R2002-137 AWARDING CONTRACT - Laserfiche WebLink

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clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to termination for convenience of the CITY. The rights and remedies of the CITY provided in this clause shall not be exclusive and I, are in addition to any other rights and remedies provided by law or under this contract. I 11.0 DISP TE II U S , Except as otherwise provided in this Agreement, any dispute concerning a question of fact ��, arising under this Agreement which is not disposed of by agreement shall be decided by a Protest �I Review Board comprised of the General Manager of the Decatur Public Transit System, or �'� his/her designee, the CITY Procurement Manager, and the Legal Counsel for the CITY. This I board shall reduce their decision to writing and mail or otherwise furnish a copy thereof to the �I CONTRACTOR. The decision of the Protest Review Board shall be final, unless determined by � a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly '�I erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In , connection with any appeal proceeding under this clause, the CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the CONTRACTOR shall proceed diligently with the performance of the Agreement and in accordance with the Protest Review Board's decision. All work done pursuant to this Agreement shall be controlled and governed by the laws of the State of Illinois and any actions related to the resulting services provided must be filed in a Federal court in the State of Illinois capable of hearing the case. 12.0 RECORDS The CONTRACTOR shall maintain and retain all books, records, documents and other material which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement, and shall undertake such accounting procedures and practices as may be deemed necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times of the normal business day to inspection,review, or audit by the CITY, its authorized representative(s), the Illinois State Auditor, or other governmental officials authorized by law to monitor this Agreement. 13.0 ASSIGNABILITY The terms and provisions of this Agreement shall be binding upon the CITY and the CONTRACTOR and their respective partners, successors, heirs, executors, administrators, assigns and legal representatives. The rights and obligations of the CONTRACTOR under the Agreement may not be transferred, assigned, sublet,mortgaged, pledged or otherwise disposed of or encumbered in any way. The CONTRACTOR may subcontract a portion of its obligations to other firms or parties but only after having first obtained the written approval by fhe CITY. Decatur Public Transit System Underground Tank Monitoring Upgrades 10