, and commissioning of actuators (this does not include those covered separately in the PSA specific to filter valve actuators with Bozeat & Associates dated 10 November 2008). Without a written directive of an authorized representative of the City, Service Provider shall not perform any services that are in addition to, or beyond the scope of, the Work between the City and Service Provider. If Service Provider'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 Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and Service Provider. 2. Intellectual Property Riehts. 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. Service Provider retains any intellectual property rights in works created by Service Provider prior to engagement, or not for its performance of this Agreement. Service Provider expressly represents and warrants that the Work shall be original and shall not infringe on another's copyright, or rights in trade or service marks. Service Provider agrees to defend and indemnify City from any and all claims and damages arising out of this Agreement or the Work created hereunder. 3. Time of Beeinnine and Completion of Performance. This Agreement shall commence as of the date of execution of this Agreement and shall be completed by December 31,2010. 4. Compensation. A. The City shall pay Service Provider only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services