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1 <br /> CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS AGREEMENT made and entered into on this 20th day of January,2012,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 Videri, LLC,whose address PO Box 12245,Everett, WA 98206, <br /> hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to provide tourism marketing and related <br /> services 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 <br /> shall provide the following services(hereafter referred to as"Work"): Contractor agrees to develop <br /> and implement a comprehensive media, advertising,marketing and promotional plan for the City <br /> of Everett to increase awareness,media exposure,visitation and tourism revenues for the City <br /> and specifically to undertake and accomplish activities associated with the Everett Tourism <br /> Strategic Plan, attached hereto as Exhibit A(collectively referred to hereinafter as "Work"). <br /> Without a written directive of an authorized representative of the City, Service Provider shall not perform <br /> any services that are in addition to,or beyond the scope of,the Work between the City and Service <br /> Provider. If Service Provider's proposal is attached as an exhibit,and if such proposal contains or <br /> incorporates any conditions or terms in addition to or different from the terms of this Agreement,then <br /> Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into <br /> this Agreement between 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 February 28, 2013. <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 services <br /> rendered, including,but not limited to, all labor,materials, supplies,equipment,and incidentals necessary <br /> to complete the Work. <br /> B. Service Provider shall be paid such amounts and in such manner as follows:the contractor shall <br /> be paid upon submission of an invoice once every month,based on Exhibit B. Invoice <br /> Page 1 <br /> (Form Approved by City Attorney's Office January 1,2010) <br /> 4 <br />