2005 AGN NOV 01 I12 - Laserfiche WebLink

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warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required the work required by this Agreement, except approval of City. Subcontracts, if any, shall provisions stipulated in this Agreement. 3.7 City's Responsibilities. . Consultant shall not subcontract any portion of as expressly stated herein, without prior written contain a provision making them subject to all City shall provide Consultant with access to the information, equipment and facilities that are reasonably required by Consultant in performing the Services, including without limitation reasonable and necessary on-line access, working space and office support as Consultant may reasonably request. 3.8 Project Management. (a) Project Managers. Customer and SPL each will designate one person to act as that party's initial "Project Manager" who will be responsible for day-to-day communications between the parties. If the Project Managers disagree on any issue and cannot resolve it within 10 days, they will escalate the issue to senior managers. If an issue remains unresolved after consideration by such senior managers, either party may escalate it to non-binding mediation for resolution. (b) Mediation. Any mediation will be conducted under the auspices of the Judicial Arbitration and Mediation Services/Endispute ("JAMS") in Colton, California, or such other location serviced by JAMS which is mutually acceptable to the parties, in accordance with JAMS commercial rules of mediation. The parties shall request a mediator with at least ten years experience in the software industry and who has knowledge and experience in the software industry sufficient to comprehend the technical and economic issues raised and shall share in the mediation costs equally. With the exception of interim equitable relief, neither party will institute legal proceedings regarding a dispute until it has exercised good faith reasonable efforts to achieve resolution through the foregoing escalation of disputes from Project Managers to the Executive Steering Committee to mediation (the "Dispute Resolution Process"). (c) Changes. If either party proposes a change to an SOW, the other party will reasonably and in good faith consider and discuss with the other party the proposed change. Consultant agrees to accept any change proposed by the City which is documented in writing using the Change Control Form at Exhibit B to this Agreement, where the City agrees to bear any extra expense and pay (at Consultant's then current time and expense rates) for any additional work required by the change, provided that the additional work does not materially change the economics of Consultant's performance or substantially extend the schedule. If RVPUB\NGS\529334 12