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General Provisions - 1 <br />ATTACHMENT <br />PROFESSIONAL SERVICES AGREEMENT <br />(GENERAL PROVISIONS v.071423.P1) <br /> <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 exhibit(s) to this Agreement. The work so described is hereafter <br />referred to as “Work”. <br />A. Without a written directive of an authorized representative of the City, Service Provider shall <br />not perform any services that are in addition to, or beyond the scope of, the Work. If, and to <br />the extent, the Work includes the design of a public work or improvement, in whole or in <br />part, Service Provider’s design shall be reasonably accurate, adequate and suitable for its <br />intended purpose. <br />B. If Service Provider’s proposal or other document generated by Service Provider is <br />incorporated or attached as an exhibit or part of any exhibit to this Agreement, then such <br />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. Service <br />Provider expressly agrees that no terms or conditions from such proposal or document are <br />incorporated or included into this Agreement, unless the to-be-included term or condition is <br />specifically referenced in the “Additional Provision(s)” portion of the Basic Provisions. <br />C. Work or requirements described in a scope of work document attached as an exhibit to this <br />Agreement in aspirational or preferential terms (such as “it is desired that Supplier will,” “it <br />is preferred that Supplier will” or similar language) is deemed to be mandatory, unless <br />otherwise provided in the “Additional Provision(s)” portion of the Basic Provisions. <br />D. In the event of difference or conflict between parts of this Agreement, Service Provider shall <br />be bound by whichever is more stringent on Service Provider, except that the following <br />provisions in the Basic Provisions shall always govern: the Completion Date, the Maximum <br />Compensation Amount, the Extension Provision, and the Additional Provisions. <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 Agreement, or for the City of Everett, belong to the <br />City of Everett. Service Provider retains any intellectual property rights in documents and <br />intangible property created by Service Provider prior to engagement, or not created by Service <br />Provider for its performance of this 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. This Agreement may be extended as set forth in 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 the exhibit(s) <br />to this Agreement.