Reso 2002-431 - Laserfiche WebLink

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8 ; ~ < SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXIllBIT"'B" GENERAL TERMS AND CONDITIONS AGREEMENT with or without cause at any time for convenience upon thirty (30) calendar days prior written notice to the CITY. The performance of work under this AGREEMENT may be terminated by the DISTRICT in accordance with this clause in whole, or from time to time in part, whenever the DISTRICT shall determine that such termination is in the best interest of the DISTRICT. Any such termination shall be effected by delivery to the CITY 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 for convenience, the DISTRICT shall compensate the CITY for all authorized and accepted deliverables completed . through the date of termination in accordance with Exhibit "C", Statement of Work. The DISTRICT shall be relieved of any and all future obligations hereunder, including but not limited to lost profits and consequential damages, under this AGREEMENT. The DISTRICT may withhold all payments to the CITY for such work until such time as the DISTRICT determines the exact amount due to the CITY. 6.3 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. 6.4 In the event a dispute arises which the project managers cannot resolve between themselves, C the parties shall have the option to submit to non-binding mediation. The mediator or mediators shall be impartial, shall be selected 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. 6.5 The DISTRICT may order that all or part of the work stop if circumstances dictate that this action is in the DISTRICT's best interest. Such circumstances may include, but are not limited to, unexpected technical developments, direction given by the DISTRICT's Governing Board, a condition of immediate danger to DISTRICT employees, or the possibility of damage to equipment or property. This provision shall not shift responsibility for loss or damage, including but not limited to, lost profits or consequential damages sustained as a result of such delay, from the CITY to the DISTRICT. If this provision is invoked, the DISTRICT shall notify the CITY in writing to stop work as of a certain date and specify the reasons for the action, which shall not be arbitrary or capricious. The CITY shall then be obligated to suspend all work efforts as of the effective date of the notice and until further written direction from the DISTRICT is received. Upon reswnption of work, if deemed appropriate by the DISTRICT, the DISTRICT shall initiate an amendment to this AGREEMENT to reflect any changes to Exhibit "C", Statement of Work andlor the project schedule. 6.6 The DISTRICT anticipates a total project cost as indicated on Page 1, with the balance of matching funds andlor in-kind services to be obtained from the CITY in the amount as specified on Page 1 of this AGREEMENT. In the event such CITY matching funding andlor in-kind services becomes unavailable, that shall be good and sufficient cause for the DISTRICT to terminate the AGREEMENT pursuant to Paragraph 6.2 above. ARTICLE 7 - RECORDS RETENTIONI OWNERSHIP 7.1 The CITY shall maintain records and the DISTRICT shaH have inspection and audit rights as follows: ;;, ::: ::1\.' Maintenance of Records: The CITY 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 fec~i~ing final payment under this AGREEMENT. ,,; B. Examination of Records: The DISTRICT or ItS designated agent shall have the right to examine hi. accordance with generally accepted governmental auditing standards all records directly or indirectly Page 3 of 8, Exhibit "B" Contract File:\City.doc 02/12/02 ..1 '~" ~