Agenda - 12-05-2005-5l - Laserfiche WebLink

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~~ (a) No party will be liable or responsible to the other party for any delay, damage, loss, failure, or inability to perform caused by "Force Majeure" if notice is provided to the other party within Yen (10) days of date on which such party gains actual knowledge of the event of "Force Majeure" that such party is unable to perform. The term "Force Majeure" as used in this Agreement means the following: an act of God, strike, war, public rioting, lightning, fire, storm, flood, inability to obtain materials or supplies due to a Force Majeure, epidemics, landslides, earthquakes, civil disturbances, breakage or accident to machinery or lines of equipment, temporary failure of equipment, freezing of equipment, terrorist acts, and any other cause whether of the kinds specifically enumerated above or otherwise which is not reasonably within the control of the party whose performance is to be excused and which by the exercise of due diligence could not be reasonably prevented or overcome. (b) Neither party hereto shall be under any obligation to supply any service or services if and to the extent and during any period that the supplying of any such service or services or the provision of any component necessary therefor shall be specifically prohibited or rationed by any Law. (c) Except as otherwise expressly provided in this Agreement, no abatement, diminution or reduction of the payments payable to RFP shall be claimed by the County or charged against RFP, nor shall RFP be entitled to additional payments beyond those provided for in this Agreement for any inconvenience, interruption, cessation, or loss of business or other loss caused, directly or indirectly, by any present or future Laws, or by Force Majeure,. (d) Lr the event of damage to or destruction of the Facility by reason of fire, storm or other casualty or occurrence of any nature or any regulatory action or requirements that, in either case, is expected to render the Facility materially unusable, notwithstanding the County's reasonable efforts to remedy such situation, for a period estimated by an Architect selected by the County at the request of RFP of at least one hundred eighty (180) days from the happening of the fire, other casualty or any other such event, either party may terminate this Agreement upon written notice to the other. In the event that the Facility becomes either wholly or partially unusable as a result of any of the foregoing, appropriate pro rata adjustments to the Benchmark shall be made. (e) RFP may suspend performance required under this Agreement, without any further liability, in the event of any Force Majeure, which act or occurrence is of such effect and duration as to effectively curtail the use of the Facility so as to effect a substantial reduction in the need for the services provided by RFP for a period in excess of ninety (90) days; provided, however, that for the purposes of this subsection, RFP shall have the right to suspend performance retroactively effective as of the date of the use of the Facility was effectively curtailed. "Substantial reduction in the need for these services provided by RFP" shall mean such a reduction as shall make the provision of any services by I2FP economically impractical. No payments of the management fees otherwise due and payable to RFP shall be made by the County during the period of suspension.. In lieu thereof, the County and I2FP may agree to a reduced management fee payment for the period of reduction in services required.. 30