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4 <br /> • <br /> Available Industrial Building(Table 24) <br /> Existing Industrial Site(Table 25) <br /> Service Provider will also provide 4 hours of additional consulting per month,for use at the City's <br /> discretion, Hours may be carried over from month to month,but no more than 12 hours may be <br /> accumulated. <br /> Without a written directive of an authorized representative of the City,Service Provider shall not perform <br /> any services that are in addition to,or beyond the scope of,the Work between the City and Service <br /> Provider. If Service Provider's proposal is attached as an exhibit,and if such proposal contains or <br /> 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. Unless otherwise expressly agreed in writing,all intellectual property <br /> rights in works created pursuant to this Agreement,or for the City of Everett,belong to the City of <br /> Everett. Service Provider retains any intellectual property rights in works created by Service Provider <br /> prior to engagement,or not for its performance of this Agreement.Service Provider expressly represents <br /> and warrants that the Work shall be original and shall not infringe on another's copyright,or rights in <br /> trade or service marks. Service Provider agrees to defend and indemnify City from any and all claims and <br /> damages arising out of this Agreement or the Work created hereunder. <br /> 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the <br /> 1st day of January,2010 and shall be completed on December 31,2010. <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 necessary <br /> to complete the Work. <br /> B. Service Provider shall be paid such amounts and in such manner as follows:upon presentation of a <br /> monthly invoice. <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 City. <br /> If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the <br /> expense,Service Provider acknowledges that the City retains the option not to reimburse Service <br /> Provider. Eligible expenses shall not exceed-0-;no-expenses are contracted for. <br /> D. Total compensation,including all services and expenses,shall not exceed a maximum of Thirty-Five <br /> Thousand Eight Hundred Thirty-Two($35,832.00)Dollars,payable in monthly installments over a period <br /> of twelve(12)months. <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 /> Page 2 <br /> 17 <br />