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CITY <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this ' day of 914-1‘;12018, by and between <br /> the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington, <br /> hereinafter referred to as the "City,"and Corvel Enterprise Comp, Inc. , hereinafter referred to as <br /> the"Service Provider." <br /> WHEREAS, the City desires to engage the Service Provider to provide workers' compensation <br /> third party claims administration and consulting services for the City of Everett; and <br /> WHEREAS, Service Provider represented, and by entering into this Agreement now represents, <br /> that it is fully qualified to perform the work to be performed hereunder in a competent and <br /> professional manner; <br /> NOW,THEREFORE, the parties herein do mutually agree as follows: <br /> 1. Engagement of Service Provider. The Service Provider hereby agrees to perform the <br /> work in a competent and professional manner and provide the services described in the attached <br /> "Exhibit A - Scope of Work" and elsewhere in this Agreement(the "Work"). Without a written <br /> directive of an authorized representative of the City, the Service Provider shall not perform any <br /> services that are in addition to, or beyond the scope of,the Work. <br /> This Agreement includes (1) this executed Professional Services Agreement document, (2) <br /> Exhibit A to this executed Professional Services Agreement document, (3) Exhibit B to this <br /> executed Professional Services Agreement document, and (4) subject to the paragraph below, <br /> Service Provider's proposal response dated October 24, 2017, and Service Provider's subsequent <br /> amendments/clarifications to such proposal response (such proposal response and clarifications <br /> collectively,the"Proposal"). <br /> The incorporation of the Proposal into this Agreement is subject the following: (A) if the <br /> Proposal contains or incorporates any conditions or terms in addition to or different from the <br /> terms of this executed Professional Services Agreement document or the terms of Exhibit B to <br /> this executed Professional Services Agreement document,then such Proposal conditions or terms <br /> are not incorporated into this Agreement and (B) to the extent of any difference among the <br /> respective provisions of the Proposal and Exhibit A to this executed Professional Services <br /> Agreement document, the Service Provider shall be bound by the provisions that are more <br /> stringent on the Service Provider. <br /> 2. Intellectual Property Rights. The Work is the property of the City for all purposes. <br /> Service Provider retains all intellectual property rights in what is not Work. <br /> 3. Time of Beginning and Completion of Performance. This Agreement shall commence as <br /> of the date of execution of this Agreement and shall have an initial term of the three years (the <br /> Page 1 <br /> Workers Compensation PSA 2018 <br />