Agmt03 San Mateo Co et al - Laserfiche WebLink

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4. Term and Termination. This Agreement shall remain in full force for ten (10) years from the date it is fully executed, and any or all parties' participation may only be terminated by written agreement of all parties, or as otherwise set forth herein. Parties acknowledge that after expiration of the ten (10) year term, the City and the School District may enter into a new agreement and the County may not be party to that new agreement. The only other instances in which one party may terminate this Agreement are: a. Pursuant to the "default" provision of this Agreement; or b. If, after reviewing the initial bids, anyone of the parties determines that participation is impractical. If a dispute arises out of or related to this Agreement, or the breach thereof, the parties shall endeavor to settle the dispute through direct discussions. If the dispute cannot be settled through discussions, the parties agree to first try, in good faith, to resolve the dispute by mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding. Notwithstanding any other provision of this Agreement to the contrary, any failure by County, City or District to perform any duty or obligation set forth in this Agreement, shall not be deemed a breach of or default in the performance of this Agreement if such failure to perform is caused by fire, earthquake, flood, hurricane, the elements, acts of God or the public enemy; actions, restrictions, limitations or interference of other governmental authorities or their agents; enforcement of applicable provisions of federal, state or local law; war; invasion; insurrection; rebellion; riots; strikes or lockouts; or inability to perform which is beyond the reasonable control of county, City or District. Default a. In the event of default by any party, any other party shall give written notice to the defaulting party of the default. The defaulting party shall have ninety (90) days from the day of written notice to cure the default, provided, that if the default cannot reasonably be cured within ninety (90) days, the defaulting party may commence to cure the default within said ninety (90) day period and shall diligently pursue all necessary and appropriate action to cure the default within a reasonable time thereafter. b. The parties' respective remedies hereunder in the event of default shall be cumulative and in addition to all other rights and remedies which may accrue under this Agreement. 5. Availability of Funds. The parties may terminate this Agreement or a portion of the services referenced in the Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to the other parties as soon as is reasonably possible after they learn of said unavailability of outside funding, provided however, this Agreement may survive should the other two parties desire its continuation. Page 4 of 25 9/29/20039:35 AM