Res 2007-058 - Laserfiche WebLink

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I I I PART 3. MISCELLANEOUS PROVISIONS Section 3.1. Term. This Agreement shall contmue m force and effect unless and until it is A) terminated by either Party with 60 days wntten notice to the other Party, or B) superseded by a different form of funding agreement between the Parties related to the Project, such as a Water Supply Agreement. Section 3.2. Force Majeure. In the event that the performance by either Party of any of its obligatiOns under this Agreement is interrupted or delayed by events outside of their control such as acts of God, war, riot, or civil commotion, then the Party is excused from such performance for the period of time reasonably necessary to remedy the effects of the events. In such an event, each Party agrees to take reasonable actiOns to mitigate losses. Section 3.3. Remedies. Unless a particular remedy IS set forth for a default under this Agreement, the Parties shall have available to them all remedies at law or in equity. Section 3.4. Availability of Funds. Funds for payment of the obligations of each of the PartIes under this Agreement will be provided through their respective budgets for the current fiscal year. State statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. However, the payments covered by this Agreement are considered by the PartIes to be recurring m nature, and the Parties anticipate including these payments as standard and routine expenses in their budgets within the foreseeable future. However, the Parties do not guarantee the avaIlability of funding in future fiscal years, and they enter into this Agreement only to the extent that funds for future fiscal years are available. The fiscal year for the Agency extends from October 1 st of each year to September 30th of the following year. The fiscal year for the CIty extends from October I st of each year to September 30th of the following year. Section 3.5. Records and Information; Right to Audit Financial Records; Refunds. A. All information collected and prepared by or for the Agency in connection with the Project will be the property of the Agency, whether or not the Project or any portion of the Project is executed. The Agency agrees to make thIS information available to the City. The Parties agree that this information is not intended or represented to be suitable for reuse by the City. Any such reuse by the City without appropnate professional verification or adaptation will be at the City's sole risk and without liability to the Agency. The Agency agrees to retain its records and supporting information related to the Project for a period of three years. B. The City shall have the right to audIt the Agency's financial records. Any such audit will be at the City's expense, except as provided below. In the event an audit by the City shows any improper expenditure by the Agency, or an over charge to the City, the City WIll be entitled to a prorata refund from the Agency in the amount of the City's share (39.70%) of the amount found to have been improperly expended by the Agency or Improperly charged to the City. If the improper expenditure or overcharge exceeds 5% of the City's correct annual contribution, and if the Agency Board approves, the Agency will reimburse the City for the cost of the audit. Section 3.6. No Waiver Implied. No waiver of any breach or default by either Party of any term, covenant, conditiOn, or liability hereunder, or of performance by the other Party of any 4