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SECTION 7. DISPUTES <br />7.1 Except as this agreement otherwise provides, all claims, counterclaims, <br />disputes and other matters in question between the CITY and the CONTRACTOR out of <br />or relating to this Agreement or the breach of it will be decided by mediation if the parties <br />hereto mutually agree, or in a court of competent jurisdiction within the State of Ohio, <br />County of Cuyahoga. <br />SECTION 8. SUSPENSION OF SERVICES <br />8.1 The CITY may order the CONTRACTOR to suspend, delay, or interrupt all <br />or any part of the SERVICES for such period of time as the CITY may determine to be <br />appropriate for the convenience of the CITY. <br />82 If the performance of all or any part of CONTRACTOR's SERVICES are <br />for an unreasonable period of time suspended, delayed, or interrupted by an act of the CITY, <br />or by the CITY's failure to act within a time period specified this Agreement (or if no time <br />is specified, within a reasonable time) an appropriate extension of time for the performance <br />of the SERVICES necessary as a result of such suspension, delay, or interruption, shall be <br />permitted by the CITY and the Ageement shall be modified in writing accordingly. <br />SECTION 9. TERMINATION OF AGREEMENT <br />9.1 It is expressly understood and ageed that either the CITY or <br />CONTRACTOR may terminate this Agreement at any time by giving 30 days advance <br />written notice to the other party either personally to the representative of that party who <br />signed this Agreement, or by registered mail, return receipt requested, addressed to the <br />principal office of that party. <br />9.2 In the event that this Agreement is terminated by either the CITY or the <br />CONTRACTOR, the CONTRACTOR shall only be entitled to be compensated for <br />SERVICES performed to the date of termination. Such compensation shall be based on the <br />provisions set forth in Exhibit III, if possible. For any services rendered to which these <br />provisions do not apply, payment shall be based upon a per diem rate far the actual time <br />5 <br />