Discussion and Consideration of Partnering with DocuPet as the City of Tiffin’s Pet Licensing Vendor – Motion to Approve — K-5

2. Any breach of any representation, warranty or covenant of DocuPet set out in this Agreement; and 3. To the degree to which any losses or allegations relate to actions or omissions of DocuPet which are proven in a court having jurisdiction over such matters. c. Indemnity By the Organization i. The Organization will indemnify, defend and hold harmless DocuPet, its officers, directors, employees, agents, representatives, successors, and assigns, from any and all Losses arising from any of the following: 1. Any third-party claim resulting from the wrongful or negligent acts or omissions of the Organization, its representatives, contractors or agents; and 2. Any breach of any representation, warranty or covenant of the Organization set out in this Agreement; and 3. To the degree to which any losses or allegations relate to actions or omissions of the Organization which are proven in a court having jurisdiction over such matters. 12. DISPUTE RESOLUTION a. Any dispute between the Parties arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement and with respect to the performance by DocuPet or the Organization, shall be resolved as provided in this Section 12. Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their dispute informally, as follows: i. Upon the written request of a Party, each Party shall appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. During the course of discussion, all reasonable requests made by one Party to another for non-privileged information, reasonably related to this Agreement, shall be honored in order that each of the Parties may be fully advised of the other’s position. The specific format for the discussions shall be left to the discretion of the designated representatives. b. Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: 20