Laserfiche WebLink
upon the City's reasonable request, Amazon will furnish or make available for inspection during <br />normal business hours of Amazon back -up documentation reasonably sufficient to verify the <br />accuracy and completeness of report, application, filing or other document, and to demonstrate <br />the manner in which such items or their contents were calculated or prepared. If, <br />notwithstanding the good faith efforts of the Parties to resolve any questions concerning such <br />items, the Parties are unable to resolve such issues, during the Term and for six (6) months <br />thereafter, the City's independent third -party certified public accountant (any such independent <br />third -party accountant to be retained on a non - contingency fee basis), may examine and audit <br />such books and records of Amazon as are reasonably sufficient to verify the accuracy of such <br />items. Any such audit must: (i) not be disruptive to Amazon's business and must take place at a <br />mutually agreed time during Amazon's normal business hours; (ii) not occur more than once <br />during any 12 consecutive month period, unless special circumstances arise that cause the City to <br />reasonably determine that another audit is immediately necessary; (iii) take place on at least <br />thirty (30) days' prior written notice; (iv) be completed within thirty (30) days from <br />commencement; and (vi) be conducted by the City, and its authorized representatives, alone and <br />not in conjunction or cooperation with any other party. The City may not schedule an audit to <br />take place in the fourth calendar quarter of any year. The City agrees that certain information <br />obtained by the City in connection with any such audit may be subject to the security, <br />nondisclosure and nonuse obligations under Sections 8.04 and 8.05. In the event the City's <br />examination reveals a payment deficiency or discrepancy, the Parties will cooperate in good faith <br />to address and resolve such deficiency or discrepancy. The City will be solely responsible for all <br />costs of any audit it conducts, unless the audit reveals fraud, misrepresentation or negligence in <br />the reporting of information by Amazon or its Affiliates, the absence of which would have <br />