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CONTRACTOR <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS PROFESSIONAL SERVICES AGREEMENT made as of the 6th day of December, <br /> 2018 (the"Effective Date"). <br /> BETWEEN: <br /> CAYENTA, a division of N.HARRIS COMPUTER <br /> CORPORATION <br /> ("Harris") <br /> -and- <br /> City of Everett, WA ("Organization") <br /> WHEREAS: <br /> (a) The Organization wishes to retain Harris to perform certain professional services as set <br /> out herein in respect of certain Harris software licensed by Organization pursuant to a Software <br /> License Agreement entered into between the parties on March 24,2003; and <br /> (b) Harris has agreed to provide such services on the terms and conditions set out in this <br /> Agreement. <br /> NOW THEREFORE,in consideration of the mutual covenants set out in this Agreement and for other <br /> good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the <br /> parties agree as follows: <br /> 1. Term. <br /> This Agreement shall commence on the Effective Date and shall continue for a period of one(1)year(the <br /> "Initial Term").Thereafter, this Agreement shall automatically renew for further one year periods(each <br /> a"Renewal Term")unless one party gives written notice to the other party not less than sixty(60)days <br /> prior to the end of the then current term of its intention not to renew.The Initial Term and the Renewal <br /> Terms shall collectively be referred to as the "Term", <br /> 2. Services. <br /> (a) Harris' Obligations. Harris shall use commercially reasonable efforts to provide the professional <br /> services set out in Schedule"A" (the "Services") to Organization, <br /> (b) Organization's Obligations.To enable Harris to perform the Services, Organization agrees to <br /> provide the following to Harris: <br /> i. Information relative to Organization's hardware and software on which the[Cayenta or <br /> other]software programs or updates specified in Schedule"A" to be installed by Harris <br /> as part of the Services, must run or with which such software programs or updates must <br /> interact; <br /> ii. Organization agrees to enable Harris remote access to Organization's system for the <br /> purposes of performing the Services; <br /> iii. Access to and use of facilities,equipment,hardware and software required by Harris to <br /> perform the Services; <br /> iv. Personnel and assistance as is reasonably required to enable Harris to perform the <br /> Services; <br /> PSA between Cayenta and City of Everett 1 08/08/2018 <br />