Public Sector Personnel Consultants, Inc 7/27/2023

General Provisions - 1 ATTACHMENT PROFESSIONAL SERVICES AGREEMENT (GENERAL PROVISIONS v.071423.P1) 1. Engagement of Service Provider. The City hereby agrees to engage the Service Provider, and the Service Provider hereby agrees, to perform the work in a competent and professional manner and provide the services described in the exhibit(s) to this Agreement. The work so described is hereafter referred to as “Work”. If the Service Provider’s proposal (or any other Service Provider- prepared document) is attached as an exhibit or part of an exhibit or is otherwise incorporated in this Agreement, the incorporation of the proposal or other document into this Agreement is subject the following: (A) if the proposal (or other document) contains or incorporates any terms or conditions in addition to or different from the terms of these General Provisions, then such proposal (or other document) conditions or terms are not incorporated into this Agreement and (B) to the extent of any difference among the respective provisions of the proposal (or other document) and any other exhibit to this Agreement, the Service Provider shall be bound by the provisions that are more stringent on the Service Provider. 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. If, and to the extent, the Work includes the design of a public work or improvement, in whole or in part, Service Provider’s design shall be reasonably accurate, adequate and suitable for its intended purpose. 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 this 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 this Agreement. 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the date of mutual execution of this Agreement and shall be completed by Completion Date stated in the Basic Provisions. This Agreement may be extended as set forth in the Basic Provisions. 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 the exhibit(s) to this Agreement. C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. “Eligible Expenses” means those expenses as set forth in an exhibit to this Agreement or such expenses as are approved for reimbursement by the City in writing prior to the expense being incurred. An expense shall not be reimbursed if: (1) the expense is not identified as an Eligible Expense; (2) the expense exceeds the per item or cumulative limits for such expense if it is identified as an Eligible Expense; 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