City Council Agenda and Packet 1998 12 15

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1~/14/9b lJ;~~ rAA ~U~..i.I~. J.JV~4..ULl\. I",..U....... ~... ..'1t....... ........'"-,........ .,. . . 2'. The City and Cotmty,respectively, reserve the right to terminate this Agreement for cause, inc::luding, by way of example only, any violation of any of the terms, conditions or covenants contained herein by the other party, a judicial determination declllring this Agreement invalid, or in the event the City's and/or county's budget, appropriations, or other administrative procedures are altered in such a way to prohibit the continued execution of the terms and conditions of this Agreement. Ternti,nation for cause shall be effec~ive upon the giving of thirty (30) days prior written notice of such termination to the other party stating t~e reasona therefor. 3. Bither party, without cause, may terminate this Agreement upon ~he giving of sixty (60) days prior written notice of such termination to the other respective party. An addit,ional period of sixty (60) days after termination shall be a~lowed for final ~LCCOunting between the' parties. 4. ~ the event ene County is dissatisfied with the City'S performance of its duties pursuant toth1s Agreement ,and such dissatisfaction cannot be resolved between the COUIl,ty and the City, and/or if the City breaches any of the terms and conditions of 'this: Agreement on its part, the County's sole remedy is to terminate this Agreement las herein provided. Liltewise, if the county breaches any of the terms and conditi.ons'of this Agreement on its party, the City's sole remedy is to terminate this Agreement as herein provided. G. MISCELLANEOUS. 1. . The parties here:to agree that all of the applicable provisions of the City of Louisville Sales and Use Tax Ordinance relating to the collection. adm:l.nistration and enfoJ:'ce~ieIlt of the City's sales tax shall be construed to apply in the collection, administration and enforcement of the subject County use taxes by the City. Notwithstanding the foregoing, in the event a provision of the City of Louisville SSLle!!1 and Use Tax Ordinance conflicts with a provision of County Resolutions Nos. 93..1.74 and 94-162, and/or state statute, the Board's Resolutions and/or state ,statute shall control, and such Resolutions and/or state statute shall be given priority over any of the provisions of the City of Louisville Sales and Use Tax Ordinance. 2. As provided above, this Agreement is terminable upon notice at any time. The Parties agree that they will each review the performance of this agreement on an annual ba!:lis, and if either Party desires to terminate the Agreement for the succeeding calendar year, it will give notice as set forth above. Failure to hold formal proceedings for review of the performance of the Agreement shall not affe:ct its continued validity. 3. This Agreement does not and shall not be deemed to confer upon or grant to any third part'y any right to claim damages or to bring any lawsuit, action or other proceeding against either the City or the County because of any breach hereof or because 0: any terms, covenants, agreements or conditions contained herein. 4. The County IJr its designated representative shall have the right, upon reasonable request and during normal business hours, to inspect and audit the City's records, repor'ts and associated materials regarding the City's performance of this Agreemel:lt. The City further agrees to maintain such records, reports and associated mate~rials for a period of three (3) years from the date of termination of this Agrl~ement. 5. Each party sha:Ll take all reasonably necessary steps to facilitate the performance of this ,Agreement, including, if deemed warranted, the amendment of the City of Louisville Sales and Use Tax Ordinance to conform with the terms and conditions ,set forth hlerein. 5