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CITY <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT EVERETT <br /> THIS AGREEMENT made and entered into on th•is r�Q day of bee-, 9 i4, 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 Kate Livingston, whose address 5217 201st SW, Lynnwood WA 98036 <br /> 425-778-8588, hereinafter referred to as the"Service Provider." <br /> WHEREAS, the City desires to engage Service Provider to teach Health„ Wellness and Fitness <br /> Classes and Aquatic Fitness 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"): Teach Health and Wellness classes as <br /> specified in Exhibit A scope of Work(heath and Wellness) and provide instruction in Aquatic <br /> Fitness classes as specified in Exhibit B Scope of Work (Aquatics ). Without a written directive of <br /> 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. Intellectual 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 which <br /> are described herein. Such payment shall be full compensation for Work performed or services rendered, <br /> including,but not limited to,all labor,materials,supplies,equipment,and incidentals necessary to complete <br /> the Work. <br /> B. Service Provider shall be paid such amounts and in such manner as follows: For Health and <br /> Wellness classes the provider will recive 70%of registation fee, collected by City for <br /> Group Fitness Classes. For Aquatic Fitness the provider will be paid $46.00 per class. <br /> Page 1 <br /> (Form Approved by City Attorney's Office March 16,2015,updated August 16,2019) <br />