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J <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this day of ,2018,by and between the <br /> CITY ,I F EVERETT,a municipal corporation under the laws of the State of Washington,hereinafter <br /> referred to as the"City," and FlowWorks Inc.,whose address 1001 4th Avenue#3211 Seattle,WA <br /> 98154,hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to provide a web-based platform for <br /> management of the City's rain gauge and sewer monitor data for 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,TIS IH;REFORE,the parties herein do mutually agree as follows: <br /> 1. lEngageme.i t of Service Provider. In a competent and professional manner, Service Provider shall <br /> provide the following services(hereafter referred to as"Work"):Exhibit A. Without a written directive <br /> of an authorized representative of the City, Service Provider shall not perform any services that are in <br /> 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. tellectaal 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 shall commence as of the <br /> date of execution of this Agreement and shall be completed by December 31,2020. <br /> 4. Compensation. <br /> A. The City shall pay Service Provider only for completed Work and for services actually rendered <br /> which are described herein. Such payment shall be full compensation for Work performed or services <br /> rendered,including,but not limited to, all labor,materials, supplies, equipment,and incidentals necessary <br /> to complete the Work. <br /> B. Service Provider shall be paid such amounts and in such manner as follows:Exhibit B <br /> C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. <br /> "Eligible Expenses"means those types and amounts of expenses approved for reimbursement by the City. <br /> If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the <br /> Page 1 <br /> (Form Approved by City Attorney's Office January 1,2010,updated November 21,2016) <br /> 72 <br />