25H - AGMT FOR METER READING AND MANAGEMENT

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caused by City. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination for Contractor's failure to perform the deliverables herein (the "breach") in accordance with the terms and conditions of this Agreement; provided breach has not been cured within thirty (30) days of Contractor's receipt of notice from the City, with such period being extended as necessary for Contractor to have a reasonable amount of time to cure, provided Contractor begins to cure such breach or violation within the 30-day period and diligently pursues completion of the same. In the event of termination by City under this section, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. FORCE MAJEURE Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations under this Agreement, if such delay or failure is caused by force majeure events beyond the reasonable control of such party, including, without limitation, natural calamity, acts of God, terrorist events, pandemic, or delays in product shipment caused by any of the preceding events, provided that the length of such delay or failure may not exceed the duration of the force majeure event. Payment obligations shall not be so excused. Each party shall notify the other in writing of any situation that may prevent performance under the terms and conditions of this Agreement within thirty (30) days of the force majeure event. 19. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 17, if either the City or Client has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the Parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, they may seek any other available relief. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction 25H-14 Page