Reso 2014-2188 - Laserfiche WebLink

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- EDMUNDS & ASSOCIATES Simple. . Solutions. DISPUTES Should any disputes arise with respect to this contract, VENDOR and the CITY agree to act immediately to resolve any such disputes. VENDOR agrees that the existence of a dispute notwithstanding, it will continue without delay to carry out all its responsibilities under the Contract in the accomplishment of all non - disputed work; any additional costs incurred by VENDOR as a result of such failure to proceed shall be borne by VENDOR, and VENDOR shall make no claim against the CITY for such costs. If VENDOR and the CITY, via the designated representative and VFNDOR's Representative, cannot resolve a dispute within thirty (30) calendar days following notification in writing by either party of the existence of said dispute, then the following procedure shall apply: Each party shall appoint one person to act as impartial representative in an attempt to resolve the dispute. The appointed individuals shall be of sufficient knowledge and experience to understand and deal with the dispute but shall not be persons assigned to the Project. The set of four (4) individuals consisting of the CITY Project Manager for the Project, VENDOR Representative and the two (2) appointees is called a Dispute Resolution Group. The Dispute Resolution Group shall convene no later than fourteen (14) calendar days following written notification of the existence of a dispute and shall meet for a minimum of four (4) four -hour sessions during the subsequent ten (10) workdays in an attempt to resolve the dispute. All resolutions of disputes shall be reduced in writing and signed by the CITY's authorized agent or his designee (CITY Project Manager) and VENDOR Representative. Such resolutions shall constitute modifications to the Agreement and further shall constitute binding agreement between parties after approval by the City Council of the City of Eustis. However, any resolution, previous resolution, or aggregation increasing the total Agreement amount by more than ten percent (10 %) will require the prior CITY approval. In the event that the Dispute Resolution Group fails to resolve the dispute, at the CITY's sole and exclusive option, any dispute arising between the parties may be submitted to mediation as the client elects. If the dispute resolution group fails to come to consensus, and there is no mutual agreement, then either party may assert its other rights and remedies within the Contract or within a court of competent jurisdiction. CITY can withhold in an escrow account any fees due VENDOR as a guarantee to resolve said disputes. During this period, VENDOR cannot withhold support, maintenance or hot line support. LIQUIDATED DAMAGES If VENDOR is wholly and solely fails to implement the application software modules by the target dates set forth the Final Exhibits hereto, VENDOR shall pay to CITY a liquidated damage amount equal to $ 300 per day for each day past the day the installation is delayed, provided that any such liquidated damages shall be capped at a total equal to 25% of the License Fee for the module for which installation is delayed. Provided further, that this provision limits CITY'S damages against vendor for default other than delay to the amount of the MCSJ application software license and first year's implementation costs. PERMITS AND LICENSES VENDOR shall secure and take out all necessary licenses, certificates and permits from any municipality or other public authority, which may be required in connection with the work contemplated by the Contract, or any part thereof, and shall give all notices required by any statute, law, ordinance, rule or regulation. CITY shall notify VENDOR of any known requirements. 15