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CITY OF EVERETT <br /> 6 PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of March, 2009,by and <br /> between the CITY OF EVERETT, a municipal corporation under the laws of the State of <br /> Washington,hereinafter referred to as the"City," and ClearPoint LP, whose address is 720 <br /> Olive, Suite 1700, Seattle, WA 98101,hereinafter referred to as the"Contractor." <br /> WHEREAS, the City desires to engage the Contractor to perform ongoing consulting services in <br /> the area of employee health benefits as further described in Attachment A for the City of Everett; <br /> and <br /> WHEREAS, Contractor represented, and by entering into this Agreement now represents, that it <br /> is fully qualified to perform the work to be performed hereunder in a competent and professional <br /> manner; <br /> NOW,THEREFORE, the parties herein do mutually agree as follows: <br /> 1. Engagement of Contractor.The City hereby agrees to engage the Contractor, and the <br /> Contractor hereby agrees, to perform the work in a competent and professional manner <br /> and provide the services described in Attachment A (hereafter referred to as "Work"). <br /> Without a written directive of an authorized representative of the City, the Contractor <br /> shall not perform any services that are in addition to, or beyond the scope of, the Work. <br /> If the Contractor's proposal is attached as an exhibit, and if such proposal contains or <br /> incorporates any conditions or terms in addition to or different from the terms of this <br /> Agreement, then the Contractor expressly agrees that such conditions or terms are neither <br /> incorporated nor included into this Agreement between the City and Contractor. <br /> 2. Work For Hire. Unless otherwise expressly agreed in writing, works created, whether <br /> finished or unfinished, pursuant to this Agreement, or for the City of Everett, are works <br /> for hire, and all rights in such works belong to the City of Everett. Works created by <br /> Contractor prior to engagement, or not solely for performance in the course of the <br /> engagement for the City, shall not be works for hire. <br /> 3. Time of Beginning and Completion of Performance.This Agreement shall commence <br /> retroactive to March 1, 2009 and shall be completed by February 28, 2012. <br /> 4. Compensation. <br /> a. The Contractor shall be paid by the City only for completed Work and for services <br /> actually rendered described herein. Such payment shall be full compensation for <br /> Work performed or services rendered,including,but not limited to, all labor, <br /> materials, supplies, equipment and incidentals necessary to complete the Work. <br /> 55 1 <br />