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CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> EVERETT <br /> THIS AGREEMENT made and entered into on this r# day of December,2020,by and between <br /> the CITY OF EVERETT,a municipal corporation under the laws of the State of Washington, <br /> hereinafter referred to as the"City,"and Diazy Logik LLC, whose address PO Box 3033,Belleuve, <br /> WA 98009,hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to perform development support for Praxis <br /> tax& license system 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. En2a2ernent of Service Provider, In a competent and professional manner,Service Provider shall <br /> provide the following services(hereafter referred to as"Work"):provide development support for <br /> Praxis,the City's tax&license system. Without a mitten directive of an authorized representative of <br /> the City, Service Provider shall not perform any services that are in addition to, or beyond the scope of, <br /> the Work between the City and Service Provider. If Service Provider's proposal is attached as an exhibit, <br /> and if such proposal contains or incorporates any conditions or terms in addition to or different from the <br /> terms of this AD-cement, then Service Provider expressly agrees that such conditions or terms are neither <br /> incorporated 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 mother'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 Beginnin2 and Completion of Performance. This Agreement shall conunence as of the <br /> date of mutual execution of this Agreement and shall be completed by December 31, 2021. <br /> 4. Compensatiort. <br /> A, The City shall pay Service Provider only for completed Work and for services actually rendered which <br /> are described herein. Such payment shall be full compensation fbr Work performed or services rendered, <br /> including,but not limited to,all labor,materials,supplies,equipment,and incidentals necessary to complete <br /> the Work. <br /> B. Service Provider shall be paid such amounts and in such manner as follows: ci . 00 tfvt. <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 /> If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the <br /> expense, Service Provider acknowledges that the City retains the option not to reimburse Service <br /> Provider. Eligible expenses shall not exceed I Q& Qo <br /> Page .1 <br /> (Form Approved by City Attorney's Office January 1„2010,updated November 4,2020) <br />