Alliant Employees Benefits 8/8/2016

CITY CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this 1st day of August, 2016,by and between the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter referred to as the "City," and Alliant Employee Benefits, a division of Alliant Insurance Services, Inc.,whose address is 1420 5th Avenue, Suite 1500, Seattle,WA 98101, hereinafter referred to as the"Service Provider." WHEREAS,the City desires to engage Service Provider to perform ongoing consulting services in the area of employee health benefits as further described in the Attachment A for the City of Everett; and WHEREAS, Service Provider 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 Service Provider. In a competent and professional manner, Service Provider shall provide the services as described on Attachment A(hereafter referred to as"Work"): Provide insurance brokerage and advisory services associated with employee benefits plans as described in Attachment A. Without a written directive of an authorized representative of the City, Service Provider shall not perform any services that are in addition to, or beyond the scope of,the Work between the City and Service Provider. If Service Provider's proposal is attached as an exhibit, and if such proposal contains or incorporates any conditions or terms in addition to or different from the terms of this Agreement,then Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and Service Provider. 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 Everett,belong to the City of Everett. Service Provider retains any intellectual property rights in works created by Service Provider prior to engagement, or not for its performance of this Agreement("Prior Works"). If Service Provider uses any Prior Works in the Work delivered under this Agreement,the City agrees that Service Provider shall retain all right,title, and interest in and to such items; provided,however,that Service Provider grants the City a non-exclusive,non-assignable,perpetual,royalty-free license to use such items that are embedded in the Work and are required for the City's own internal use of the Work. Service Provider 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. Service Provider agrees to defend and indemnify City from any and all claims and damages arising out of Service Provider's breach of this Agreement or any non- conforming Work created hereunder. 3. Time of Beginning and Completion of Performance. This Agreement shall commence as September 1,2016 and shall be completed by August 31, 2019. 4. Compensation. A. The City shall pay Service Provider only for completed Work and for services actually rendered which are described herein. Such 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. Page 1 2014 Alliant Professional Services Agreement