2010/11/17 Council Agenda Packet

4. Compensation. 2 A. The Contractor shall be paid by the City only for completed services actually rendered which are described herein. Such payment shall be full compensation for services rendered, including,but not limited to,all labor,materials, supplies, mileage, gas,phone parking,lodging,food, equipment and incidentals necessary to complete the services.Provided,however,the current Everett Concierge Visitor Information Center(VIC) location at the Everett Events Center shall continue to be the location where Contractor will perform its services,including the recruitment,training and management of volunteers and other activities relevant to managing a VIC. The City will provide the current location, or equivalent location, along with certain office equipment currently in use at the • VIC, on a rent-free basis, including free of charge utilities and janitorial services. The City will also provide City letterhead for the Everett tourism marketing program and will host a website or websites for the visitor information program and general tourism marketing. B. The Contractor shall be paid upon submission of an invoice once every month, based on Contractor's budget proposal described in Exhibit B for services pursuant to this Agreement. Total compensation shall not exceed$130,095.00. C. If Contractor fails or refuses to accept direction or carry out the reasonable direction of the City in performance of its services,the City may,in addition to any other remedy,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 Contractor's conduct. 5. Termination of Contract. Each party reserves the right to terminate this Agreement at any time by sending written notice of termination to the other party ("Notice"). The Notice shall specify a termination date("Termination Date")at least thirty(30)days after the date the Notice is issued. The Notice shall be effective("Notice Date")upon the earlier of either actual receipt by the other party(whether by fax,mail, delivery or other method reasonably calculated to be received by the other party in a reasonably prompt manner)or three calendar days after issuance of the Notice.Upon the Notice Date,the 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 the other party'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 the other party actual notice in a timely manner,such as fax.The City and Contractor by this section do not waive,release or forego any legal remedy for any violation,breach or non- performance of any of the provision 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 backcharges or credits.No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in writing by the City. Page 2 Snohomish County Tourism Bureau Contract-2011 9