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5 <br />(GENERAL PROVISIONS) <br /> <br />1. Engagement of Service Provider. The City hereby agrees to engage Service Provider, and Service Provider <br />hereby agrees, to perform the work in a competent manner and provide the services described in the <br />Agreement Documents. The work so described is hereafter referred to as “Work”. <br />A. Without a written directive of an authorized representative of the City, Service Provider shall not <br />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 incorporated or <br />attached as an Agreement Document or any part of Agreement Document or in any amendment or <br />task or work order pursuant to this Agreement, then such proposal or document is part of this <br />Agreement solely to the extent that it describes the Work, the Work schedule, and the amounts or <br />rates to be paid for such Work. Service Provider expressly agrees that no terms or conditions from <br />such proposal or document are incorporated or included into this Agreement, unless the to-be- <br />included term or condition is specifically referenced in the “Additional Provision(s)” portion of the <br />Basic Provisions. <br />C. In the event of difference or conflict between parts of this Agreement, Service Provider shall be bound <br />by whichever is more stringent on Service Provider, except that the following provisions in the Basic <br />Provisions shall always govern: the Completion Date, the Maximum Compensation Amount, the <br />Extension Provision, and the Additional Provisions. <br />2. Time of Beginning and Completion of Performance. This Work shall commence as of the date of mutual <br />execution of this Agreement and shall be completed by Completion Date stated in the Basic Provisions. The <br />Completion Date may be extended as set forth in the Basic Provisions. <br />3. Compensation. <br />A. The City shall pay Service Provider only for completed Work and for services actually rendered which <br />are described herein. Such payment shall be full compensation for Work performed or services <br />rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals <br />necessary to complete the Work. <br />B. Service Provider shall be paid such amounts and in such manner as described in the Agreement <br />Documents. <br />C. Total compensation, including all services and expenses, shall not exceed the Maximum Compensation <br />Amount in the Basic Provisions. <br />D. If Service Provider fails or refuses to correct its work when so directed by the City, the City may <br />withhold from any payment otherwise due an amount that the City in good faith believes is equal to <br />the cost to the City of correcting, re-procuring, or remedying any damage caused by Service Provider’s <br />conduct. <br />4. Method of Payment. To obtain payment, the Service Provider shall follow procedures as required by the <br />City Project Manager. <br />5. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written <br />notice of termination to Service Provider. Unless terminated for Service Provider’s material breach, Service <br />Provider shall be paid for Work completed prior to termination. <br />6. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without <br />the express, prior written consent of the City. <br />7. Indemnification. Except as otherwise provided in this Section, Service Provider hereby agrees to defend <br />and indemnify and save harmless the City from any and all Claims arising out of, in connection with, or <br />incident to any negligent or intentional acts, errors, omissions, or conduct by Service Provider (or its <br />employees, agents, representatives or subcontractors/subconsultants) relating to this Agreement, whether <br />such Claims sound in contract, tort, or any other legal theory. Service Provider is obligated to defend and <br />indemnify and save harmless the City pursuant to this Section whether a Claim is asserted directly against <br />the City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else <br />who then seeks contribution or indemnity from the City. Service Provider’s duty to defend and indemnify <br />and save harmless pursuant to this Section is not in any way limited to, or by the extent of, insurance