City Council Agenda and Packet 2023 10 10 SP

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information as may be required by the City. The Consultant shall provide such additional backup documentation as may be required by the City. The City shall pay the invoice within thirty (30) days of receipt unless the Services or the documentation therefor are unsatisfactory. Payments made after thirty (30) days may be assessed an interest charge of one percent (1 %) per month unless the delay in payment resulted from unsatisfactory work or documentation therefor. 5.0 PROJECT REPRESENTATION 5.1 The City designates Kayla Betzold as the responsible City staff to provide direction to the Consultant during the conduct of the Services. The Consultant shall comply with the directions given by Kayla Betzold and such person's designees. 5.2 The Consultant designates Ashley Brasovan as its project manager and as the principal in charge who shall be providing the Services under this Agreement. Should any of the representatives be replaced, particularly Ashley Brasovan, and such replacement require the City or the Consultant to undertake additional reevaluations, coordination, orientations, etc., the Consultant shall be fully responsible for all such additional costs and services. 6.0 TERM 6.1 The term of this Agreement shall be from the Effective Date to June 30, 2023, unless sooner terminated pursuant to Section 13, below. The Consultant's Services under this Agreement shall commence on November 2, 2022 and Consultant shall proceed with diligence and promptness so that the Services are completed in a timely fashion consistent with the City's requirements. 6.2 Nothing in this Agreement is intended or shall be deemed or construed as creating any multiple -fiscal year direct or indirect debt or financial obligation on the part of the City within the meaning of Colorado Constitution Article X, Section 20 or any other constitutional or statutory provision. All financial obligations of the City under this Agreement are subject to annual budgeting and appropriation by the Louisville City Council, in its sole discretion. Notwithstanding anything in this Agreement to the contrary, in the event of non -appropriation, this Agreement shall terminate effective December 31 of the then -current fiscal year. 6.3 Notwithstanding any other provision(s) of this Agreement, neither party shall be liable, or declared in breach of this Agreement, for any failure or delay in performing an obligation under this Agreement that is due to events beyond such party's reasonable control, including acts of God, armed conflict, war, or pandemic events; including, but not limited to (1) increased illness of such party's workforce and/or unavailability of labor; (2) government quarantines, closures, or other mandates, restrictions, and/or directives; and/or (3) fulfillment of legal health and safety obligations associated with COVID-19 ("Force Majeure"). Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder. 2 45