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EXHIBIT D <br /> GENERAL CONDITIONS <br /> 1.Scope of Work.Without a written directive of an authorized representative of the City,the Service <br /> Provider shall not perform any services that are in addition to,or beyond the scope of,the Work. <br /> 2.Intellectual Property Rights.Reports,drawings,plans, specifications and any other intangible <br /> property created in furtherance of the Work are property of the City for all purposes,whether the <br /> project for which they are made is executed or not,and may be used by the City for any purpose. <br /> Unless otherwise expressly agreed in writing, all intellectual property rights in such documents or <br /> intangible property created pursuant to the Agreement,or for the City of Everett,belong to the City of <br /> Everett. Service Provider retains any intellectual property rights in documents and intangible property <br /> created by Service Provider prior to engagement,or not created by Service Provider for its performance <br /> of the Agreement. <br /> 3.Time of Beginning and Completion of Performance.The Agreement shall commence as of the <br /> Date of Contract Commencement and shall be completed by the Date of Contract Completion. <br /> 4. Compensation. <br /> A. The City shall pay the 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 orservices <br /> rendered,including,but not limited to, all labor,materials, supplies,equipment and incidentals <br /> necessary to complete the Work. <br /> B. The Service Provider shall be paid such amounts and in such manner as described in Exhibit B. <br /> C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. <br /> "Eligible Expenses"means those types and amounts of expenses either listed in Exhibit C or such <br /> expenses as are approved for reimbursement by the City in writing prior to the expense being incurred. <br /> If Exhibit C is either blank or not attached,expenses may not be reimbursed unless prior written <br /> approval was obtained from the City.An expense shall not be reimbursed if: (1)the expense is not <br /> identified in Exhibit C; (2)the expense exceeds the per item or cumulative limits for such expense if it <br /> is identified in Exhibit C;or(3)the expense was not approved in writing by an authorized City <br /> representative prior to the Service Provider incurring the expense.If,and to the extent, overnight <br /> lodging in western Washington is authorized, Service Provider is strongly encouraged to lodge within <br /> the corporate limits of City.When authorized, Service Provider will be reimbursed 100%of lodging <br /> expense, if lodged within the corporate limits of the City,but Service Provider will be reimbursed 50% <br /> of lodging expense when lodged outside the corporate limits of the City.If authorized,the City may(at <br /> its sole option)obtain or arrange air travel for the Service Provider. <br /> D. Total compensation,including all services and expenses, shall not exceed the Maximum Total <br /> Compensation Amount. <br /> E.If Service Provider fails or refuses to correct its work when so directed by the City,the City may <br /> withhold from any payment otherwise due an amount that the City in good faith believes is equal to the <br /> cost to the City of correcting,re-procuring, or remedying any damage caused by Service Provider's <br /> conduct. <br /> General Conditions Page 1 <br /> Standard Document Approved X.X.13/Office of City Attorney 5 4 <br />