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8 <br /> <br />Licensed Peace Officers or other law enforcement resources shall not be <br />considered employees of the Provider. <br /> <br />10. SUBCONTRACTING <br /> <br /> The City and Provider agree that no Services will be subcontracted and agree not <br />to enter into any subcontracts to provide any Services under this Agreement. <br /> <br />11. ASSIGNMENT <br /> <br /> Neither the City nor the Provider will assign or transfer any interest in this <br />Agreement without the consent of the other Party. <br /> <br />12. DISPUTE RESOLUTION <br /> <br /> The City and the Provider each agree to cooperate and negotiate in good faith to <br />resolve any disputes that arise regarding the terms of this Agreement and the <br />performance of the Services. If good faith negotiations fail to resolve a dispute, <br />then the Parties will use mediation services to attempt to resolve the dispute. <br />The City and Provider will equally share the expense of the mediator. <br /> <br /> The Parties will select a mediator by each submitting three names in rank order of <br />preference to the other Party. If there is no common name on each Party’s list, <br />then a neutral, third party, law enforcement representative that is not a party to <br />this Agreement will select a mediator for the Parties. If mediation fails to resolve <br />a dispute between Parties, then the Parties will resolve the dispute through <br />litigation. <br /> <br />13. AMENDMENT OR CHANGES TO AGREEMENT <br /> <br />13.1 Any alterations, amendments, deletions, or waivers of the provisions of this <br />Agreement shall be valid only when reduced to writing and duly signed by the <br />Parties hereto; after all appropriate and necessary authority has been acquired by <br />each such Party. <br /> <br />13.2 Modifications or additional schedules shall not be construed to adversely affect <br />vested rights or causes of action which have accrued prior to the effective date of <br />such amendment, modification, or supplement. The term “Agreement” as used <br />herein shall be deemed to include any future amendments, modifications, and <br />additional schedules made in accordance herewith. <br /> <br />14. NOTICES <br /> <br /> Except as otherwise stated in this Agreement, all notice or demand to be given under this <br />Agreement shall be delivered in person or deposited in United States Certified Mail, <br />241