City of Marysville/Bridgeways 7/26/2022

EST. et 1891 MARYSVILLE WASHINGTON PROFESSIONAL SERVICES AGREEMENT EVERETT THIS AGREEMENT made and entered into as of this a day of March, 2022, by and among the CITY OF EVERETT, a municipal corporation under the laws of the State of Washington ("Everett"), the CITY OF MARYSVILLE, a municipal corporation under the laws of the State of Washington ("Marysville") and Bridgeways, a Washington nonprofit corporation, whose address is 5801 — 23rd Drive West, #104, Everett, WA 98203 (the "Service Provider"). Everett and Marysville are collectively referred to in this Agreement as the "Cities." WHEREAS, the Cities jointly applied to the Washington State Administrative Office of the Courts ("AOC") for a grant to fund community-based therapeutic interventions for individuals before the Everett, Marysville, and Lake Stevens Municipal Courts (the Marysville Municipal Court is contracted as the Lake Stevens Municipal Court)with substance abuse disorders or other behavioral health needs; and WHEREAS, AOC awarded the grant, Grant Agreement GRT22440 (the "Grant"), with Everett as the Administrator of the grant; and WHEREAS, the Cities desire to engage the Service Provider to carry out Grant activities for the Cities; 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. The Cities hereby agree to engage the Service Provider, and the Service Provider hereby agrees, to perform the work in a competent and professional manner and provide the services described in the attached "Exhibit A - Scope of Work". The Scope of Work so identified is hereafter referred to as "Work". Without a written directive of an authorized representative of the Cities, the Service Provider shall not perform any services that are in addition to, or beyond the scope of, the Work. If the 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 the Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into this Agreement between the Cities and Service Provider. Reports, drawings, plans, specifications and any other intangible property created in furtherance of the Work are property of the Cities for all purposes, whether the project for which they are made is executed or not, and may be used by the Cities for any purpose. Unless otherwise expressly agreed in writing, all intellectual property rights in such documents or intangible property created pursuant to this Agreement, or for the Cites, belong to the Cities. Service Provider retains any intellectual property rights in documents and intangible property created by Service Provider prior to engagement, or not created by Service Page 1 DUPLICATE Everett Marysville PSA 2022