2007/05/02 Council Agenda Packet

equal to the cost to the City of correcting, re-procuring, or remedying any damage caused by Contractor's conduct. 5. Method of Payment A. To obtain payment, the Contractor shall (a)file its request for payment,accompanied by evidence satisfactory to the City justifying the request for payment; (b) submit a report of Work accomplished and hours of all tasks completed; (c)to the extent reimbursement of Eligible Expenses is sought, submit itemization of such expenses and, if requested by the City, copies of receipts and invoices; and (d) comply with all applicable provisions of this Agreement. Contractor shall be paid no more often than once every thirty days. B. All requests for payment should be sent to: City of Everett Attn: Dave Davis 3200 Cedar Street Everett,WA 98201 6. Submission of Reports and Other Documents. The Contractor shall submit all reports and other documents specified in Exhibit B. Contractor is specifically required to submit all information required in this Agreement not later than December 31,2009. Said information shall be subject to review by the City, and if found to be unacceptable, Contractor shall correct and deliver to the City any deficient Work at Contractor's expense with all practical dispatch. Contractor shall abide by the City's determinations concerning acceptability of Work. 7. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Contractor("Notice"). The Notice shall specify a termination date ("Termination Date") at least fourteen (14) days after the date the Notice is issued. The Notice shall be effective ("Notice Date")upon the earlier of either actual receipt by Contractor(whether by fax, mail, delivery or other method reasonably calculated to be received by Contractor in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon the Notice Date, Contractor shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Contractor's material breach, the Contractor shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b) those hours worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the United States Mail to Contractor's address provided herein, postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition, the Notice may also be sent by any other method reasonably believed to provide Contractor actual notice in a timely manner,such as fax. The City does not by this section waive, release or forego any legal remedy for any violation, breach or non-performance of any of the provisions of this Agreement. At its sole option,City may deduct from the final payment due the Contractor(a) any damages, expenses or costs arising out of any such violations,breaches,or non-performance and(b)any other back charges or credits. 8. Changes. The City may, from time to time,unilaterally change the scope of the services of the Contractor to be performed hereunder. Such changes,including any increase or decrease in the scope of work(and resulting increase or decrease in compensation),shall: (a)be made only in writing and signed by an authorized City representative, (b) be explicitly identified as a Change Order and(c)when signed by the Contractor,become a part of this Agreement. 3