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• 7 <br /> . 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 between the City and <br /> Service Provider. If Service Provider's proposal is attached as an exhibit,and if such proposal contains <br /> or incorporates any conditions or terms in addition to or different from the terms of this Agreement,then <br /> Service Provider expressly agrees that such conditions or terms are neither incorporated nor included into <br /> this Agreement between the City and Service Provider. <br /> 2. Intellectual Property Rights. The intellectual property rights in works created pursuant to this <br /> Agreement,or for the City of Everett, including all original documents,methodological explanations, <br /> reports,notes,data,materials, services and other products prepared in the course of providing the <br /> Services or Additional Services(collectively"Products")shall become the joint property of City and <br /> Service Provider,and City and Service Provider shall have authority to publish, disclose, distribute,use, <br /> reuse, or dispose of the Products in whole or in part without the permission of the other. In the event of <br /> termination of the agreement by City or Service Provider, Service Provider shall provide City with any <br /> finished or unfinished Products. Notwithstanding such ownership,the City and Service Provider shall be <br /> entitled to make and obtain copies or reproductions of such Products for its own files or internal <br /> reference. Service Provider expressly represents and warrants that the Work shall be original and shall <br /> not infringe on another's copyright,or rights in trade or service marks. Service Provider agrees to defend <br /> and 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 execution of this Agreement and shall be completed by February 29,2008. <br /> 4. Compensation. <br /> A. The City shall pay Service Provider only for completed Work and for services actually rendered <br /> which 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 follows: as described in Exhibit <br /> A. <br /> C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. <br /> "Eligible Expenses"means those types and amounts of expenses approved for reimbursement by the <br /> City. If approval for reimbursement is not obtained from the City prior to Service Provider's incurring <br /> the expense, Service Provider acknowledges that the City retains the option not to reimburse Service <br /> Provider. Eligible expenses shall not exceed$7,445.00. <br /> D. Total compensation, including all services and expenses, shall not exceed a maximum of$53,895.00 <br /> E. If Service Provider fails or refuses to accept direction or carry out the reasonable directions of the <br /> City in performance of its work,the City may,in addition to any other remedy,withhold from any <br /> payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of <br /> correcting,re-procuring,or remedying any damage caused by Service Provider's conduct. <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("Notice"). The Notice shall specify a <br /> Page 3 <br /> 38 <br />