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. , � * . <br /> Except with respect to defaults of subcontractors, the CONTRACTOR-shall not be liable <br /> for any excess costs if the failure to perform the Agreement arises out of causes beyond <br /> the control and without the fault or negligence of the CONTRACTOR. If the failure to <br /> perform is caused by the default of a subcontractor, and if such default arises out of <br /> causes beyond the control of both the CONTRACTOR and subcontractor, and without <br /> the fault and negligence of either of them, the CONTRACTOR shall not be liable for any <br /> excess costs for failure to perform, unless the services to be furnished by the <br /> subcontractor were obtainable from other sources in sufficient time to permit the <br /> CONTRACTOR 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 CONTRACTOR for such ' <br /> services such sum as the CITY determines to be necessary to protect the CITY against <br /> loss because of outstanding liens or claims of former lien holders. I <br /> If, after notice of termination of this Agreement under the provisions of this clause, it is I, <br /> determined for any reason that the CONTRACTOR 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 /> 12.0 DISPUTES <br /> Except as otherwise provided in this Contract, any dispute concerning a question of fact arising <br /> under this Agreement which is not disposed of by agreement shall be decided by a Protest <br /> Review Board comprised of the General Manager of the Decatur Public Transit System, or <br /> his/her designee, the CITY Procurement Manager, and the Legal Counsel for the CITY. This <br /> board shall reduce their decision to writing and mail or otherwise furnish a copy thereof to the <br /> CONTRACTOR. The decision of the Protest Review Board shall be final, unless determined by <br /> a court of competent jurisdiction to have been fraudulent, ar capricious, or arbitrary, or so grossly <br /> erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In <br /> connection with any appeal proceeding under this clause, the CONTRACTOR shall be afforded <br /> an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision <br /> of a dispute hereunder, the CONTRACTOR shall proceed diligently with the performance of the <br /> Agreement and in accordance with the Protest Review Board's decision. <br /> All work done pursuant to this Agreement will be controlled and governed by the laws of the <br /> State of Illinois and any actions related to the resulting services provided must be filed in a <br /> Federal court in the State of Illinois capable of hearing the case. <br /> Decah�r Public Ti�ansit System - 13 - Contract for Post-Delive�y Audit <br />