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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 or services <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 <br />