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CITY
<br /> CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> THIS AGREEMENT made and entered into on this 5th day of December,2017,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 Marketing Solutions, Inc.,whose address 914 164th Steet SE, #400,
<br /> Mill Creek, WA 98201,hereinafter referred to as the"Service Provider."
<br /> WHEREAS,the City desires to engage Service Provider to provide planning, rersearch and
<br /> community outreach to assist in the transition to a new administration 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"): All tasks listed in Attachment A,
<br /> Scope of Work. Without a written directive of an authorized representative of the City, Service Provider
<br /> shall not perform any services that are in addition to,or beyond the scope of,the Work between the City
<br /> and Service Provider. If Service Provider's proposal is attached as an exhibit,and if such proposal
<br /> contains or incorporates any conditions or terms in addition to or different from the terms of this
<br /> Agreement,then Service Provider expressly agrees that such conditions or terms are neither incorporated
<br /> nor included into this Agreement between 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 January 31, 2018.
<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 /> B. Service Provider shall be paid such amounts and in such manner as follows: A total fee of$15,000
<br /> divided into two equal installments: $7,500 due on or before December 31, 2017, and
<br /> $7,500 due on or before January 31, 2018.
<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 /> Page 1
<br /> (Form Approved by City Attorney's Office March 16,2015,updated November 21,2016)
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