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1. PURPOSE OF AGREEMENT <br />The purpose of this Agreement is to establish a mutually beneficial arrangement between the <br />City and the County that will help both Parties realize their respective TDM objectives. This <br />Agreement also creates a mechanism to allow the County to reimburse the City for costs incurred <br />to perform the tasks and implement the programs described in the Scope of Work ("SOW"), as <br />set forth in Exhibit A, which is attached and incorporated herein. In consideration of the City's <br />performance of the tasks and responsibilities set forth in the SOW, the County will provide the <br />City up to $75,000 in grant funds. <br />2. AGREEMENT TERM AND MODIFICATIONS <br />This Agreement shall be effective upon signature by both Parties, and shall remain in effect <br />unless otherwise terminated through November 30, 2020. If mutually agreed, the Agreement <br />may be extended by written amendment for up to an additional two (2) years. Exhibits and <br />attachments may be modified at that time as mutually agreed by the Parties. Any extension shall <br />be made in writing in accordance with Section 14 of the Agreement. The County will enter into <br />or extend this Agreement only on the condition that all City accounts with the County are <br />current. <br />3. CITY' S RESPONSIBILITIES <br />The City shall furnish the necessary personnel, equipment, material and/or services and <br />otherwise do all things necessary for or incidental to the performance of the work required as <br />related to program performance associated with the SOW in Exhibit A. The program tasks, <br />timelines and budget are stated in Exhibit A. <br />4. COUNTY'S RESPONSIBILITIES <br />The County will reimburse the City for actual costs incurred to satisfactorily perform the tasks <br />and implement the Program as provided for in the SOW. In no event shall the total <br />reimbursement made by the County to the City for work performed pursuant to this Agreement <br />exceed $75,000 (the "Reimbursement Cap"). <br />5. INVOICE AND PAYMENT PROCEDURES <br />The City shall submit completed invoice(s) to the County detailing expenses, quarterly activities, <br />outcomes and metrics within thirty (30) calendar days following each quarter's end and by <br />December 15, 2020. The County shall pay the City within fifteen (15) calendar days after the <br />County has received completed invoices. <br />In no event will the total amount of the initial investment and quarterly payments exceed the <br />Reimbursement Cap specified at Section 4 of this Agreement without the Parties mutually <br />agreeing to amend this Agreement in accordance with Section 14 of the Agreement. <br />