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<br />Resolution of Program Non-Compliance and Disallowed Costs: In the event of any dispute,
<br />claim, question, or disagreement arising from or relating to this Contract, or the breach thereof,
<br />including determination of responsibility for any costs disallowed as a result of non-compliance
<br />with federal, state or Program requirements, the parties hereto shall use their best efforts to
<br />settle the dispute, claim, question or disagreement. To this effect, the parties shall consult and
<br />negotiate with each other in good faith within thirty (30) days of receipt of a written notice of the
<br />dispute or invitation to negotiate, and attempt to reach a just and equitable solution satisfactory
<br />to both parties. If the matter is not resolved by negotiation within thirty (30) days of receipt of
<br />written notice or invitation to negotiate, the parties agree first to try in good faith to settle the
<br />matter by mediation administered by the American Arbitration Association under its Commercial
<br />Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution
<br />procedure. The parties may enter into a written amendment to this Contract and choose a
<br />mediator that is not affiliated with the American Arbitration Association. The parties shall bear
<br />the costs of such mediation equally. If the matter is not resolved through such mediation within
<br />sixty (60) days of the initiation of that procedure, either party may proceed to file suit.
<br />XI.
<br />Client, the agency, the U.S. Department of Housing and Urban Development (HUD),
<br />Inspectors General, the Comptroller General of the United States, or any of their duly authorized
<br />representatives, shall have access to any books, documents, papers, and records of Consultant
<br />which are directly pertinent to this Program, for the purpose of making audit, examination,
<br />excerpts, and transcriptions, and to close out the Client’s contract. Consultant agrees hereby to
<br />maintain all records made in connection with the Program for a period of three (3) years after
<br />Client makes final payment and all other pending matters are closed. All subcontracts of
<br />Consultant shall contain a provision that Client, the agency, and the Texas State Auditor’s Office,
<br />or any successor agency or representative, shall have access to all books, documents, papers
<br />and records relating to subcontractor’s contract with Consultant for the administration,
<br />construction, engineering or implementation of the Program between the agency and Client.
<br />XII.
<br />If, by reason of force majeure, either party hereto shall be rendered unable, wholly or in
<br />part, to carry out its obligations under this Contract, then if such party shall give notice and full
<br />particulars of such force majeure in writing to the other party within a reasonable time after the
<br />occurrence of the event or cause relied on, the obligation of the party giving such notice, so far
<br />as it is affected by such force majeure, shall be suspended during the continuance of the inability
<br />then claimed, but for no longer period, and such party shall endeavor to remove or overcome
<br />such inability with all reasonable dispatch.
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<br />Public Management, Inc. Administrative Services 10
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