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General Provisions - 1 <br /> <br />ATTACHMENT <br />AUCTION 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, Commissions, <br />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. The Service Provide will be compensated in accordance with the Exhibits attached <br />to this Agreement. <br />4. Not Used. <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. <br />7. Indemnification. To the extent of Service Provider’s negligence, breach of this Agreement, <br />violation of law, or willful misconduct, and except as otherwise provided in this Section, Service <br />Provider hereby agrees to defend and indemnify and save harmless the City from any and all <br />Claims arising out of, in connection with, or incident to any acts, errors, omissions, or conduct by <br />Service Provider (or its employees, agents, representatives or subcontractors/subconsultants) <br />relating to this Agreement, whether such Claims sound in contract, tort, or any other legal theory. <br />Service Provider 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. Service Provider’s duty to defend and indemnify and save harmless <br />pursuant to this Section is not in any way limited to, or by the extent of, insurance obtained by, <br />obtainable by, or required of Service Provider. If a Claim is caused by or results from the <br />concurrent negligence of (a) Service Provider, its employees, subcontractors/subconsultants or