2013-12-11 Set Agenda & Handouts

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unless separately defined within a Task Order, or as may otherwise be agreed by both parties. 3.7 Third -Party Authorizations. Provider shall execute any third -party authorizations necessary to grant the Recipient the use and benefit of any third -party contracts, to the limits allowed by the contracts. 3.8 Licenses to Proprietary Software. Provider shall negotiate to allow the Recipient (after receiving written approval from the Provider) to use, copy, and modify, applications and programs developed by the Provider that would be needed in order to allow the Recipient to continue to perform for itself, unless otherwise prohibited by the software's licensing agreement. 3.9 Delivery of Documentation. Provider shall make reasonable efforts to deliver to the Recipient or its designee, at the Recipient's request, all available documentation and data related to the Recipient, including the Recipient Data held by Provider. Costs incurred will be borne by Recipient. SECTION 4 - COORDINATION AND COMMUNICATION 4.1 The Management Committee, composed of a designated representative for Centerville and Roseville shall provide oversight and administer this agreement. Designated representatives are considered authorized representatives of their respective management and shall be empowered with authorities granted to the Management Committee under this Agreement. 4.2 The Management Committee shall meet quarterly (or as otherwise mutually agreed) to review the performance with regard to material aspects, risk management, as well as the effectiveness and value of the Services and Task Order provided between the Provider and the Recipient. 4.3 Agreement Review. The Management Committee will meet annually, to formally review and, to the extent mutually agreed upon by the Parties, update the terms, pricing, conditions and other details of this Agreement and any Task Order so that the on -going business requirements of both Parties are met. SECTION 5 - DISPUTE RESOLUTION 5.1 In the event of a dispute between Centerville and Roseville regarding the delivery of Services under this Agreement or any related Task Order, the Management Committee shall review disputes and recommend options for resolution to the involved personnel. 5.2 Any dispute not resolved by the Management Committee shall be referred to the Centerville City Manager and the Roseville City Manager (collectively "City Managers "), or their designated representatives, who shall review the dispute and options for resolution. The resolution of the City Managers regarding the dispute shall be final as between the parties and shall be reduced to writing as an addendum to this Agreement.