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CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT EVERETT <br /> THIS AGREEMENT made and entered into on this 1st day of March, 2022,by and between the CITY <br /> OF EVERETT,a municipal corporation under the laws of the State of Washington,hereinafter referred <br /> to as the"City," and Ergometrics, whose address 2122 164th St SW Suite 300 Lynnwood, WA <br /> 98087, hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to develop and administer the exam for the <br /> 2022 Fire Captain promotional process 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"): develop and administer the exam for <br /> the 2022 Fire Captain promotional process. Without a written directive of an authorized <br /> representative of the City, Service Provider shall not perform any services that are in addition to,or <br /> beyond the scope of,the Work between the City and Service Provider. If Service Provider's proposal is <br /> attached as an exhibit,and if such proposal contains or incorporates any conditions or terms in addition to <br /> or different from the terms of this Agreement,then Service Provider expressly agrees that such conditions <br /> or terms are neither 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 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 mutual execution of this Agreement and shall be completed by July 30, 2022. <br /> 4. Compensation. <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 for 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: $5,130.00 plus <br /> applicable taxes <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 /> Page 1 <br /> Ergometrics 2022 PSA <br />