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<br /> CITY OF EVERETT
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> THIS AGREEMENT made and entered into on this day of February,2009,by and between the
<br /> CITY OF EVERETT,a municipal corporation under the laws of the State of Washington,hereinafter
<br /> referred to as the"City," and ErgoFit Consulting,Inc.,whose address 5231 SW Stevens, Suite B, Seattle
<br /> WA 98116,hereinafter referred to as the"Service Provider." This Agreement consists of this
<br /> Professional Services Agreement,the attached Exhibit A(Filming Additional Terms),and the attached
<br /> Exhibit B(Attendee Consent)(collectively,the"Exhibits").
<br /> WHEREAS,the City desires to engage Service Provider to provide injury prevention and wellness
<br /> instruction to firefighters throughout 2009 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,THEREFORE,the parties herein do mutually agree as follows:
<br /> 1. Engagement of Service Provider. In a competent and professional manner,Service Provider shall
<br /> provide the following services(hereafter referred to as"Work"): Quarterly lectures throughout 2009 on
<br /> injury prevention and wellness/health as well as Focus Group sessions for customized content
<br /> development. First Quarter:Joint Stabilization plus Slow Down Your Aging, Second Quarter:Back
<br /> Protection,Third Quarter:Lifting Techniques,Fourth Quarter.Nutrition Basics. Without a written
<br /> directive of an authorized representative of the City,Service Provider shall not perform any services that
<br /> are in 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. Intellectual Property Rights. Except for the Edited Session Films in accordance with Exhibit A,
<br /> all intellectual property rights in works created pursuant to this Agreement,or for the City of Everett,
<br /> belong to the City of Everett. Service Provider retains any intellectual property rights in works created by
<br /> Service Provider prior to engagement,or not for its performance of this Agreement,including without
<br /> limitation products,techniques,know-how,algorithms,procedures,computer programs or inventions,
<br /> and all materials,specifications,drawings,source code and other recorded information.Service Provider
<br /> expressly represents and warrants that the Work shall be original and shall not infringe on another's
<br /> copyright,or rights in trade or service marks. Service Provider agrees to defend and indemnify City from
<br /> any and all claims and 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, 2009.
<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
<br /> services rendered,including,but not limited to,all labor,materials,supplies,equipment,and
<br /> incidentals necessary to complete the Work.
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