3.5. SR 07-21-2008 - Laserfiche WebLink

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Agreement; E. the failure of the City to comply with or perform any term, condition or obligation contained in this Agreement and to fail to cure such default within seven (7) calendar days after the Provider provides the SPPD with notice of such default. 16.3 Both the City and the Provider shall act in good faith, to provide as much advance written notice of an event of default in this Section 16, to the other party that is reasonable under the circumstances. 16.4. In the event of termination, the City will only pay Provider for those services actually, timely, and faithfully rendered up to the receipt of the notice of termination and thereafter until the date of termination. Except as otherwise provided in this Section 16.4, neither the City nor the Provider shall be entitled to the recovery of any consequential damages or attorney fees related to an event of default hereunder. 17 GOOD FAITH DISPUTE RESOLUTION The City and the Provider shall cooperate and use their best efforts to ensure that the various provisions of this Agreement are fulfilled and to undertake resolution of disputes, if any, in good faith and in an equitable and timely manner. In the event such a dispute arising out of or relating to this Agreement or breach thereof cannot be resolved exclusively among the parties, such dispute shall be referred to non-binding mediation before, and as a condition precedent to, the initiation of any legal action hereof, provided for herein. Each party agrees to participate in up to four hours of mediation. The mediator shall. be selected by the parties, or if the parties are unable to agree on a mediator then any party can request the administrator of the Ramsey County District Court Civil ADR Program and/or similar person, to select a person from its list of qualified neutrals. All. expenses related to the mediation shall be borne by each party, including without limitation, the costs of any experts or legal counsel. All applicable statutes of limitations and all defense based on the passage of time are tolled while the mediation procedures are pending, .and for a period of 30 days thereafter. 18 AMENDMENT OR CHANGES TO AGREEMENT 18.1 Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when reduced to writing and duly signed by the parties hereto, after all appropriate and necessary authority has been acquired by each such party. 18.2 .Modifications or additional schedules shall not be construed to adversely affect vested rights or causes of action which have accrued prior to the effective date of such amendment, modification, or supplement. The term "this Agreement" as used herein shall be deemed to include any future amendments, modifications, and additional schedules made in accordance herewith. 14