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General Provisions - 1 <br /> <br />ATTACHMENT <br />SERVICES AGREEMENT <br />(GENERAL PROVISIONS) <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 manner and provide the services <br />described in the Agreement Documents. The work so described is hereafter referred to as <br />“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. <br />B. If Service Provider’s proposal or other document generated by Service Provider is <br />incorporated or attached as an Agreement Document or any part of Agreement Document <br />or in any amendment or task or work order pursuant to this Agreement, then such proposal <br />or document is part of this Agreement solely to the extent that it describes the Work, the <br />Work schedule, and the amounts or rates to be paid for such Work. Service Provider <br />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. 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. Time of Beginning and Completion of Performance. This Work shall commence as of the date of <br />mutual execution of this Agreement and shall be completed by Completion Date stated in the <br />Basic Provisions. The Completion Date may be extended as set forth in the Basic Provisions. <br />3. 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 <br />Agreement Documents. <br />C. Total compensation, including all services and expenses, shall not exceed the Maximum <br />Compensation Amount in the Basic Provisions. <br />D. If Service Provider fails or refuses to correct its work when so directed by the City, the City <br />may withhold from any payment otherwise due an amount that the City in good faith <br />believes is equal to the cost to the City of correcting, re-procuring, or remedying any damage <br />caused by Service Provider’s conduct. <br />4. Method of Payment. To obtain payment, the Service Provider shall follow procedures as required <br />by the City Project Manager. <br />5. Termination of Contract. City reserves the right to terminate this Agreement at any time by <br />sending written notice of termination to Service Provider. Unless terminated for Service <br />Provider’s material breach, Service Provider shall be paid for Work completed prior to <br />termination. <br />6. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work <br />without the express, prior written consent of the City.