Fearless Resilience 2/5/2020 - Laserfiche WebLink

CITY CITY OF EVERETT I I la PROFESSIONAL SERVICES AGREEMENT EVERETT THIS AGREEMENT made and entered into on this 17 day of January,2020,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 Fearless Resilience,whose address PO Box 1827, Marysville, WA 98270, hereinafter referred to as the"Service Provider." WHEREAS,the City desires to engage Service Provider to provide a"train the trainer"session 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"): Resilience and Wellness Train the Trainer session, Powerpoint Presentation,and Handout Materials. 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. Service Provider expressly retains and reserves all intellectual property rights, including without limitation all copyrights,trademarks, service marks,and trade secrets, contained in Service Provider's presentation or materials or used in connection with the work. In consideration of the Agreement, Service Provider hereby grants to City a royalty-free,perpetual,non- exclusive,non-transferable license to use such presentation and materials. Service Provider expressly represents and warrants that the presentation and materials 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 31,2020. 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 rendered, including, but not limited to, all labor, materials, supplies,equipment, and incidentals necessary to complete the Work. B. Service Provider shall be paid such amounts and in such manner as follows: $1,000.00(one thousand dollars). C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses"means those types and amounts of expenses approved for reimbursement by the City. Page 1 Fearless Resilience LLC 2020