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City of North Olmsted, NY / xxx xxxx F 26 DD. DISPUTES; Liquidated Damages The contract between the parties consists of this Agreement and all of the Exhibits and attachments thereto, and the RFP, and all Addenda thereto including VENDOR's proposal response. In the event of any conflicts or discrepancies in the wording of any, of the terms, provisions and conditions contained in said documents, describing VENDOR's obligations and responsibilities thereunder, said conflicts or discrepancies shall be resolved by first applying the interpretation of this Agreement and its exhibits, then the mutually agreed VENDOR's planning documents that affirm the details, then the VENDOR's proposal response, and then the City's RFP. 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 this Agreement 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 VENDOR'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: l. 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 this project, VENDOR Representative and the two (2) appointees is called a Dispute Resolution Group. 2. 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) work days in an attempt to resolve the dispute. All resolutions of disputes shall be reduced in writing and signed by the CITY's Mayor 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. However, any resolution, previous resolution, or aggregation increasing the total Agreement amount by more than ten percent (10%) will require the prior City approval. 3. In the event that the Dispute Resolution Group fails to resolve the dispute, then either party may assert its other rights and remedies within this Agreement or within a court of competent jurisdiction. Prepared by Barry Strock Consulting Associates, Inc. O 2004