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General Provisions - 1 <br />ATTACHMENT <br />PROFESSIONAL SERVICES AGREEMENT <br />(GENERAL PROVISIONS v.082523.1) <br />1.Engagement of Service Provider. The City hereby agrees to engage Service Provider, and Service <br />Provider hereby agrees, to perform the work in a competent and professional manner and provide <br />the services described in the Scope of Work attached as Exhibit A. The Scope of Work so identified <br />is hereafter referred to as “Work”. Without a written directive of an authorized representative <br />of the City, Service Provider shall not perform any services that are in addition to, or beyond the <br />scope of, the Work. If Service Provider’s proposal or other document generated by Service <br />Provider is incorporated or attached as an exhibit or part of any exhibit to this Agreement, then <br />such proposal or document is part of this Agreement solely to the extent that it describes the <br />Work, the Work schedule, and the amounts or rates to be paid for such Work, and Service Provider <br />expressly agrees that no terms or conditions from such proposal or document are incorporated <br />or included into this Agreement. In the event of difference or conflict between parts of this <br />Agreement, Service Provider shall be bound by whichever is more stringent on Service Provider. <br />If, and to the extent, the Work includes the design of a public work or improvement, in whole or <br />in part, Service Provider’s design shall be reasonably accurate, adequate and suitable for its <br />intended purpose. <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 />Any reuse by the City of these reports, drawings, plans, specifications and intangible property for <br />purposes other than in connection with the Work is at the sole risk of the City. Unless otherwise <br />expressly agreed in writing, all intellectual property rights in such documents or intangible <br />property created pursuant to this Agreement, or for the City, belong to the City. Service Provider <br />retains any intellectual property rights in documents and intangible property created by Service <br />Provider prior to engagement, or not created by Service Provider for its performance of this <br />Agreement. <br />3.Time of Beginning and Completion of Performance. This Agreement shall commence as of the <br />date of mutual execution of this Agreement and shall be completed by Completion Date stated in <br />the Basic Provisions. <br />4.Compensation. <br />A.The City shall pay Service Provider only for completed Work and for services actually <br />rendered which are described herein. Such payment shall be full compensation for Work <br />performed or services rendered, including, but not limited to, all labor, materials, supplies, <br />equipment and incidentals necessary to complete the Work. <br />B.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 <br />incurred. “Eligible Expenses” means those expenses as set forth in an exhibit to this <br />Agreement or such expenses as are approved for reimbursement by the City in writing prior <br />to the expense being incurred. An expense shall not be reimbursed if: (1) the expense is not <br />identified as an Eligible Expense; (2) the expense exceeds the per item or cumulative limits <br />for such expense if it is identified as an Eligible Expense; or (3) the expense was not approved <br />in writing by an authorized City representative prior to Service Provider incurring the <br />expense. If, and to the extent, overnight lodging in western Washington is authorized, <br />Service Provider is strongly encouraged to lodge within the corporate limits of City. When