93-016 Ordinance - Laserfiche WebLink

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drd partl'es without the written consen?, both Client and ?alcolm Pirnie. / 7.7 Independent Contractor. Malcolm Pirnie represents that it is an independent contractor and is not an employee of Client. 7.8 Disputes. If a dispute or complaint [Dispute] arises concerning this Agreement, Client and Malcolm Pirnie will negotiate a resolution of the Dispute. Should negotiation be unsuccessful, mediation of the Dispute by a third party shall follow. Any time which elapses in attempting to resolve the Dispute through either or both negotiation or mediation shall extend day-for-day any applicable statute(s) of repose or limitation of actions. 7.8.1 Negotiation. Following written notice of a Dispute, a minimum of three face-taface meetings (or less if the Dispute is resolved) shall be held. 7.8.2 Mediation. If negotiation is unsuccessful, a mutual- ly acceptable third party [Facilitator] having exper- tise in the subject of the Dispute shall be engaged to mediate the Dispute. The fee and expenses of the Facilitator shall be shared equally by the pazties to the Dispute. The parties may present evidence and arguments to the Facilitator. Unless the Facili- tator and the parties agree otherwise, a minimum of three face-to-face meetings shall be held within the sixty day period beginning on the date of the Facili- tator's engagement. Following the third meeting, or earlier if appropri- ate, the Facilitator shall report to the parties wheth- er he believes the Dispute is resolvable through mediation. At that point the parties shall elect (a) to contiaue mediation, (b) replace the Facilitator and continue mediation, or (c) end mediation. If the mediation is ended, the parties may adjudicate or arbitrate the Dispute. 7.8.4 Adjudication. The laws of the State shall control both the action and the substantive issues unless required by law to be filed in a federal distrid court. Disputes whose total value [exclusive of interest] exceeds $200,000 may not be arbitrated but may be litigated. 7.85 Arbitration. If the parties eled to submit the Dispute to arbitration, (a) the arbitration shall be decided in accordance with the current Construction Industry Arbitradon Rules of the American Arbitra- tion Association; (b) the demand for azbitradon may not be made after the date when institution of legal or equitable proceedings to resolve the Dis- pute would be barred by the applicable statute of limitations; and (c) the arbitration proceeding may not incl4,..., by consolidation or otherwise, any person other than the Client or Malcolm Pirnie. Any decision rendered by the azbitrators shall be final. Judgment may be entered upon the decision in any court having jurisdiction. The decision shall not be subject to modi5cation or appeal except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act (9 U.S.C. 10, il). 7.9 NoNces. Written notices may be delivered ia person or by certified mail, by facsimile, or by cowier. All notices shall be effective upon the date of receipt by the party. Notices shall be delivered or sent to the designated repre- sentative of the other party at the address given on the last page of this Agreement. An address may only be changed by written notice. 7.10 AppIIcable Law. If applicable to this Agreement, Malcolm Pirnie will comply with the requirements of: 7.10.1 the Equal Employment Opportunity clause in Section 202 of Executive Order 11246, as amended, 7.102 Utilization of Small and Disadvantaged Business Concerns (Public Law 95-507), and 7.103 all other federal, state and local laws and regula- tions or orders issued under such laws. 7.11 Entlre Agreemenk This Agreement, including any schedules, attachments and referenced documents, is the entire agreement between the Client and Malcolm Pirnie. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly stated herein are of no force and effed. Any changes to this Agreement shall be in writing and signed by the Client and Malcolm Pirnie. 7.12 Waivers and Severabiltty. A waiver or breach of any term, condition, or covenant by a party shall not constitute a waiver or breach of any other term, condition or covenant. If any court of competent jurisdiction declares a provision of this Agreement invalid, illegal, or othervvise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. 7.13 EtTective Date. Unless stated otherwise in Schedule A, this Agreement is effective on the date shown on the cover page. Nooss.c/ap 19oa-oa+