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CITY OF EVERETT <br /> PROFESSIONAL SERVICES AGREEMENT EVERETT <br /> AT <br /> THIS AGREEMENT made and entered into on this day of June,2022,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 iHeartMedia,whose address 20880 Stone Oak Pkwy, San Antonio,TX <br /> 78258-7460, hereinafter referred to as the"Service Provider." <br /> WHEREAS,the City desires to engage Service Provider to provide radio and social media <br /> advertisement for Police recruitment 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"): iHeart Streaming Audio Network, <br /> Social Media,Audience Based Display extended video network coverage for a seven(7)week <br /> period. Without a written directive of an authorized representative of the City,Service Provider shall not <br /> perform any services that are in addition to,or beyond the scope of,the Work between the City and <br /> Service 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 mutual execution of this Agreement and shall be completed by August 07, 2022. <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:by credit card portal <br /> link up to $8,000.00 upon receipt of invoice. <br /> C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. <br /> "Eligible Expenses"means those types and amounts of expenses approved for reimbursement by the City. <br /> Page 1 <br /> (Form Approved by City Attorney's Office January 1,2010,updated January 6,2022) <br />