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In the event: that the parties are unable to ,agree upon 4 mutually satisfactorily resolution to the disagreement, dispute or claim, the parties agree to submit -to binding arbitratoon in Ramsey. County, . Minnesota pursuant to the provisions set forth in the Arbitration provision. Either party may not .the other party, in writing, of the. existence of a disagreement; dispute or claim, stating the. nature of such disagreement,dispute or claim, with specificity. On the date.ofreceipt of such notice; the -City and Company .shall.each advise the other. 0-the. identity of -axotesentative who will be able to meet as soon as reasonably possible (not later than 9:+00 a.rrl. on the .next business day) for-the:sole purpose of selecting a mutuallyagreeable third person to participate in the resolution of the disagreement dispute or claim. The party initiating the notice pursuant to subparagraph (a).abovo, shall make arrangements for location ofsuch:meeting. As soon as reasonably possible following the identification of the third parry -(riot later than the next business day), a meeting involving the representatives of -both the City. and Company. And the. third party shall be held at a time *4nd place designated by such third party; at such rriedtitig the identified. disagreement, dispute -or claim, shall be consiriered:ond decided by a simple majorkwvote. in the event that(i) the pardes are unable. -to agree upon and select a third party to participate .in the resolution process,:Or (ii) either party refuses -to -accept the decision referenced in subparagraph (c), the. sole remedy hereunder shall be termination ofthe contract: The following general incident escalation procedure provides a general guide for managing, such communications as -efficiently as possible. 1. Simple complaints and .incidents may be handled with verbal communications only (e.g. phone calls). .2.. Significant complaints and incidents, as determined by the City at the City's sole discretion, must be recorded via at least email and. togged. A proposed cure agreed up6h by the City and Company and .response timeline shall be discussed.. 1 Tf a problem is. not cured within the proposed timeline; a second.einail shout bf:. used to communicate anew timeline. Proposed alternative cures shall be agreed upon by both the City and Company. 4. if a problem is still not cured within the new timeline of a second email, ,the City may send a letter indicating a new cure timeline and warning that liquidated damages .itiay be imposed ifthe problem is not resolved. 5. If:a problem is still not cured within the new timeline of the letter, the City will send a letter and email notifying the Company that liquidated..damages will. be imposed.. 6. If fhe City determines, at the City's sole discretion, a problem remains chronic and uncured, the City may elect -:to initiate Contract breach procedures to notify the Company's of the Contract termination process. 20. Arbitration. It is agreed that any dj6prences, dispute or cla[m.which arises under and pursuant to this Agreement or. as. to>the performancc-thereof by tIj parties hereto that cannot be mutually resolved as called. for. under. the "Dispute Resolutibn' S.eetion. above shall be:stibmitted for binding arbitration t6 the board bf arbitrators eonsisting ofthree-(3} persdns, one selected by:theparty:orparties commonly interested in one side of the dispute, one by the party or.parties commonly interested fmthe other side ofthe dispute, and a third person. mutually selected and agreed .upon by the first two. Any party may notify all other parties. in wriiting, served by U.S. Mail,: certified or.registered, postage prepaid, of:.9,dispute, stating the nature ofthe.claim -or dispute and the name and address of selected arbitrator.'The other parties shall serve notice of his or -their selected arbitrator and opposition or other interest., in the claim or dispute: The two arbitrators shall select -a third disintereated arbitrator within fifieeri (.15) days -after the. response .notice stated above. If the Ngeb of 13 •Ver "0 07.7,1 Muni Classified as Confidential -External