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Parties shall have the right to have an independent auditor inspect and audit the books and records of the other Party. Section 10. Informal Dispute Resolution. Prior to invoking the provisions of Section 11, if or Cleveland disagrees with the implementation or interpretation of this Agreement, the Parties will use their best efforts to settle such dispute between themselves. If, despite good faith efforts the disagreement cannot be resolved, or Cleveland may request informal dispute resolution by providing written notice to the other. The disagreement shall be submitted to the President of the Cuyahoga County Mayors and Managers Association for mediation. Unless otherwise agreed to by the Parties, mediation shall be concluded no later than 30 days after receipt of the notice provided for in this Section. Section 11. Defaults and Remedies. A failure to comply with the terms of this Agreement shall constitute a default. The Party in default shall have 60 days after receiving written notice from the other Party of the event of default to cure that default. If the default is not cured within that time period, the non -defaulting Party may sue the defaulting Party for specific performance under this Agreement or for damages or both. This Agreement may not be terminated because of a default unless the Parties agree to such cancellation or termination. Section 12. Amendments. This Agreement may be amended by the Parties only in a writing approved by the legislative authorities of both Parties by appropriate legislation authorizing that amendment. In order for such amendment to be effective, the legislative actions of the Parties that amend this Agreement must occur and be effective within a period of 90 days of each other. Section 13. Binding Effect. This Agreement shall be binding upon the Parties and their respective permitted successors, subject, however, to the specific provisions hereof. This Agreement shall not inure to the benefit of anyone other than as provided in the immediately preceding sentence. Section 14. Signing Other Documents. The Parties agree to cooperate with one another and to use their best efforts in the implementation of this Agreement and to sign or cause to be signed, in a timely fashion, all other necessary instruments and documents, and to take such other actions, in order to effectuate the purposes of this Agreement. Section 15. Severability. In the event that any section, paragraph or provision of this Agreement, or any covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any application thereof, is held to be illegal or invalid for any reason: (1) that illegality or invalidity shall not affect the remainder hereof or thereof, any other section or provision hereof, or any other covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, all of which shall be construed and enforced as if the illegal or invalid portion were not contained herein or therein; (2) the illegality or invalidity or any applications hereof or thereof shall not affect any legal and valid application hereof or thereof; and (3) each section, paragraph, provision, covenant, agreement, obligation or action, or part thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law. Section 16. Governing Law. This Agreement shall be governed exclusively by and construed in accordance with the laws of Ohio, and in particular R.C. §715.84. Section 17. Captions and Heading. The captions and headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections hereof. 11