Matrix Consulting Group Ltd. 10/3/2021

CITY OF EVERETT Uri PROFESSIONAL SERVICES2 AGREEMENT J EVERETT THIS AGREEMENT made and entered into on this 3 r�"day of September,2021,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 Matrix Consulting Group Ltd.,whose address 1650 South Amphlett Boulevard, Suite 213,San Mateo,CA 95112 hereinafter referred to as the"Service Provider." WHEREAS,the City desires to engage Service Provider to provide a police department efficiency 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. In a competent and professional manner,Service Provider shall provide the following services in the attached:Exhibit A—Request for Proposal#2021-034 and elsewhere in this Agreement(the"Work"). Without a written directive of an authorized representative of the City, Service Provider shall not perform any services that are in addition to,or beyond the scope of, the Work between the City and Service Provider. This Agreement includes(1)this executed Professional Services Agreement document;(2)Exhibit A, Request for Proposal#2021-034;and(3)Exhibit B, Service Provider's proposal response which includes pricing dated July 22,2021, 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, 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. If Service Provider's proposal is attached as an exhibit,and if such proposal contains or incorporates any conditions or terms in addition to or different from the terms of this Agreement,then Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the City and 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 mutual execution of this Agreement and shall be completed two years from the date of execution. Additionally,there are three(3)bilateral Option Terms. Both parties must agree to extend the contract for the Option Term. The duration of each Option Term is one-year. Page 1 Berks PSA 2020