2018/05/23 Council Agenda Packet

CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this day of ,2018, 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 Corvel Enterprise Comp, Inc. ,hereinafter referred to as the"Service Provider." WHEREAS, the City desires to engage the Service Provider to provide workers' compensation third party claims administration and consulting services 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. The Service Provider hereby agrees to perform the work in a competent and professional manner and provide the services described in the attached "Exhibit A- Scope of Work"and elsewhere in this Agreement(the"Work"). Without a written directive of an authorized representative of the City,the Service Provider shall not perform any services that are in addition to,or beyond the scope of the Work. This Agreement includes (1) this executed Professional Services Agreement document, (2) Exhibit A to this executed Professional Services Agreement document, (3) Exhibit B to this executed Professional Services Agreement document, and (4) subject to the paragraph below, Service Provider's proposal response dated October 24,2017,and Service Provider's subsequent amendmentslclarifications to such proposal response (such proposal response and clarifications collectively,the`Proposal"). The incorporation of the Proposal into this Agreement is subject the following: (A) if the Proposal contains or incorporates any conditions or terms in addition to or different from the terms of this executed Professional Services Agreement document or the terms of Exhibit B to this executed Professional Services Agreement document,then such Proposal conditions or terms are not incorporated into this Agreement and (B) to the extent of any difference among the respective provisions of the Proposal and Exhibit A to this executed Professional Services Agreement document, the Service Provider shall be bound by the provisions that are more stringent on the Service Provider. 2. Intellectual Property Rights. The Work is the property of the City for all purposes. Service Provider retains all intellectual property rights in what is not Work. 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the date of execution of this Agreement and shall have an initial term of the three years (the Page 1 Workers Compensation PSA 2018 10