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General Provisions - 1 <br />ATTACHMENT <br />GRANT AGREEMENT FOR PROFESSIONAL SERVICES <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 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. <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, belong to the City. Service <br />Provider retains any intellectual property rights in documents and intangible property created by <br />Service Provider prior to engagement, or not created by Service Provider for its performance of <br />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 the Work shall be completed by Completion Date <br />stated in the Basic Provisions. <br />4. Compensation and Reimbursement. <br />A. Service Provider shall be paid such amounts and in such manner as described in Exhibit B. <br />B. Total compensation and reimbursement, including all services and expenses, shall not <br />exceed the Maximum Grant Amount in the Basic Provisions. <br />C. Method of payment shall be as described in Exhibit B. All requests for payment should be <br />sent to the City Project Manager Address in the Basic Provisions or to an address designated <br />by the City Project Manager in writing. <br />5. Property Purchased under this Agreement. <br />A. In all cases in which property or equipment is acquired with funds under this Agreement is <br />sold, such sale must be at fair market value and the proceeds of such sale shall be delivered <br />to the City. In cases where the property or equipment is acquired partially with funds under <br />this Agreement, sale proceeds shall be delivered to the City in proportion to the percentage <br />of Agreement funds used to acquire the property or equipment. <br />B. At the completion of this Agreement, property or equipment acquired, in whole or in part, <br />with funds under this Agreement shall be, at the option of the City: (a) transferred to the City, <br />if purchased in whole with Agreement funds, (b) sold, with the proceeds of such sale <br />delivered to the City as set forth in 5.A above, or (c) if requested by Service Provider, retained <br />by Service Provider after compensating the City an amount equal to the current fair market <br />value of the property or equipment, with credit against such amount in proportion to the <br />percentage of non-Agreement funds used to acquire the property or equipment. <br />C. All property or equipment acquired, in whole or in part, with funds under this Agreement <br />must be insured by Service Provider at 100% replacement value, and Service Provider shall <br />provide evidence thereof at least annually or as otherwise required by the City. In the event <br />of loss, insurance proceeds shall be delivered to the City in same manner as a sale under <br />Section 5.A above.