Res 2018-149/approving an Interlocal Agreement with the Capital Area Emergency Communications District for Public Safety Answering Point Maintenance, Equipment Upgrades and Training

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party's reasonable diligence and good faith effort to do so, the non-breaching party may terminate the contractor may invoke the dispute resolution process of Section 11. 10.2 If this contract is terminated under Section 10,CAECD and Public Agency are each entitled to compensation for any performance undertaken pursuant to the terms of this Interlocal contract, where such performance was provided to the other before receiving notice of the termination. However,neither CAECD nor Public Agency is liable to the other for costs it paid or incurred under this contract made after or in anticipation of its receipt of notice of termination. 10.3 Termination for breach under Section 10.1 does not waive either party's claim for direct damages resulting from the breach, and both CAECD and Public Agency among other remedies may withhold from compensation owed the other an amount necessary to satisfy its claim against the other. Any such claim(s) shall survive the termination of this agreement by either party for the purpose of enforcement. 10.4 The termination of this contract either under Section 4 or under this Section 10 does not affect Public Agency's duty: A. To repay CAECD for expenditures made in violation of APPLICABLE LAW or POLICY in accordance with Sections 3.3; B. To preserve its records and permit inspection,copying,and auditing of its records and visitation of its premises and personnel under Section 8. Section 11. Dispute Resolution 11.1 The parties desire to resolve disputes arising under this contract without litigation. Accordingly, if a dispute arises, the parties agree to attempt in good faith to resolve the dispute between themselves.To this end,the parties agree not to sue one another,except to enforce compliance with this Section 11, toll the statute of limitations or seek an injunction, until they have exhausted the procedures set out In this Section. 11.2 At the written request of either party, each party shall promptly appoint one non-lawyer representative to negotiate informally and in good faith to resolve any dispute arising under this contract.The representatives appointed shall promptly determine the location, format,frequency and duration of the negotiations. 11.3 If the representatives cannot resolve the dispute within 30 calendar days after the first negotiation meeting, the parties agree to refer the dispute to the Dispute Resolution Center of Austin for mediation in accordance with the Center's mediation procedures by a single mediator assigned by the Center. Each party shall pay half the cost of the Center's mediation services. Page 7 of 9 PSAP City 2019