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<br />General Provisions - 1 <br />GENERAL PROVISIONS <br />ATTACHMENT TO <br />CONTRACT FOR BASIC LIFE SUPPORT AMBULANCE SERVICES <br /> <br />1. Engagement of Contractor/Scope of Work. The City hereby agrees to engage the Contractor, and <br />the Contractor hereby agrees, to perform the work in a competent and professional manner and <br />provide the services described in the Contract Documents, including without limitation the RFP <br />Scope of Work. This work so identified is hereafter referred to as “Work.” In the RFP, the <br />Contractor is referred to as the “Supplier.” If the Contractor’s proposal contains or incorporates <br />any terms or conditions the conflict with these General Provisions, then such proposal terms or <br />conditions are not incorporated into this Contract. To the extent of any difference between the <br />respective provisions of Contract Documents, the Contractor shall be bound by the provision(s) <br />that are more stringent on the Contractor. Contractor represents and warrants that it has the <br />requisite training, skill and experience necessary to perform all its obligations under this Contract <br />and is appropriately accredited and licensed by all applicable agencies and governmental entities. <br />Contractor represents and warrants that all materials, equipment, and services provided under <br />the Contract shall be fit for the purpose(s) for which intended, for merchantability, and that the <br />services conform to the Work herein. Acceptance of any service and inspection incidental thereto <br />by the City shall not alter or affect the obligations of Contractor or the rights of City. <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 this Contract, or for the City, belong to the City. <br />Contractor retains any intellectual property rights in documents and intangible property created <br />by Contractor prior to engagement, or not created by Contractor for its performance of this <br />Contractor. <br />3. Contract Term/City Extension Options. The term of this Contract is as set forth in the Basic <br />Provisions. The City has three (3) one-year extension options, which the City may exercise by <br />written notice(s) to the Contractor. <br />4. Compensation. The Contractor shall pay the City monthly compensation as set forth in Section <br />4.02 Price Sheet, as may be modified as set forth in the RFP Scope of Work. Contractor shall pay <br />liquidated damages to the City as set forth in the RFP Scope of Work. <br />5. Termination of Contract. <br />A. For Cause. The City may terminate this Contract if the Contractor is in material breach of any <br />of the terms of this Contract, and such breach has not been corrected to the City’s reasonable <br />satisfaction in a timely manner. <br />B. For City’s Convenience. The City may terminate this Contract at any time, without cause and <br />for any reason including the City’s convenience, upon written notice to the Contractor. <br />C. Non-appropriation of Funds. The City may terminate this Contract at any time without notice <br />due to non-appropriation of funds, whether such funds are local, state or federal grants, and <br />no such notice shall be required notwithstanding any notice requirements that may be agreed <br />upon for other causes of termination. <br />D. Acts of Insolvency. The City may terminate this Contract by written notice to Contractor if the <br />Contractor becomes insolvent, makes a general assignment for the benefit of creditors, <br />suffers or permits the appointment of a receiver for its business or assets, becomes subject