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General Provisions - 1
<br />ATTACHMENT
<br />COMMUNITY SERVICES AGREEMENT
<br />(GENERAL PROVISIONS)
<br />1.Engagement of Service Organization. The City hereby agrees to engage Service Organization, and
<br />Service Organization hereby agrees, to perform the work in a competent and professional manner
<br />and provide the services in accordance with this Agreement and as described in the Scope of Work
<br />attached as Exhibit A. The work so identified is hereafter referred to as “Work”. Without a written
<br />directive of an authorized representative of the City, Service Organization shall not perform any
<br />services that are in addition to, or beyond the 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 />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.
<br />4.Reimbursement.
<br />A.The City shall reimburse Service Organization only for completed Work and for services
<br />actually rendered which are described herein. Such payment shall be full payment for Work
<br />performed or services rendered, including, but not limited to, all materials, supplies,
<br />equipment and incidentals necessary to complete the Work.
<br />B.Service Organization shall be reimbursed such amounts and in such manner as described in
<br />Exhibit A.
<br />C.Total payments to Service Organization, including reimbursement of all expenses, shall not
<br />exceed the Maximum Reimbursement Amount in the Basic Provisions.
<br />5.Prevailing Wages. All workers and laborers who are paid for Work under this Agreement
<br />(regardless of whether such payments are from Service Organization or Service Organization
<br />subcontractor) must be paid an amount not less than the prevailing rate of wages established for
<br />each trade or occupation as established by the Washington Department of Labor and Industries,
<br />in accordance with Chapter 39.12 RCW (Prevailing Wages).
<br />6.Termination of Contract. Either party may terminate this Agreement at any time effective upon
<br />30-days prior written notice to the other party. Unless terminated for Service Organization’s
<br />material breach, Service Organization shall be reimbursed for Work completed through the
<br />termination date.
<br />7.Subletting/Assignment of Contracts. Service Organization shall not sublet or assign any of the
<br />Work without the express, prior written consent of the City.
<br />8.Hold Harmless and Indemnification.
<br />A.Service Organization shall hold harmless, indemnify, and defend the City, its officers, officials,
<br />employees, and agents, from and against any and all claims, actions, suits, liability, loss,
<br />expenses, damages, and judgments of any nature whatsoever, including costs and attorneys’
<br />fees in defense thereof, for injury, sickness, disability, or death to persons or damage to
<br />property or business, caused by or arising out of the acts, errors, or omissions of Service
<br />Organization, its employees, agents, volunteers, or subcontractors, arising out of the
<br />performance of this Agreement; PROVIDED, HOWEVER, that the Service Organization’s
<br />obligation hereunder shall not extend to injury, sickness, death, or damage caused by or
<br />arising out of the sole negligence or willful misconduct of the City, its officers, officials,
<br />employees, or agents acting within the scope of their employment. With respect to the
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