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If the Agreement is terminated in whole or in part for default, the CITY may procure, <br /> upon such terms and in such manner as the CITY may deem appropriate, services sirnilar <br /> to those so terminated. The MANUFACTLTRER shall be liable to the CITY for any <br /> excess costs for such similar services, and shall continue the performance of this <br /> Agreement to the extent not terminated under the provisions of this clause. <br /> Except with respect to defaults of subcontractors, the MANUFACTiJRER shall not be <br /> liable for any excess costs if the failure to perform the Agreement arises out of causes <br /> beyond the control and without the fault or negligence of the MANUFACTLJRER. If the <br /> failure to perform is caused by the default of a subcontractor, and if such default arises <br /> out of causes beyond the control of both the MANUFACTURER and subcontractor, and <br /> without the fault and negligence of either of them, the MANUFACTLJRER shall not be <br /> liable for any excess costs for failure to perform, unless the services to be furnished by <br /> the subcontractor were obtainable from other sources in sufficient time to permit the <br /> MANUFACTLJRER to meet the required delivery schedule. <br /> Payment for services rendered and accepted by the CITY shall be at the Agreement price. <br /> The CITY may withhold from amounts otherwise due the MANUFACTURER for such <br /> services such sum as the CITY determines to be necessary to protect the CTI'Y against <br /> loss because of outstanding liens or claims of former lien holders. <br /> If, after notice of termination of this Agreement under the provisions of this clause, it is <br /> determined for any reason that the MANUFACTLJRER was not in default under the <br /> provisions of this clause, or that the default was excusable under the provisions of this <br /> clause, the rights and obligations of the parties shall be the same as if the notice of <br /> termination had been issued pursuant to termination for convenience of the CITY. <br /> The rights and remedies of the CITY provided in this clause shall not be exclusive and <br /> are in addition to any other rights and remedies provided by law or under this contract. <br /> 11. DISPUTES <br /> Except as otherwise provided in this Agreement, any claims, disputes or other matters <br /> concerning a question of fact arising under this Agreement, or breach thereof, which is not <br /> disposed of by mutual agreement shall be decided by arbitration. Demand for arbitration shall be <br /> filed in writing with the other party to this Agreement within a reasonable time after the claim, <br /> dispute or question has arisen. Demand for arbitration must be filed before the date when <br /> institution of legal or equitable proceedings based on such claim, dispute or question would be <br /> barred by the applicable statutes of limitations. Arbitration shall be before a panel of three <br /> persons selected by the mutual consent of the two parties to this Agreement. <br /> No arbitration relating to this Agreement shall include any party who is not a party to this <br /> Agreement, except by written approval of the CITY and the MANUFACTURER. <br /> The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in <br /> accordance with applicable law in any court having jurisdiction thereof. Pending final decision <br /> of a court, the CITY and MANUFACTURER shall proceed diligently with the performance of <br /> the Agreement and in accordance with the arbitrator's decision. <br /> Decatur Public Transit System 9 Tire Lease Agreement <br />