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<br />SECTION 11. DISPUTES <br />11.1 The parties agree that a11 claims, counterclaims, disputes and other matters <br />involving the CITY and the CONTRACTOR arising out of or relating to this Agreement, <br />or the breach of it, will be first submitted to mediation if they mutually agree, and, <br />following mediation, or if they do not agree to mediation, then to a court of competent <br />jurisdiction within County of Cuyahoga, Ohio. <br />SECTTON 12. SUSPENSION OF WORK <br />12.1 The CITY may order the CONTRACTOR to suspend, delay, or interrupt <br />a11 or any part of the work for such period of time as the CITY may deternune to be <br />appropriate for the convenience of the CITY. <br />12.2 If the performance of all or any part of the CONTRACTOR'S services are <br />for an unreasonable period of time defined as sixty (60) consecutive days, suspended, <br />delayed, or interrupted by an act of the CITY, or by its failure to act within the time <br />specified this Agreement (or if no time is specified, within a reasonable time, defined as ten <br />(10) days) an appropriate extension of time sha11 be made for any such delay in the <br />performance of this Agreement necessarily caused by such unreasonable suspension, delay, <br />or interruption, and the Agreement modified in writing accordingly. <br />SECTION 13. TERMINATION OF AGREEMENT <br />13.1 It is expressly understood and agreed that the CITY and the <br />CONTRACTOR may terminate this Agreement at any time by giving 30 days written <br />notice either personally at one of the offices of the other party or sent by registered mail, <br />return receipt requested, to the principal office of the other party. <br />13.2 In the event that this Agreement is terminated by either the CITY or the <br />CONTRACTOR, the CONTRACTOR sha11 be compensated for a11 services performed to <br />the date of termination. Such compensation sha11 be based on the arrangement set forth in <br />Exhibit III, whenever possible. For those portions of services rendered to which this <br />arrangement cannot be applied, payments shall be based upon reasonable per diem rate for <br />the actual time spent on the work equal to the average rate for similar CONTRACTOR <br />Services in Cuyahoga County, Ohio. <br />g <br />