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15. AUDIT AND INSPECTION OF RECORDS--Bridgestone shall permit the authorized <br /> representatives of the City, the State of Illinois, the Federal Transit Administration <br /> and the U.S. Comptroller General, at any reasonable time during business hours, to <br /> inspect and audit all non-proprietary data and records of Bridgestone relating to its <br /> performance under the Agreement, and to copy or reproduce by any means <br /> whatsoever non-proprietary excerpts and transcriptions as reasonably needed. <br /> Bridgestone agrees to maintain all books, records, accounts and reports required <br /> under this Agreement for a period of not less than three (3) years after the date of <br /> termination or expiration of this Agreement, except in the event of litigation or <br /> settlement of claims arising from the performance of this Agreement, in which case <br /> Bridgestone agrees to maintain same until all interested parties have disposed of all <br /> such litigation, appeals, claims or exceptions related thereto. [Reference 49 C.F.R. <br /> §18.39(1)(11).] <br /> 16. SEVERABILITY--Should any provision or portion of this Agreement be declared to be <br /> unconstitutional, invalid, or beyond the authority of either party to enter into or carry <br /> out, under any applicable statute or rule of law, such provision or portion shall be <br /> deemed stricken, and such decision shall not affect the validity of the remainder of <br /> this Agreement, which shall continue in full force and effect. <br /> 17. VENUE AND JURISDICTION--Subject to Federal Law requirements found in <br /> Attachment II hereof, all work done pursuant to this Agreement shall be governed, <br /> construed, interpreted and controlled by the laws of the State of Illinois, and any <br /> actions related to this Agreement must be filed in a Federal court in the State of <br /> Illinois capable of hearing the case. <br /> 18. FAILURE TO ENFORCE—The failure of either party to this Agreement to enforce at <br /> any time any of the provisions of this Agreement shall not be construed to be a <br /> waiver of such provisions or to affect the validity of this Agreement, or the right of <br /> either party to enforce each and every provision hereof <br /> 19. TERMINATION BY THE CITY <br /> A. The City may terminate this Agreement, in whole or in part, at any time by <br /> written notice to Bridgestone when it is in the City's best interest. If this <br /> Agreement is terminated, the City shall be liable only for payment under the <br /> payment provisions of this Agreement for services rendered before the <br /> effective date of termination, including the remaining value of tread on leased <br /> tires mounted on buses and in spare stock. <br /> B. If Bridgestone fails to perform in the manner called for in the Agreement, or if <br /> Bridgestone fails to comply with any other material provision of the <br /> Agreement, the City may terminate this Agreement for default. Termination <br /> shall be effected by serving a notice of termination on Bridgestone setting <br /> forth the manner in which Bridgestone is in default. Bridgestone shall only be <br /> paid the contract price for services performed in accordance with the manner <br /> of performance set forth in the Agreement, including the remaining value of <br /> tread on leased tires mounted on buses and in spare stock. If it is later <br /> determined by the City that Bridgestone had an excusable reason for not <br /> performing, such as a strike, fire, or flood, events which are not the fault of or <br /> are beyond the control of Bridgestone, the City, after setting up a new <br /> performance schedule, may allow Bridgestone to continue work, or it may <br /> treat the termination as a termination for convenience. <br /> Bridgestone- July 1,2014 Page 7 <br />