2015/08/05 Council Agenda Packet

E. If Service Provider fails or refuses to correct its work when so directed by the City, the City may withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the City 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 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 the Agreement. Service Provider shall be paid no more often than once every thirty, days. B. All requests for payment should be sent to the payment address on the first page of the Agreement. 6. Submission of Reports and Other Documents. The Service Provider shall submit all reports and other documents as and when specified in Exhibit C. Said information shall be subject to review by the City,. and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider's expense with all practical dispatch. Service Provider shall abide by the City's determinations concerning acceptability of Work. 7. Termination of Contract. City reserves the right to terminate the Agreement at any time by sending writteri notice of termination to Service Provider ("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 Service Provider (whether by fax, mail, delivery or other method reasonably calculated to be received by Service Provider in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly -manner. Unless terminated for Service Provider's material breach, the Service Provider 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 teizr_inate the Work in an orderly manner. Notices under this Section 7 shall be sent by the United States Mail to Service Provider's address provided herein, postagq prepaid, cei tified or registered mail, return receipt requested, or by delivery. In addition, Notices may also. be sent by any other method reasonably believed to provide Service Provider actual notice in a timely manner, such as fax. The City does not by this Section 7 waive, release or forego any legal remedy for any violation, breach or non-perfonnance of any of the provision of the Agreement. At its sole option, City may deduct from the final payment due the Service Provider (a) any damages, expenses or costs arising out of any such violations, breaches, or non-performance and (b) any other backcharges or credits. °o. Changes. The City may, from time to time, unilaterally change the scope of the services of the Service Provider to be perf onued hereunder. Such c-hanges, including any increase or decrease �i the scope of wor-L'_ (and resultLn, hicrease or decrease in compensation), shall: (a) be }made only -I NTvrltllLg I _ , - ,r r e =1? 7 T,i 1 � l i -Ide di—Ic: as an cl"r2Z1?d31i2;?'r_ to tfi� Ir S- -em I v i _ .L12�ri .Gd_t c77_E d .%at T -, �=1 it^l�_T. ,� -- -c1i nL and a I)OZI0i?t"_ 9 C:,,- L2 __ -. c��-.'1..-10 C: a C7,C".- C0 ill=>