EGM Inc dba Meng Analysis 6/25/2019

CITY CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this 2.5day of 9.thQ,2019,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 EGM Inc., dba Meng Analysis,whose address 2001 Western Avenue, Seattle WA 98121 hereinafter referred to as the"Service Provider." WHEREAS,the City desires to engage Service Provider to provide an asset condition assessment 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— Request For Proposal#2019-017, Addendum#1,#2 and#3" 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, Request For Proposal#2019-017,Addendum#1,#2 and#3"document,(3)Exhibit B Service Provider's proposal response which includes pricing dated May 14,2019,and Service Provider's subsequent clarifications dated June 4,2019 to such proposal response which combined collectively become 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. Unless otherwise expressly agreed in writing, all intellectual property rights in works created pursuant to this Agreement,or for the City of Everett,belong to the City of Everett. Service Provider retains any intellectual property rights in works created by Service Provider prior to engagement,or not for its performance of this Agreement. Service Provider expressly represents and warrants that the Work shall be original and shall not infringe on another's copyright, or rights in trade or service marks. Service Provider agrees to defend and indemnify City from any and all claims and damages arising out of this Agreement or the Work created hereunder. 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the date of execution of this Agreement and shall be completed three years from date execution. 4. Compensation. Page 1 RFP#2019-017 Asset Condition Assessment Professional Services Agreement Short Form