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9 <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of September, 2016, by and between the <br /> CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, hereinafter <br /> referred to as the "City," and BMI Audit Services,LLC, whose address 202 S. Michigan St., Suite 200, <br /> South Bend, IN 46601, hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to provide health care claims audit services for <br /> 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 services described in Attachment A(hereafter referred to as "Work"). Without a written <br /> directive of an authorized representative of the City, Service Provider shall not perform any services that <br /> are in addition to,or beyond the scope of,the Work between the City and Service Provider. If Service <br /> Provider's proposal is attached as an exhibit,and if such proposal contains or incorporates any conditions <br /> or terms in addition to or different from the terms of this Agreement,then Service Provider expressly <br /> agrees that such conditions or terms are neither incorporated nor included into this Agreement between <br /> 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 shallcommence as of the <br /> date of execution of this Agreement and shall be completed by March 31,2017 assuming a mid-October <br /> 2016 start date. <br /> 4. Compensation. <br /> A. The City shall pay Service Provider only for completed Work and for services actually rendered <br /> which are described in Attachment A. Such payment shall be full compensation for Work <br /> performed or services rendered, including, but not limited to, all labor, materials, supplies, <br /> equipment,travel expenses, and incidentals necessary to complete the Work. <br /> B. The City agrees to pay the Service Provider upon receipt of invoices from the Service Provider. <br /> 1 <br /> 96 <br />