2018/12/12 Council Agenda Packet

r CITY OF EVERETT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT (the"Agreement")is made by and between the City of Everett, a Washington municipal corporation(the"City") and Gibson Media Inc., a Washington corporation(the"Contractor"). In consideration of the mutual benefits and covenants contained herein,the parties agree as follows: 1. Purpose of Agreement; Scope of Services. The purpose of this Agreement is to provide Programmatic and Media Placement Services. The scope of services is as defined in Schedule A (Programmatic and Media Placement Services)attached hereto and by this reference made a part hereof. The services shall be performed in accordance with the requirements of this Agreement and with generally accepted practices prevailing in the western Washington region in the ' occupation or industry in which the Contractor practices or operates at the time the services are performed. The Contractor shall perform the work in a timely manner and in accordance with the terms of this Agreement. The Contractor represents that it is fully qualified to perform the services to be performed under this Agreement in a competent and professional manner. The Contractor will prepare and present status reports and otherinfo information regarding performance of the Agreement as the City may request. 2. Term of Agreement; Time of Performance. The Contractor agrees to provide to City Programmatic and Media Placement Services from contract execution date to December 31, 2019. City reserves the right to extend the term(1)one additional year. PROVIDED, HOWEVER,that the City's obligations after December 31,2019,are contingent upon local legislative appropriation of necessary funds for this specific purpose in accordance with the City Charter and applicable law and mutual acceptance of both parties to extend. 3. Compensation. a. Services. The City will reimburse the Contractor as set forth in Schedule B,which is attached hereto and by this reference made a part of this Agreement. b. Overhead. No claims for reimbursement of overhead will be allowed under this Agreement. c. Invoices: Contractor shall submit properly executed monthly invoices to the City indicating the amount of eligible expenses for reimbursement. The invoice shall include an itemization of all reimbursable expenses incurred by the Contractor, together with reasonable documentation substantiating such expenses, all in accordance with this Section 3 and Schedule A. Subject to Section 8 of this Agreement, the City will pay the invoice within thirty (30) calendar days of receipt. Page 1 PSA GIBSON MEDIA 2018 2