HomeMy WebLinkAboutSchedule Masters - Professional Services Agreement Sc edulle 200 -5A Conestoga Dr,
Brampton, Ontario,
Canada L6Z 4N5
j' ®e ® Voice: (905) 495 -5402
Fax: (905) 495 -5404
http://www.themasterscheduler.com
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into on this 3rd day of March, 2015, by and between the CITY OF
YAKIMA, a municipal corporation under the laws of the State of Washington, hereinafter referred to as
the "City," and Schedule Masters, Inc., whose address is 5A Conestoga Drive, Suite 200, Brampton,
Ontario L6Z 4N5 Canada, hereinafter referred to as "SMI."
WHEREAS, the City desires to engage SMI to perform training and installation tasks pertaining to "The
Master Scheduler" (TMS) on -site at Yakima Transit; and
WHEREAS, SMI 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:
1. Engagement of SMI. In a competent and professional manner, SMI shall provide the following services
(hereafter referred to as "Work "): Validate the TMS installation at Yakima Transit and perform training on
the system to Yakima Transit staff. Without a written directive of an authorized representative of the
City, SMI shall not perform any services that are in addition to, or beyond the scope of, the Work between
the City and SMI.
2. Intellectual Property Rights. Unless otherwise expressly agreed in writing, all intellectual property
rights in works created pursuant to this Agreement, or for the City of Yakima, belong to SMI. SMI
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. SMI 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 Beginning and Completion of Performance. This Agreement shall commence as of April 7,
2015 and shall be completed by April 10, 2015.
4. Compensation.
A. The City shall pay SMI only for completed Work and for services actually rendered which are described
- herein. payment shall be full compensation for Work performed or services rendered, including, but — —
not limited to, all labor, materials, supplies, equipment, and incidentals necessary to complete the Work.
B. SMI shall be paid such amounts and in such manner as follows: Upon Completion of the work the SMI
shall be paid $5,600.00 plus incurred expenses not to exceed $2,100.00.
C. Total compensation, including all services and expenses, shall not exceed a maximum of $7,700.00.
5. Changes. The City may, from time to time, unilaterally decrease the scope of the services of SMI to be
performed hereunder. Such decrease in the scope of work (and resulting decrease in compensation),
shall: (a) be made only in writing and signed by an authorized City representative, (b) be explicitly
identified as such and (c) become a part of this Agreement.
6. Subletting /Assignment of Contracts. SMI shall not sublet or assign any of the Work without the
express, prior written consent of the City.
7. Independent Contractor.
This Agreement neither constitutes nor creates an employer - employee relationship. SMI will provide
services under this Agreement as an independent contractor. SMI will comply with all federal and state
laws and regulations applicable to independent contractors.
8. Complete Agreement. This Agreement contains the complete and integrated understanding and
Agreement between the parties and supersedes any understanding, Agreement or negotiation whether
oral or written not set forth herein.
9. Modification of Agreement. This Agreement may be modified as provided in Section 5, or by a writing
explicitly identified as a modification of this Agreement that is signed by authorized representatives of the
City and SMI.
10. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part
shall be inoperative, null and void, insofar as it is in conflict with said laws, the remainder of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the City and SMI have executed this Agreement as of the date first above written.
Executed by Schedule Masters, Inc.: Executed by Client:
Authorized Signature: P4ed • Signat --.
M Print Name.
0 ROLU
Print Name: David Reed
Title: 0_4+
Title: President �` (3
Date: � I `5 1 ( 3
Date: March 3, 2015 I .J
CITY CONTRAC r N0:
RESOLUTION NO: n /�