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General Provisions - 1 <br />ATTACHMENT <br />PROFESSIONAL SERVICES AGREEMENT <br />(GENERAL PROVISIONS v.072623.1) <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. The Scope of Work so identified is hereafter referred <br />to as “Work”. Without a written directive of an authorized representative of the City, Service <br />Provider shall not perform any services that are in addition to, or beyond the scope of, the Work. <br />If Service Provider’s proposal or other document generated by Service Provider is incorporated or <br />attached as an exhibit or part of any exhibit to this Agreement, then such proposal or document <br />is part of this Agreement solely to the extent that it describes the Work, the Work schedule, and <br />the amounts or rates to be paid for such Work, and Service Provider expressly agrees that no <br />terms or conditions from such proposal or document are incorporated or included into this <br />Agreement. In the event of difference or conflict between parts of this Agreement, Service <br />Provider shall be bound by whichever is more stringent on Service Provider. <br />2. Intellectual Property Rights. Unless otherwise expressly agreed in writing, all intellectual <br />property rights in works created pursuant to this Agreement, or for the City of Everett, belong to <br />the City of Everett. Service Provider retains any intellectual property rights in works created by <br />Service Provider prior to engagement, or not for its performance of this Agreement. Service <br />Provider expressly represents and warrants that the Work shall be original and shall not infringe <br />on another’s copyright, or rights in trade or service marks. Service Provider agrees to defend and <br />indemnify City from any and all claims and damages arising out of this Agreement or the Work <br />created hereunder. <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. <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 Basic <br />Provisions. <br />C. Service Provider may receive payment as reimbursement for Eligible Expenses actually <br />incurred. “Eligible Expenses” means those types and amounts of expenses approved for <br />reimbursement by the City. If approval for reimbursement is not obtained from the City prior <br />to Service Provider’s incurring the expense, Service Provider acknowledges that the City <br />retains the option not to reimburse Service Provider. Eligible expenses shall not exceed the <br />amount stated in the Basic Provisions. <br />D. Total compensation, including all services and expenses, shall not exceed the Maximum <br />Compensation Amount in the Basic Provisions. <br />E. 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 />5. Method of Payment. Method of payment is as described in the Basic Provisions. All requests for <br />payment must be sent to the City Project Manager Address in the Basic Provisions.