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General Provisions - 1 <br />ATTACHMENT <br />PROFESSIONAL SERVICES AGREEMENT <br />(GENERAL PROVISIONS v.101524) <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 exhibit(s) to this Agreement. The work so described is hereafter <br /> <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. If, and to <br />the extent, the Work includes the design of a public work or improvement, in whole or in <br />intended purpose. <br />B. <br />incorporated or attached as an exhibit or part of any exhibit to this Agreement 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. Service Provider expressly <br />agrees that no terms or conditions from such proposal or document are incorporated or <br />included into this Agreement, unless the to-be-included term or condition is specifically <br />Basic Provisions. <br />C. Work or requirements described in a scope of work document attached as an exhibit to this <br />Agreement in aspirational or preferential Supplier will <br />is preferred that Supplier will be mandatory, unless <br />. <br />D. 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, the Maximum <br />Compensation Amount, the Extension Provision, and the Additional Provisions. <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 />Any reuse by the City of these reports, drawings, plans, specifications and intangible property for <br />purposes other than in connection with the Work is at the sole risk of the City. To the extent the <br />Work includes material subject to copyright, Service Provider agrees that the Work is done as a <br />shall own all copyrights in the Work. To the extent that the Work includes material subject to <br />Service Provider hereby assigns to the City all right, title and interest in and to the Work, including <br />all copyrights, patents, trade secrets, and other proprietary rights therein (including renewals <br />thereof). To the maximum extent permitted by law, Service Provider waives all moral rights in <br />the Work. Notwithstanding the foregoing, Service Provider retains any intellectual property rights <br />in documents and intangible property created by Service Provider prior to engagement, or not <br />created by Service Provider for its performance of 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