25B - AGMT- HOTEL TAX COMPLIANCE SRVS

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April 7, 2016 attached to and incorporated herein as Exhibit "A". Services are referenced herein as follows: "Base Services" as described in Section 3-2.0. ii. "Optional Services" as described in Section 3-3.0, performed at the request of CITY; and iii. "Additional Services" as described in Section 3-4.0, performed upon a written order by CITY. (b) CONSULTANT shall provide said services at the time, place, and in the manner specified in the Schedule Of Performance - Timeline For Deliverables attached to and incorporated herein as EXHIBIT "B". (c) CONSULTANT shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 2. COMPENSATION Upon execution of this Agreement, CITY will pay CONSULTANT as outlined in section 4-6.0 (CONSIDERATION). Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures and proof of insurance as set forth in section 4-9.0 (INSURANCE AND INDEMNIFICATION). Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. 3. TERM The initial term for the provision of services as set forth in section 1 of this Agreement shall be for a period of two (2) years commencing January 1, 2017, with one (1) one-year option exercisable in the sole discretion of the City, by a writing executed by the City Manager and the City Attorney, if neither party has terminated said Agreement in accordance with section 3-1.0. 3-1.0 Termination. The Parties reserve the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days' written notice to the non -terminating party, except that where termination is for cause, the Parties will comply with the dispute resolution process in Section 4-11.2. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 4-11.2. 3-2.0. Effect of Termination Upon issuance of any notice of termination, CONTRACTOR shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. The CONTRACTOR shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter; provided, however, that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 2 r