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When a tire is not available for inspection to apply the above calculation(s) whether
<br /> lost, stolen or otherwise missing, or destroyed by fire, or involved in an accident,
<br /> reimbursement shall not be in excess of fifty percent (50%) of the current value of a
<br /> similar tire, unless Bridgestone or the City can provide an auditable accounting of the
<br /> tire's accurate mileage just prior to the loss.
<br /> The foregoing notwithstanding, the City may upon thirty (30) days written notice via
<br /> CERTIFIED MAIL prior to the expiration date of this Agreement, and all addenda, elect
<br /> to continue using ("run out") all the tires in the City's possession at the rate or rates in
<br /> effect during the period prior to termination until permanently removed from service,
<br /> but in no event shall such period exceed thirty-six (36) months after the normal
<br /> termination date of this Agreement.
<br /> During said thirty-six (36) month run out period, the City shall, to the extent
<br /> practicable, continuously use such tires on its highest mileage runs until they are
<br /> rendered permanently unfit for service. During said run out period all terms and
<br /> conditions of this Agreement shall continue in effect; provided, however, that
<br /> Bridgestone shall not be obligated to furnish any equipment, supplies, or service to the
<br /> City or to furnish replacement tires for those tires removed from service.
<br /> At the expiration of said run out period, the City shall pay for remaining original tread
<br /> tires and for tubes at the price and in the manner set forth above. Any payment for
<br /> tires and tubes required to be purchased by the City under this Paragraph 11 or any
<br /> other provision of this Agreement shall be made within thirty (30) days after date of
<br /> invoice covering purchase thereof. The City shall acquire each such used tire as is, and
<br /> Bridgestone makes no warranties as to the condition or fitness for continued use of
<br /> such tires.
<br /> 12. TITLE--The title to, and ownership of, all tires, and equipment, if any, furnished under
<br /> this Agreement shall remain with Bridgestone until the City, if required to do so
<br /> hereunder, has made complete payment therefore. The City agrees to assume the
<br /> responsibility for the safekeeping of all such tires and any such equipment, and to
<br /> reimburse Bridgestone for any loss resulting from the City's failure to keep such tires
<br /> and equipment safe.
<br /> 13. ASSIGNMENT--Neither party shall sell, transfer, sublease, assign or otherwise
<br /> dispose of or encumber in any way any of its rights or interests under this
<br /> Agreement, in whole or in part, to any other person, corporation, partnership or
<br /> authority, without the prior written consent of the other party, which consent shall
<br /> not be unreasonably withheld. In the event of any such sale, transfer, sublease,
<br /> assignment, etc. with the other party's consent, Bridgestone and the City and their
<br /> respective partners, successors, heirs, executors, administrators, assigns and legal
<br /> representatives shall remain fully bound by the terms and provisions of this
<br /> Agreement.
<br /> 14. LIABILITY LIMITATION--Notwithstanding any other provision of this Contract to the
<br /> contrary, neither Bridgestone nor the City shall be liable to the other party under any
<br /> circumstances for lost profits or incidental, punitive, exemplary, special, indirect or
<br /> consequential damages arising under, relating to, or in any way connected with this
<br /> Agreement whether or not any such damage was foreseeable by Bridgestone or the
<br /> City.
<br /> Bridgestone- July 1,2014 Page 6
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