Materials Testing & Consulting Inc. (MTC) 5/18/2016

EXHIBIT D GENERAL CONDITIONS 1. Scope of Work. Without a written directive of an authorized representative of the City,the Service Provider shall not perform any services that are in addition to,or beyond the scope of,the Work. 2.Intellectual Property Rights. Reports, drawings, plans, specifications and any other intangible property created in furtherance of the Work are property of the City for all purposes,whether the project for which they are made is executed or not, and may be used by the City for any purpose. Unless otherwise expressly agreed in writing,all intellectual property rights in such documents or intangible property created pursuant to the Agreement, or for the City of Everett,belong to the City of Everett. Service Provider retains any intellectual property rights in documents and intangible property created by Service Provider prior to engagement,or not created by Service Provider for its performance of the Agreement. 3.Time of Beginning and Completion of Performance.The Agreement shall commence as of the Date of Contract Commencement and shall be completed by the Date of Contract Completion. 4. Compensation. A. The City shall pay the Service Provider only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services rendered, including, but not limited to, all labor,materials, supplies,equipment and incidentals necessary to complete the Work. B.The Service Provider shall be paid such amounts and in such manner as described in Exhibit B. C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses" means those types and amounts of expenses either listed in Exhibit C or such expenses as are approved for reimbursement by the City in writing prior to the expense being incurred. If Exhibit C is either blank or not attached, expenses may not be reimbursed unless prior written approval was obtained from the City. An expense shall not be reimbursed if: (1)the expense is not identified in Exhibit C; (2)the expelise exceeds the per item or cumulative limits for such expense if it is identified in Exhibit C; or(3)the expense was not approved in writing by an authorized City representative prior to the Service Provider incurring the expense.If, and to the extent,overnight lodging in western Washington is authorized, Service Provider is strongly encouraged to lodge within the corporate limits of City. When authorized, Service Provider will be reimbursed 100%of lodging expense, if lodged within the corporate limits of the City, but Service Provider will be reimbursed 50% of lodging expense when lodged outside the corporate limits of the City. If authorized,the City may (at its sole option)obtain or arrange air travel for the Service Provider. D.Total compensation, including all services and expenses,shall not exceed the Maximum Total Compensation Amount. E. If Service Provider fails or refuses to correct its work when so directed by the City,the City may withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of correcting,re-procuring,or remedying any damage caused by Service Provider's conduct. General Conditions Page 1 Standard Document Approved X.X.13/Office of City Attorney