2021/05/26 Council Agenda Packet

17. Prohibition of Contingency Fee Arrangements. The TPA Recipient warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the TPA Recipient, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the TPA Recipient, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the County shall have the right to terminate this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 18. Force Majeure. If either party is unable to perform any of its obligations under this Agreement as a direct result of an unforeseeable event beyond that party's reasonable control, including but not limited to an act of war, act of nature (including but not limited to earthquake and flood), embargo, riot, sabotage, labor shortage or dispute (despite due diligence in obtaining the same), or governmental restriction imposed subsequent to execution of the Agreement (collectively, a "force majeure event"), the time for performance shall be extended by the number of days directly attributable to the force majeure event. Both parties agree to use their best efforts to minimize the effects of such failures or delays_ 19. Suspension of Work. The County may, at any time, instruct the TPA Recipient in writing to stop work on the Project effective immediately, or as directed, pending either further instructions from the County to resume the work or a notice from the County of breach or termination under Section 20 of this Agreement. 20. Non -Waiver of Breach; Termination. a. The failure of the County to insist upon strict performance of any of the covenants or agreements contained in this Agreement, or to exercise any option conferred by this Agreement, in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. b. If the TPA Recipient breaches any of its obligations hereunder, and fails to cure the same within five (5) business days of written notice to do so by the County, the County may terminate this Agreement, in which case the County shall pay the TPA Recipient only for the reimbursable expenses, if any, accepted by the County in accordance with Sections 3 and 8 hereof. c. The County may terminate this Agreement upon thirty (30) business days' written notice to the TPA Recipient for any reason other than stated in subparagraph b above, in which case payment shall be made in accordance with Sections 3 and 8 hereof for the reimbursable expenses, if any, reasonably and directly incurred by the TPA Recipient in performing this Agreement prior to receipt of the termination notice. d. Termination by the County hereunder shall not affect the rights of the County as against the TPA Recipient provided under any other section or paragraph herein. The ed. 2021 TOURISM PROMOTION AREA AGREEMENT WITH CITY OF EVERETT Page 7 of 15