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CITY OF EVERETT <br />PROFESSIONAL SERVICES AGREEMENT <br />THIS AGREEMENT made and entered into on this 19 day of April,2023,by and between the CITY <br />OF EVERETT,a municipal corporation under the laws of the State of Washington,hereinafter referred <br />to as the "City,"and Ashley Santamaria DBA WebPrism,whose address 3329 Oakes Ave.Everett, <br />WA 98201,hereinafter referred to as the “Service Provider." <br />WHEREAS,the City desires to engage Service Provider to provide graphic design services for the <br />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”):Graphic design output for Cultural <br />Arts and Events.Without a written directive of an authorized representative of the City,Service <br />Provider shall not perform any services that are in addition to,or beyond the scope of,the Work between <br />the City and Service Provider.If Service Provider ’s proposal is attached as an exhibit,and if such <br />proposal contains or incorporates any conditions or terms in addition to or different from the terms of this <br />Agreement,then Service Provider expressly agrees that such conditions or terms are neither incorporated <br />nor included into 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 12/31/2023. <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:An hourly rate of $75 <br />per hour,not to exceed $5,000. <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 />If approval for reimbursement is not obtained from the City prior to Service Provider’s incurring the <br />Page 1 <br />(Form Approved by City Attorney’s Office January 1,2010,updated December 2,2022)