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PSAP05:Cities:5/04 10.3. IfCAPCO suspends payment to Public Agency under Art.lO.1, or ifthis contract is terminated under Art. 10. 1 or 10.2, CAPCO and Public Agency are each entitled to compensation for goods and services each provided the other before receiving notice of the suspension or termination. However, neither CAPCO nor Public Agency is liable to the other for costs it paid or incurred under this contract after or in anticipation of its receipt of notice of suspension or termination. 10.4. Termination for breach under Art. 1 0.2 does not waive either party's claim for damages resulting from the breach, and both CAPCO and Public Agency among other remedies may withhold rrom compensation owed the other an amount necessary to satisfy its claim against the other. lO.5. The ending of this contract under Art. 4 or its early termination under this Art. 10 does not affect Public Agency's duty: (1) to repay CAPCO for expenditures made in violation of applicable law or policy in accordance with paragraphs 3.3 and 3.4; (2) to preserve its records and permit inspection, copying, and auditing of its records and visitation of its premises and personnel under Art. 8. Art. 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 Art. 11, until they have exhausted the procedures set out in this Art. 11.2. At the written request of either party, each party shall appoint one nonlawyer representative to negotiate informally and in good faith to resolve any dispute arising under this contract. The representatives appointed shall determine the location, format, rrequency, 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 ofthe Center's mediation servIces. 11.4. The parties agree to continue performing their duties under this contract, which are unaffected by the dispute, during the negotiation and mediation process. 11.5. lfmediation does not resolve the parties' dispute, the parties may pursue their legal and equitable remedies. 5