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General Provisions - 1 <br /> <br />ATTACHMENT <br />SERVICES AGREEMENT <br />(GENERAL PROVISIONS) <br /> <br />1. Engagement of Contractor. The City hereby agrees to engage Contractor, and Contractor hereby <br />agrees, to perform the work in a competent manner and provide the services described in the <br />Agreement Documents. The work so described is hereafter referred to as “Work”. <br />A. Without a written directive of an authorized representative of the City, Contractor shall not <br />perform any services that are in addition to, or beyond the scope of, the Work. <br />B. If Contractor’s proposal or other document generated by Contractor is incorporated or <br />attached as an Agreement Document or any part of Agreement Document or in any <br />amendment or task or work order pursuant to this Agreement, then such proposal or <br />document is part of this Agreement solely to the extent that it describes the Work, the Work <br />schedule, and the amounts or rates to be paid for such Work. Contractor expressly agrees <br />that no terms or conditions from such proposal or document are incorporated or included <br />into this Agreement, unless the to-be-included term or condition is specifically referenced in <br />the “Additional Provision(s)” portion of the Basic Provisions. <br />C. In the event of difference or conflict between parts of this Agreement, Contractor shall be <br />bound by whichever is more stringent on Contractor, except that the following provisions in <br />the Basic Provisions shall always govern: the Completion Date, the Maximum Compensation <br />Amount, the Extension Provision, and the Additional Provisions. <br />2. Time of Beginning and Completion of Performance. This Work shall commence and shall be <br />completed as set forth in the Agreement Documents. <br />3. Compensation. <br />A. The City shall pay Contractor only for completed Work and for services actually rendered <br />which are described herein. Such payment shall be full compensation for Work performed <br />or services rendered, including, but not limited to, all labor, materials, supplies, equipment <br />and incidentals necessary to complete the Work. <br />B. Contractor shall be paid such amounts and in such manner as described in the Agreement <br />Documents. <br />4. Method of Payment. To obtain payment, the Contractor shall follow procedures as required by <br />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 Contractor. Unless terminated for Contractor’s material <br />breach, Contractor shall be paid for Work completed prior to termination. <br />6. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of the Work <br />without the express, prior written consent of the City. <br />7. Indemnification. Except as otherwise provided in this Section, Contractor hereby agrees to <br />defend and indemnify and save harmless the City from any and all Claims arising out of, in <br />connection with, or incident to any negligent or intentional acts, errors, omissions, or conduct by <br />Contractor (or its employees, agents, representatives or subcontractors/subconsultants) relating <br />to this Agreement, whether such Claims sound in contract, tort, or any other legal theory. <br />Contractor is obligated to defend and indemnify and save harmless the City pursuant to this <br />Section whether a Claim is asserted directly against the City, or whether it is asserted indirectly <br />against the City, e.g., a Claim is asserted against someone else who then seeks contribution or <br />indemnity from the City. Contractor’s duty to defend and indemnify and save harmless pursuant <br />to this Section is not in any way limited to, or by the extent of, insurance obtained by, obtainable