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2013_1209_packet
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disentanglement is completed. Each party shall bear its cost of disentanglement, <br />unless separately defined within a Task Order, or as may otherwise be agreed by <br />both parties. <br />3.7 Third -Party Authorizations. Provider shall execute any third -party <br />authorizations necessary to grant the Recipient the use and benefit of any third -party <br />contracts, to the limits allowed by the contracts. <br />3.8 Licenses to Proprietary Software. Provider shall negotiate to allow the <br />Recipient (after receiving written approval from the Provider) to use, copy, and <br />modify, applications and programs developed by the Provider that would be needed <br />in order to allow the Recipient to continue to perform for itself, unless otherwise <br />prohibited by the software's licensing agreement. <br />3.9 Delivery of Documentation. Provider shall make reasonable efforts to deliver <br />to the Recipient or its designee, at the Recipient's request, all available <br />documentation and data related to the Recipient, including the Recipient Data held <br />by Provider. Costs incurred will be borne by Recipient. <br />SECTION 4 - COORDINATION AND COMMUNICATION <br />4.1 The Management Committee, composed of a designated representative for <br />Blaine and Roseville shall provide oversight and administer this agreement. <br />Designated representatives are considered authorized representatives of their <br />respective management and shall be empowered with authorities granted to the <br />Management Committee under this Agreement. <br />4.2 The Management Committee shall meet quarterly (or as otherwise mutually <br />agreed) to review the performance with regard to material aspects, risk management, <br />as well as the effectiveness and value of the Services and Task Order provided <br />between the Provider and the Recipient. <br />4.3 Agreement Review. The Management Committee will meet annually, to <br />formally review and, to the extent mutually agreed upon by the Parties, update the <br />terms, pricing, conditions and other details of this Agreement and any Task Order so <br />that the on -going business requirements of both Parties are met. <br />SECTION 5 - DISPUTE RESOLUTION <br />5.1 In the event of a dispute between Blaine and Roseville regarding the <br />delivery of Services under this Agreement or any related Task Order, the <br />Management Committee shall review disputes and recommend options for <br />resolution to the involved personnel. <br />5.2 Any dispute not resolved by the Management Committee shall be referred to <br />the Blaine City Manager and the Roseville City Manager (collectively "City <br />Managers "), or their designated representatives, who shall review the dispute and <br />options for resolution. The resolution of the City Managers regarding the dispute shall <br />be final as between the parties and shall be reduced to writing as an addendum to this <br />Agreement. <br />
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