2022/03/23 Council Agenda Packet

Provider for its performance of this Agreement. 2. Everett as Administrator. As the recipient of the Grant, Everett is the administrator of this Agreement and will be solely handling all Grant funds. Notwithstanding anything to the contrary in this Agreement, (A) Service Provider will look solely to Everett for payment under this Agreement and (B) any consent, approval, notice or other action under this Agreement may be given or received by Everett on behalf of the Cities. 3. Time of Beginning and Completion of Performance. This Agreement shall commence as of the date of mutual execution of this Agreement and shall be completed by 06/30/2023. 4. Compensation. A. The Cities shall pay the Service Provider only for completed Work and for services actually rendered which are described herein. Such payment shall be full compensation for Work performed or services rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals necessary to complete the Work. B. The Service Provider shall be paid such amounts and in such manner as described in Exhibit B. C. Service Provider may receive payment as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses" means those types and amounts of expenses either listed in Exhibit C or such expenses as are approved for reimbursement by the Cities in writing prior to the expense being incurred. If Exhibit C is either blank or not attached, expenses may not be reimbursed unless prior written approval was obtained from the Cities. An expense shall not be reimbursed if: (1) the expense is not identified in Exhibit C; (2) the expense exceeds the per item or cumulative limits for such expense if it is identified in Exhibit C; or (3) the expense was not approved in writing by an authorized Cities representative prior to the Service Provider incurring the expense. If, and to the extent, overnight lodging in western Washington is authorized, Service Provider is strongly encouraged to lodge within the corporate limits of Cities. When authorized, Service Provider will be reimbursed 100% of lodging expense, if lodged within the corporate limits of the Cities, but Service Provider will be reimbursed 50% of lodging expense when lodged outside the corporate limits of the Cities. If authorized, the Cities may (at their sole option) obtain or arrange air travel for the Service Provider. D. Total compensation, including all services and expenses, shall not exceed a maximum of Three Hundred Seven Thousand, Eight Hundred Seventeen Dollars ($307,817.00). E. If Service Provider fails or refuses to correct its work when so directed by the Cities, the Cities may withhold from any payment otherwise due an amount that the Cities in good faith believes is equal to the cost to the Cities of correcting, re -procuring, or remedying any damage caused by Service Provider's conduct. 5. Method of Payment. A. To obtain payment, the Service Provider shall (a) file its request for payment, accompanied by evidence satisfactory to the Cities justifying the request for payment; (b) submit a report of Page 2 Everett Marysville PSA 2022