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CONTRACT. FIRM shall not be entitled to any claim or claim of lien <br />against City for any additional compensation or damages in the event of <br />such termination and payment. <br />4.3 Channes <br />The City may, from time to time, request changes in the services the FIRM will <br />perform under this CONTRACT. Such changes, including any increase or decrease in the <br />amount of the FIRM's compensation, must be agreed to by all parties and finalized <br />through a signed, written amendment to this CONTRACT. <br />4.4 Resolution of Program Non-ComMance and Disallowed Costs. <br />In the event of any dispute, claim, question, or disagreement arising from or <br />relating to this CONTRACT, or the breach thereof, including determination of <br />responsibility for any costs disallowed as a result of non-compliance with federal, state <br />or TxCDBG program requirements, the parties hereto shall use their best efforts to settle <br />the dispute, claim, question or disagreement. To this effect, the parties shall consult and <br />negotiate with each other in good faith within 30 days of receipt of a written notice of <br />the dispute or invitation to negotiate, and attempt to reach a just and equitable solution <br />satisfactory to both parties. If the matter is not resolved by negotiation within 30 days <br />of receipt of written notice or invitation to negotiate, the parties agree first to try in good <br />faith to settle the matter by mediation administered by the American Arbitration <br />Association under its Commercial Mediation Procedures before resorting to arbitration, <br />litigation, or some other dispute resolution procedure. The parties may enter into a <br />written amendment to this Amendment and choose a mediator that is not affiliated with <br />the American Arbitration Association. The parties shall bear the costs of such mediation <br />equally. If the matter is not resolved through such mediation within 60 days of the <br />initiation of that procedure, either party may proceed to file suit. <br />4.5 Personnel. <br />a. The FIRM represents that he/she/it has, or will secure at its own expense, <br />all personnel required in performing the services under this CONTRACT. <br />Such personnel shall not be employees of or have any contractual <br />relationship with the City. <br />b. All of the services required hereunder will be performed by the FIRM or <br />under its supervision and all personnel engaged in the work shall be fully <br />qualified and shall be authorized or permitted under State and Local law to <br />perform such services. <br />c. None of the work or services covered by this CONTRACT shall be <br />subcontracted without the prior written approval of the City. Any work or <br />services subcontracted hereunder shall be specified by written contract or <br />CONTRACT and shall be subject to each provision of this CONTRACT. <br />Page 7 of 28 <br />