Reso 98- 57 - Laserfiche WebLink

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written notice of any deficiency. The Party in default shall then have ten (10) calendar days from receipt of notice to correct the deficiency. If the defaulting Party fails to correct the deficiency within this time, this AGREEMENT shall terminate at the expiration of the ten (10) day time period. 7.2 Either Party may terminate this AGREEMENT at any time for convenience upon thirty (30) calendar days prior written notice to the other Party. The performance of work under this AGREEMENT may be terminated by the CITY in accordance with this clause in whole, or from time to time in part, whenever the CITY shall determine that such termination is in the best interest of the CITY. Any such termination shall be effected by delivery to the COUNTY of a Notice of Termination specifying the extent to which performance of work under the AGREEMENT is terminated, and the date upon which such termination becomes effective. In the event of termination, the CITY shall compensate the COUNTY for all authorized and accepted work performed through the termination date and the balance of the COUNTY's contractor's bid award. The CITY shall be relieved of any and all future obligations hereunder, including but not limited to, lost profits and consequential damages under this AGREEMENT. 7.3 If either Party initiates legal action, including appeals, to enforce this AGREEMENT, the prevailing Party shall be entitled to recover a reasonable attorney's fee, based upon the fair market value of the services provided. 7.4 In the event a dispute arises which the Project Managers cannot resolve between themselves, the Parties shall have the option to submit to nonbinding mediation, The mediator or mediators shall be impartial, shall be selected and agreed to by the Parties, and the cost of the mediation shall be borne equally by the Parties. The mediation process shall be confidential to the extent permitted by law, ARTICLE 8 RECORDS RETENTION/OWNERSHIP The COUNTY shall maintain records and the CITY shall have inspection and audit rights as follows: A. Maintenance of Records: The COUNTY shall maintain all financial and non-financial records and reports directly or indirectly related to the negotiation or performance of this AGREEMENT including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made available for inspection for a period of five years from completing performance and receiving final payment under this AGREEMENT. B. Examination of Records: The CITY or its designated agent shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this AGREEMENT. Such examination may be made only within five years from the date of final payment under this AGREEMENT. 4