Res 2005-127 - Laserfiche WebLink

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ARTICLE XIV MISCELLANEOUS PROVISIONS SECTION 14.1. RELATIONSHIP OF THE PARTIES. The Authority is an independent contractor of the City and the relationship between the parties shall be limited to performance of this Service Contract in accordance with its terms. Neither party shall have any responsibility with respect to the services to be provided or contractual benefits assumed by the other party. Nothing in this Service Contract shall be deemed to constitute either party a partner, agent or legal representative of the other party, except as explicitly provided hereunder. No liability or benefits, such as workers' compensation, pension rights or liabilities, or other provisions or liabilities arising out of or related to a contract for hire or employer / employee relationship shall arise or accrue to any party's agent or employee as a result of this Service Contract or the performance thereof. SECTION 14.2. CONTRACT ADMINISTRATION. (A) Administrative Communications. The parties recognize that a variety of contract administrative matters will routinely arise throughout the Term of this Service Contract. These matters will by their nature involve requests, notices, questions, assertions, responses, objections, reports, claims, and other communications made personally, in meetings, by phone, by mail and by electronic and computer communications. The purpose of this Section is to set forth a process by which the resolution of the matters at issue in such communications (except to the extent that the resolution of any such matter requires City Councilor Authority Board of Directors approval and an amendment to this Service Contract pursuant to subsection (D) of this Section), once resolution is reached, can be formally reflected in the common records of the parties so as to permit the orderly and effective administration of this Service Contract. (B) Contract Administration Memoranda. The principal tool for the administration of matters arising under this Service Contract between the parties shall be a "Contract Administration Memorandum." A Contract Administration Memorandum shall be prepared, once all preliminary communications have been concluded, to evidence the resolution reached by the City and the Authority as to matters of interpretation and application arising during the course of the performance of their obligations hereunder. Such matters may include, for example: (1) the determination of the specific relief to be given the Authority under Section 12.2 on account of an Uncontrollable Circumstance; (2) the determination of the specific amount of any increase or decrease of the Service Fee to which the Authority is entitled under any provision of this Service Contract (including the parties' agreement as to the treatment and designation of the payment of any Extraordinary Item under Section 10.5); (3) issues as to the meaning, interpretation, application or calculation to be made under any 87