The Washington Firm Ltd 4/9/2018

CITY CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on this 9th day of April,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 The Washington Firm Ltd,whose address 1100 Dexter Ave N. Suite 100, Seattle WA 98019,hereinafter referred to as the"Service Provider." WHEREAS,the City desires to engage Service Provider to assist in performing an HR 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(hereafter referred to as"Work"): Service Provider will provide the City with technical assistance and support for an HR assessment,as directed by the City. Contemplated activities include: review of HR department positions and structure, information gathering through key interviews, analysis of comparable HR structures,and preparation of a report setting out findings and recommendations. Service Provider will perform all activities in collaboration with and with direction from the City Chief of Staff. 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. 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 execution of this Agreement and shall be completed by December 31, 2018. 4. Compensation. A. The City shall pay Service Provider only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services Page 1 Washington Firm Ltd 2018 PSA