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<br />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 or <br />relating to this Agreement or the breach of it will be decided by mediation if the parties hereto <br />mutually agree, or in a court of competent jurisdiction within the State of Ohio, County of <br />Cuyahoga. <br />SECTION 8. SUSPENSION OF SERVICES <br />8.1 The CITY may order the CONTRACTOR to suspend, delay, or interrupt all or <br />any part of the SERVICES for such period of time as the CITY may determine to be appropriate <br />for the convenience of the CITY. <br />8.2 If the performance of all or any part of CONTRACTOR'S SERVICES are for an <br />unreasonable period of time suspended, delayed, or interrupted by an act of the CITY, or by the <br />CITY'S failure to act within a time period specified this Agreement (or if no time is specified, <br />within a reasonable time) an appropriate extension of time for the performance of the <br />SERVICES necessary as a result of such suspension, delay, or interruption, shall be permitted by <br />the CITY and the Agreement shall be modified in writing accordingly. <br />SECTION 9. TERMINATION OF AGREEMENT <br />9.1 It is expressly understood and agreed that either the CITY or CONTRACTOR <br />may terminate this Agreement at any time by giving 30 days advance written notice to the other <br />party either personally to the representative of that party who signed this Agreement, or by <br />registered mail, return receipt requested, addressed to the 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 SERVICES <br />performed to the date of termination. Such compensation shall be based on the provisions set <br />forth in Exhibit II, if possible. For any services rendered to which these provisions do not apply, <br />payment shall be based upon a per diem rate of $243.75 for the actual time spent rendering the <br />services (computed by dividing the monthly charge of $4,875.00 by twenty business days per <br />month). <br />4 <br />