Reso 2014-2228 - Laserfiche WebLink

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to Contractor for the purposes of set -off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 14. FORCE MAJEURE. City and Contractor will be excused from the performance of their respective obligations under this agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their reasonable control including, fire, flood, explosion, hurricane, strikes or other labor disputes, act of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: (a) the non - performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration and continues to furnish timely reports thereto during the period of the Force Majeure; (b) the excise of performance is of no greater scope and of no longer duration than is required by Force Majeure; (c) no obligations of either party that arose before the Force Majeure causing the excuse of performance are expected as a result of the Force Majeure; and (d) the non - performance party uses its best efforts to remedy its inability to perform. 15. BUSINESS RECORDS RETENTION AND INSPECTION. Contractor shall maintain separate complete and accurate books and records which relate to the Services, as more particularly described in Section 3.3.3 of Invitation to Bid No. 11 -05 -02 ( "Records, Reports, and Documents "), for a minimum period of 5 (five) years following expiration or termination of this Agreement. All such records shall be made available for inspection and/or copying by the City at reasonable times during normal working hours. 16. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment 8I8