Common use of Mandatory Mediation Clause in Contracts

Mandatory Mediation. a. The PARTIES hereto agree prior to commencing any legal action relating to any Claim, as defined herein, to submit the Claim to a mandatory good-faith mediation process (“Mediation”). The PARTIES’ expectations are that if the Claim is made by a third party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES agree that any statute of limitations applicable to any Claim shall be tolled for the period from the date a PARTY requests Mediation through fourteen (14) days after termination of the Mediation, unless otherwise agreed to by the Parties. b. Except as set forth below, the PARTIES agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to the other for Mediation. c. The PARTIES shall participate in a minimum of one full-day mediation session before the Mediation may be declared unsuccessful and terminated by either PARTY. The Mediation shall be conducted in accordance with the rules as the PARTIES agree upon, or in the absence of agreement, in accordance with the Commercial Mediation Rules of JAMS/Endispute. Evidence of anything said, any admissions made, and any documents prepared in the course of the Mediation shall not be admissible in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5. d. The PARTIES shall mutually agree to the selection of a mediator who is an attorney that is experienced in public works construction claims. If the PARTIES are unable to agree upon a mediator, then the mediator shall be appointed by JAMS/Endispute. e. The Mediation shall take place at a location within twenty (20) miles of the DISTRICT’s administrative office. The mediator’s fees and administrative fees, if any, shall be split equally between the PARTIES, but, unless otherwise agreed to in writing, each PARTY shall bear its own attorney's fees. f. If any PARTY commences a legal action without first attempting to resolve the Claim as required by this Article IX, that PARTY shall be in breach of this AGREEMENT and shall not be entitled to recover attorney's fees that might have otherwise been recoverable. g. This mandatory mediation process shall only apply to Claims pursuant to the Article XIII, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision herein.

Mandatory Mediation. a. The PARTIES hereto agree prior Any Dispute that is not resolved pursuant to commencing any legal action relating to any Claim, as defined herein, to submit Section 11.10(a) may be submitted for mediation before a single mediator in accordance with the Claim to a mandatory good-faith provisions contained herein and in accordance with the Commercial Mediation Procedures of the AAA in effect at the time of the mediation process (“MediationAAA Procedures”); provided, however, that in the event of any conflict between the procedures herein and the AAA Procedures, the procedures herein shall control. The PARTIES’ expectations are that if the Claim is made by a third party (e.g., a contractor), that the third party mediator will be named by mutual agreement of the Parties or by obtaining a participant in that Mediationlist of five (5) qualified Persons from the Parties and alternately striking names. The PARTIES agree that any statute of limitations applicable to any Claim All mediation shall be tolled for administered by the period from AAA. All mediation shall take place in the date a PARTY requests Mediation through fourteen (14) days after termination City of the MediationPortland, Oregon, unless otherwise agreed to by the Parties. b. Except as set forth below, . Each Party shall be required to exchange documents to be used in the PARTIES agree to refrain from filing, maintaining or prosecuting any action related mediation not less than five (5) Business Days prior to the Claim during mediation. The Parties shall use all commercially reasonable efforts to conclude the pendency mediation as soon as practicable. All aspects of the Mediation provided that mediation shall be treated as Confidential Information. Neither the Mediation must commence within thirty (30) days after Parties nor any mediator may disclose the content or results of the mediation, except as necessary to comply with legal, audit or regulatory requirements. Before making any such disclosure, a PARTY makes Party shall give written demand notice to the other for Mediation. c. The PARTIES Party and shall participate in afford such Party a minimum of one full-day mediation session before the Mediation may be declared unsuccessful and terminated by either PARTYreasonable opportunity to protect its interests. The Mediation Each Party shall be conducted in accordance with the rules as the PARTIES agree upon, or in the absence of agreement, in accordance with the Commercial Mediation Rules of JAMS/Endispute. Evidence of anything said, any admissions made, and any documents prepared in the course of the Mediation shall not be admissible in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5. d. The PARTIES shall mutually agree to the selection of a mediator who is an attorney that is experienced in public works construction claims. If the PARTIES are unable to agree upon a mediator, then the mediator shall be appointed by JAMS/Endispute. e. The Mediation shall take place at a location within twenty (20) miles of the DISTRICT’s administrative office. The mediator’s fees and administrative fees, if any, shall be split equally between the PARTIES, but, unless otherwise agreed to in writing, each PARTY shall bear responsible for its own attorney's fees. f. If expenses and one-half of any PARTY commences a legal action without first attempting mediation expenses incurred to resolve the Claim as required dispute. The mediator will provide the Parties with a fee and expense schedule in advance of mediation. Mediation will terminate by (a) written agreement signed by both Parties, (b) determination by the mediator that the Parties are at an unresolvable impasse, or (c) two unexcused absences by either Party from the mediation sessions. The mediator will never participate in any claim or controversy covered by this Article IXas a witness, that PARTY shall be in breach of this AGREEMENT collateral contract or attorney and shall may not be entitled called as a witness to recover attorney's fees that might have otherwise been recoverable. g. This mandatory mediation process shall only testify in any proceeding involving the subject matter of mediation. O.R.S. §§ 36.100 to 36.238 will apply to Claims pursuant to the Article XIII, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision hereinentire process of mediation.

Mandatory Mediation. a. The PARTIES hereto agree prior to commencing any legal action relating to any Claim, as defined herein(1) Except for claims for injunctive relief, to submit the Claim extent that any Dispute cannot be resolved agreeably in a friendly manner, the Dispute shall be mediated by a mutually-acceptable mediator to a mandatory good-faith be chosen by Purchaser and the Shareholder Representative within 30 days after written notice by one of the parties demanding mediation process (the “MediationNotice”). The PARTIES’ expectations are that if the Claim is made by a third Neither party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES agree that any statute of limitations applicable to any Claim shall be tolled for the period from the date a PARTY requests Mediation through fourteen (14) days after termination of the Mediation, unless otherwise agreed to by the Parties. b. Except as set forth below, the PARTIES agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to the other for Mediation. c. The PARTIES shall participate in a minimum of one full-day mediation session before the Mediation may be declared unsuccessful and terminated by either PARTY. The Mediation shall be conducted in accordance with the rules as the PARTIES agree upon, or in the absence of agreement, in accordance with the Commercial Mediation Rules of JAMS/Endispute. Evidence of anything said, any admissions made, and any documents prepared in the course of the Mediation shall not be admissible in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5. d. The PARTIES shall mutually agree unreasonably withhold consent to the selection of a mediator who is an attorney that is experienced in public works construction claims. If the PARTIES are unable to agree upon a mediator, then however, by mutual agreement Purchaser and the Shareholder Representative may postpone mediation until each has completed specified but limited discovery with respect to a Dispute. Purchaser and the Shareholder Representative may also mutually agree in writing to resolve their Dispute pursuant to Section 11.8(d) without going to mediation. Any mediation pursuant to this section shall be subject to the following: a) The mediation shall be conducted in the English language in New York, New York and shall be attended by representatives of the parties; b) The mediator shall be a neutral, independent and disinterested person, and shall be selected from a professional mediation firm such as JAMS, ENDISPUTE or CPR; c) The parties shall promptly confer in an effort to select a mediator by agreement. In the absence of such an agreement within 10 days of receipt of a Notice, the mediator shall be appointed selected by JAMS/EndisputeCPR as follows: CPR shall provide the parties with a list of at least 15 names from the CPR Panels of Distinguished Neutrals. Each party shall exercise challenges for cause, two peremptory challenges, and rank the remaining candidates within five working days of receiving the CPR list. The Purchaser and the Shareholder Representative may together interview the three top-ranked candidates for no more than one hour each and, after the interviews, may each exercise one peremptory challenge. The mediator shall be the remaining candidate with the highest aggregate ranking; d) The mediator shall confer with the parties to design procedures to conclude the mediation within no more than 30 days from selection of the mediator; and e) Each party agrees not to use the period or pendency of the mediation to disadvantage the other party procedurally or otherwise. e. The Mediation shall take place at a location (2) Except for claims for injunctive relief, any Dispute which the parties cannot resolve through negotiation and mediation within twenty (20) miles 90 days of the DISTRICT’s administrative officedate of the Notice may then be submitted for binding arbitration pursuant to Section 11.8(d). The mediator’s fees and administrative fees, if any, shall be split equally between the PARTIES, but, unless otherwise agreed to in writing, each PARTY shall bear its own attorney's fees. f. If any PARTY commences a legal action without first attempting to resolve the Claim as required by this Article IX, that PARTY shall be in breach use of this AGREEMENT and mediation shall not be entitled construed under the doctrines of laches, waiver or estoppel to recover attorney's fees that might have otherwise been recoverableaffect adversely the rights of either party. g. This mandatory mediation process shall only apply to Claims pursuant to the Article XIII, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision herein.

Mandatory Mediation. a. The PARTIES hereto agree (a) Except as expressly provided in this SECTION 7.5, prior to commencing the institution of any legal action by one party against the other arising out of or relating to any Claimdispute between the parties over this Agreement and/or any breach thereof, as defined herein, to submit the Claim such dispute shall be submitted to a mandatory good-faith mediation process (“Mediation”). The PARTIES’ expectations are that if disinterested mediator having substantial experience and recognized expertise in the Claim is made by a third party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES agree that any statute of limitations applicable to any Claim shall be tolled for the period from the date a PARTY requests Mediation through fourteen (14) days after termination field or fields of the Mediation, unless otherwise agreed to matter(s) in dispute. A party shall initiate mediation proceedings by the Parties. b. Except as set forth below, the PARTIES agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to notifying the other for Mediation. c. The PARTIES shall participate party in writing that it is requiring that a minimum of one full-day mediation session before the Mediation may dispute be declared unsuccessful and terminated by either PARTY. The Mediation shall be conducted mediated in accordance with the rules as the PARTIES agree upon, or in this Agreement. The mediator shall be agreeable to both parties. In the absence of agreement, the American Arbitration Association will appoint a mediator. The mediation shall be conducted in accordance with the Commercial Mediation Rules of JAMS/Endisputethe American Arbitration Association. Evidence of anything said, any admissions made, and any documents prepared in the course of the Mediation shall not be admissible in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5. d. The PARTIES shall mutually agree to the selection of a mediator who is an attorney that is experienced in public works construction claims. If the PARTIES are unable to agree upon a mediator, then fee charged by the mediator shall be appointed borne equally by JAMS/Endisputethe parties. If the mediation is initiated by Telescan, the mediation shall be conducted in Boca Raton, Florida. If the mediation is initiated by MFSI, the mediation shall be conducted in Houston, Texas. The fact that mediation is or may be allowed will not impair the exercise of any termination rights under this Agreement. Any mediation and the enforcement of any settlement entered into by the parties pursuant to such mediation shall be governed by and construed in accordance with the laws of the State of Texas (without regard to Texas' principles of conflicts of laws) and of the United States of America. All parties to the dispute and their counsel (or their duly authorized legal representative with decision-making authority) shall attend the mediation and will remain throughout the mediation process until such time as the parties reach agreement or the mediator determines that further negotiation efforts will not be productive. Each party must be represented by a person with the authority to negotiate a binding settlement. In the event a party to this Agreement files a lawsuit prior to conclusion of mediation, the other party may take any and all legal or equitable action to compel mediation and dismissal of the lawsuit. In such event, the party seeking the mediation shall be entitled to its expenses and attorneys fees' associated with, or incurred as a result of, having to file the legal or equitable action to compel mediation or dismissal. e. The Mediation (b) No provision of, nor the exercise of any rights under this SECTION 7.5 shall take place at a location within twenty (20) miles limit the right of any party to obtain injunctive relief pursuant to SECTION 5.5 before, during, or after the DISTRICT’s administrative office. The mediator’s fees pendency of any mediation, and administrative fees, if any, shall be split equally between the PARTIES, but, unless otherwise agreed to in writing, each PARTY shall bear its own attorney's fees. f. If any PARTY commences a legal such action without first attempting to resolve the Claim as required by this Article IX, that PARTY shall be in breach of this AGREEMENT and shall not be deemed an election of remedies. Such injunctive rights can be exercised at any time except to the extent such action is contrary to a final settlement entered into by the parties pursuant to a mediation proceeding. The institution and maintenance of an action for judicial injunctive relief shall not constitute a waiver of the right of any party, including without limitation the plaintiff, to submit any dispute to mediation nor render inapplicable the compulsory mediation provisions of this SECTION 7.5. (c) Any attorney-client privilege and other protection against disclosure of confidential information, including without limitation any protection afforded the work-product of any attorney, that could otherwise be claimed by any party shall be available to and may be claimed by any such party in any mediation proceeding. No party waives any attorney-client privilege or any other protection against disclosure of confidential information by reason of anything contained in or done pursuant to or in connection with this SECTION 7.5. Each party agrees to keep all disputes and mediation proceedings strictly confidential, except for disclosures of information to the parties' legal counsel or auditors or those required by applicable law. The parties agree to treat all mediation proceedings as settlement negotiations and agree that such settlement discussions shall be inadmissible in a court of law. The mediator shall be bound to maintain the confidentiality of all matters made known to the mediator, as well as notes or writings prepared by the mediator. The parties agree not to subpoena or otherwise require the mediator to testify or to produce records, notes or work product in any further proceedings. Only persons having a direct interest in the mediation are entitled to recover attorney's fees that might have otherwise been recoverableattend. g. This mandatory mediation process shall only apply (d) The parties agree to Claims pursuant cooperate with each other and with the mediator in a good faith effort to negotiate a prompt a reasonable resolution of the Article XIII, Section 5 herein and shall dispute. (e) The mediator is to serve as an impartial third party in assisting the parties toward settlement of their dispute but may not apply compel or coerce the parties to enter into a settlement agreement. The mediator will not render any disputes to be resolved pursuant to decision on the Alternative Dispute Resolution provision hereinmerits of the dispute.

Mandatory Mediation. a. The PARTIES hereto agree prior to commencing any legal action relating to any Claim, as defined herein, to submit the Claim to a mandatory good-faith mediation process (“Mediation”). The PARTIES’ expectations are that if the Claim is made by a third party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES parties agree that any statute and all disputes, claims or controversies arising out of limitations applicable or relating to any Claim this Agreement shall be tolled submitted to JAMS, or its successor, for mediation, and if the period matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the clause set forth in Section 19.10 below. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the date a PARTY requests Mediation through fourteen (14) days after termination JAMS panel of neutrals and in scheduling the Mediation, unless otherwise agreed to by the Parties. b. Except as set forth below, the PARTIES mediation proceedings. The parties agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to the other for Mediation. c. The PARTIES shall they will participate in a minimum of one full-day the mediation session before the Mediation may be declared unsuccessful in good faith and terminated by either PARTYthat they will share equally in its costs. The Mediation shall be conducted in accordance with the rules as the PARTIES agree uponAll offers, promises, conduct and statements, whether oral or in the absence of agreementwritten, in accordance with the Commercial Mediation Rules of JAMS/Endispute. Evidence of anything said, any admissions made, and any documents prepared made in the course of the Mediation mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be admissible rendered inadmissible or non-discoverable as a result of its use in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5the mediation. d. The PARTIES shall mutually agree 19.9.1 Either party may initiate arbitration with respect to the selection matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following forty-five (45) days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire. 19.9.2 At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a mediator who is an attorney provisional remedy that is experienced in public works construction claimsauthorized by law or by JAMS Rules or by agreement of the parties. If All applicable statutes of limitation and defenses based upon the PARTIES are unable to agree upon a mediator, then the mediator passage of time shall be appointed by JAMS/Endispute. e. The Mediation shall take place at a location within twenty tolled until fifteen (2015) miles of days after the DISTRICT’s administrative officeEarliest Initiation Date. The mediator’s fees and administrative feesparties will take such action, if any, shall be split equally between the PARTIES, but, unless otherwise agreed required to in writing, each PARTY shall bear its own attorney's feeseffectuate such tolling. f. If any PARTY commences a legal action without first attempting to resolve the Claim as required by this Article IX, that PARTY shall be in breach of this AGREEMENT and shall not be entitled to recover attorney's fees that might have otherwise been recoverable. g. This mandatory mediation process shall only apply to Claims pursuant to the Article XIII, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision herein.

Mandatory Mediation. a. The PARTIES hereto agree (a) Except as expressly provided in this SECTION 7.5, prior to commencing the institution of any legal action by one party against the other arising out of or relating to any Claimdispute between the parties over this Agreement and/or any breach thereof, as defined herein, to submit the Claim such dispute shall be submitted to a mandatory good-faith mediation process (“Mediation”). The PARTIES’ expectations are that if disinterested mediator having substantial experience and recognized expertise in the Claim is made by a third party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES agree that any statute of limitations applicable to any Claim shall be tolled for the period from the date a PARTY requests Mediation through fourteen (14) days after termination field or fields of the Mediation, unless otherwise agreed to matter(s) in dispute. A party shall initiate mediation proceedings by the Parties. b. Except as set forth below, the PARTIES agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to notifying the other for Mediation. c. The PARTIES shall participate party in writing that it is requiring that a minimum of one full-day mediation session before the Mediation may dispute be declared unsuccessful and terminated by either PARTY. The Mediation shall be conducted mediated in accordance with the rules as the PARTIES agree upon, or in this Agreement. The mediator shall be agreeable to both parties. In the absence of agreement, the American Arbitration Association will appoint a mediator. The mediation shall be conducted in accordance with the Commercial Mediation Rules of JAMS/Endisputethe American Arbitration Association. Evidence of anything said, any admissions made, and any documents prepared in the course of the Mediation shall not be admissible in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5. d. The PARTIES shall mutually agree to the selection of a mediator who is an attorney that is experienced in public works construction claims. If the PARTIES are unable to agree upon a mediator, then fee charged by the mediator shall be appointed borne equally by JAMS/Endisputethe parties. If the mediation is initiated by Telescan, the mediation shall be conducted in Boca Raton, Florida. If the mediation is initiated by MFSI, the mediation shall be conducted in Houston, Texas. The fact that mediation is or may be allowed will not impair the exercise of any termination rights under this Agreement. Any mediation and the enforcement of any settlement entered into by the parties pursuant to such mediation shall be governed by and construed in accordance with the laws of the State of Texas (without regard to Texas' principles of conflicts of laws) and of the United States of America. All parties to the dispute and their counsel (or their duly authorized legal representative with decision-making authority) shall attend the mediation and will remain throughout the mediation process until such time as the parties reach agreement or the mediator determines that further negotiation efforts will not be productive. Each party must be represented by a person with the authority to negotiate a binding settlement. In the event a party to this Agreement files a lawsuit prior to conclusion of mediation, the other party may take any and all legal or equitable action to compel mediation and dismissal of the lawsuit. In such event, the party seeking the mediation shall be entitled to its expenses and attorneys fees' associated with, or incurred as a result of, having to file the legal or equitable action to compel mediation or dismissal. e. The Mediation (b) No provision of, nor the exercise of any rights under this SECTION 7.5 shall take place at a location within twenty (20) miles limit the right of any party to obtain injunctive relief pursuant to Section 5.4 before, during, or after the DISTRICT’s administrative office. The mediator’s fees pendency of any mediation, and administrative fees, if any, shall be split equally between the PARTIES, but, unless otherwise agreed to in writing, each PARTY shall bear its own attorney's fees. f. If any PARTY commences a legal such action without first attempting to resolve the Claim as required by this Article IX, that PARTY shall be in breach of this AGREEMENT and shall not be deemed an election of remedies. Such injunctive rights can be exercised at any time except to the extent such action is contrary to a final settlement entered into by the parties pursuant to a mediation proceeding. The institution and maintenance of an action for judicial injunctive relief shall not constitute a waiver of the right of any party, including without limitation the plaintiff, to submit any dispute to mediation nor render inapplicable the compulsory mediation provisions of this SECTION 7.5. (c) Any attorney-client privilege and other protection against disclosure of confidential information, including without limitation any protection afforded the work-product of any attorney, that could otherwise be claimed by any party shall be available to and may be claimed by any such party in any mediation proceeding. No party waives any attorney-client privilege or any other protection against disclosure of confidential information by reason of anything contained in or done pursuant to or in connection with this SECTION 7.5. Each party agrees to keep all disputes and mediation proceedings strictly confidential, except for disclosures of information to the parties' legal counsel or auditors or those required by applicable law. The parties agree to treat all mediation proceedings as settlement negotiations and agree that such settlement discussions shall be inadmissible in a court of law. The mediator shall be bound to maintain the confidentiality of all matters made known to the mediator, as well as notes or writings prepared by the mediator. The parties agree not to subpoena or otherwise require the mediator to testify or to produce records, notes or work product in any further proceedings. Only persons having a direct interest in the mediation are entitled to recover attorney's fees that might have otherwise been recoverableattend. g. This mandatory mediation process shall only apply (d) The parties agree to Claims pursuant cooperate with each other and with the mediator in a good faith effort to negotiate a prompt a reasonable resolution of the Article XIII, Section 5 herein and shall dispute. (e) The mediator is to serve as an impartial third party in assisting the parties toward settlement of their dispute but may not apply compel or coerce the parties to enter into a settlement agreement. The mediator will not render any disputes to be resolved pursuant to decision on the Alternative Dispute Resolution provision hereinmerits of the dispute.

Mandatory Mediation. a. The PARTIES hereto agree prior to commencing any legal action relating to any Claim, as defined herein, to submit the Claim to a mandatory good-faith mediation process (“Mediation”). The PARTIES’ expectations are that if the Claim is made by a third party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES parties agree that any statute and all disputes, claims or controversies arising out of limitations applicable or relating to any Claim this Agreement shall first be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through non-binding mediation, then it shall be tolled submitted to JAMS, or its successor, for final and binding arbitration pursuant to the period clause set forth in Section 19.10 below. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the date a PARTY requests Mediation through fourteen (14) days after termination JAMS panel of neutrals and in scheduling the Mediation, unless otherwise agreed to by the Parties. b. Except as set forth below, the PARTIES mediation proceedings. The parties agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to the other for Mediation. c. The PARTIES shall they will participate in a minimum of one full-day the mediation session before the Mediation may be declared unsuccessful in good faith and terminated by either PARTYthat they will share equally in its costs. The Mediation shall be conducted in accordance with the rules as the PARTIES agree uponAll offers, promises, conduct and statements, whether oral or in the absence of agreementwritten, in accordance with the Commercial Mediation Rules of JAMS/Endispute. Evidence of anything said, any admissions made, and any documents prepared made in the course of the Mediation mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be admissible rendered inadmissible or non-discoverable as a result of its use in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5the mediation. d. The PARTIES shall mutually agree 19.9.1 Either party may initiate arbitration with respect to the selection matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following fort-five (45) days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire. 19.9.2 At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a mediator who is an attorney provisional remedy that is experienced in public works construction claimsauthorized by law or by JAMS Rules or by agreement of the parties. If All applicable statutes of limitation and defenses based upon the PARTIES are unable to agree upon a mediator, then the mediator passage of time shall be appointed by JAMS/Endispute. e. The Mediation shall take place at a location within twenty tolled until fifteen (2015) miles of days after the DISTRICT’s administrative officeEarliest Initiation Date. The mediator’s fees and administrative feesparties will take such action, if any, shall be split equally between the PARTIES, but, unless otherwise agreed required to in writing, each PARTY shall bear its own attorney's feeseffectuate such tolling. f. If any PARTY commences a legal action without first attempting to resolve the Claim as required by this Article IX, that PARTY shall be in breach of this AGREEMENT and shall not be entitled to recover attorney's fees that might have otherwise been recoverable. g. This mandatory mediation process shall only apply to Claims pursuant to the Article XIII, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision herein.

Mandatory Mediation. a. The PARTIES hereto agree prior Prior to commencing and as a condition precedent to the initiation of any legal action relating other dispute resolution procedures, the Parties will first attempt to any Claim, as defined herein, to submit resolve their Dispute through mediation administered by the Claim to a mandatory good-faith mediation process American Arbitration Association (the “MediationAAA”). The PARTIES’ expectations are that if the Claim is made by a third party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES agree that any statute of limitations applicable to any Claim mediation process shall be tolled for the period from the date initiated through service of a PARTY requests Mediation through fourteen (14) days after termination “Notice of the Mediation, unless otherwise agreed to by the Parties. b. Except as set forth below, the PARTIES agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to the other for Mediation. c. The PARTIES shall participate in a minimum of one full-day mediation session before the Mediation may be declared unsuccessful and terminated by either PARTY. The Mediation shall be conducted ” in accordance with the rules as the PARTIES notice provisions of Article 10 of this Agreement. The Parties shall agree uponon a mediator; however, or in the absence if they cannot agree within 14 days of agreement, in accordance with the Commercial Mediation Rules of JAMS/Endispute. Evidence of anything said, any admissions made, and any documents prepared in the course service of the Mediation shall not be admissible in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5. d. The PARTIES shall mutually agree to the selection Notice of a mediator who is an attorney that is experienced in public works construction claims. If the PARTIES are unable to agree upon a mediatorMediation, then the mediator AAA shall appoint the mediator. The mediation session shall be appointed by JAMS/Endisputeheld within 30 days of the retention of the mediator, and last for at least one full mediation day, before any Party has the option to withdraw from the process. The Parties may agree to continue the mediation process beyond one day, until a settlement is reached, or one Party or the mediator states that there is no reason to continue because of an impasse that cannot be overcome and the mediator sends the parties a “Notice of Termination of Mediation. e. ” All reasonable efforts will be made to complete the mediation within 30 days of the first mediation session. The service of the Notice of Mediation shall take place toll the running of any applicable statute of limitations regarding the dispute at issue until 30 days after the mediator sends a location within twenty (20) miles Notice of Termination of Mediation. Each side shall bear an equal share of the DISTRICT’s administrative office. The mediator’s fees and administrative feescosts unless the Parties agree otherwise, if any, except that each Party shall be split equally between the PARTIES, but, unless otherwise agreed to in writing, each PARTY shall responsible for and bear its own attorney's fees. f. If attorneys’ fees and costs for the mediation with the understanding that the prevailing party in any PARTY commences a non-mediation dispute resolution proceeding that follows an unsuccessful mediation may seek to recover such attorneys’ fees and costs, as well as the share of the mediator’s fees and costs it has paid. All communications, both written and oral, during the mediation are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the dispute at issue, that would otherwise be discoverable, do not become confidential or admissible simply because they are used in the mediation process. The process shall be confidential based on terms acceptable to the mediator and/or the AAA. No Party to this Agreement shall bring legal action or proceeding against another party to this Agreement without first attempting participating in mediation, unless one Party refuses to resolve submit to mediation and legal action or a proceeding is brought to specifically enforce this mandatory mediation provision of this Agreement. The foregoing, however, shall not preclude any of the Claim Parties from applying for any preliminary, provisional or injunctive remedies (including, without limitation, remedies such as required attachment, preliminary injunction and replevin) available under applicable laws for any purpose, nor shall it prevent any Party from appealing any adverse determination with respect to any such application for preliminary, provisional or injunctive relief. Further to the foregoing and for the avoidance of doubt, nothing in this Section 11.2(a), or in Section 11.2(b) below, will not be construed to prevent LMP or the Buyers from instituting, and LMP and the Buyers are hereby authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, preliminary injunction and replevin from the appropriate court) to avoid the expiration of any applicable limitations period, to avoid irreparable harm (including irreparable harm caused by this Article IX, that PARTY shall be in the Buyers’ breach of this AGREEMENT and shall not be entitled the covenants set forth in Section 6.16), to recover attorney's fees that might have otherwise been recoverable. g. This mandatory mediation process shall only apply preserve a superior position with respect to Claims pursuant other creditors, or, to the Article XIIIextent contemplated by Section 11.2, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision hereinpursue injunctive or other equitable remedies.,

Mandatory Mediation. a. The PARTIES hereto agree prior to commencing any legal action relating to any Claim, as defined herein, to submit the Claim to a mandatory good-faith mediation process (“Mediation”). The PARTIES’ expectations are that if the Claim is made by a third party (e.g., a contractor), that the third party will be a participant in that Mediation. The PARTIES parties agree that any statute and all disputes, claims or controversies arising out of limitations applicable or relating to any Claim this Agreement shall be tolled submitted to Judicial Arbitration and Mediation Services (“JAMS”), or its successor, for mediation, and if the period matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to Section 19.9 below. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the date a PARTY requests Mediation through fourteen (14) days after termination JAMS panel of neutrals and in scheduling the Mediation, unless otherwise agreed to by the Parties. b. Except as set forth below, the PARTIES mediation proceedings. The parties agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation provided that the Mediation must commence within thirty (30) days after a PARTY makes written demand to the other for Mediation. c. The PARTIES shall they will participate in a minimum of one full-day the mediation session before the Mediation may be declared unsuccessful in good faith and terminated by either PARTYthat they will share equally in its costs. The Mediation shall be conducted in accordance with the rules as the PARTIES agree uponAll offers, promises, conduct and statements, whether oral or in the absence of agreementwritten, in accordance with the Commercial Mediation Rules of JAMS/Endispute. Evidence of anything said, any admissions made, and any documents prepared made in the course of the Mediation mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be admissible rendered inadmissible or non-discoverable as a result of its use in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5the mediation. d. The PARTIES shall mutually agree 19.8.1 Either party may initiate arbitration with respect to the selection matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following forty-five (45) days from the date of filing the written request for mediation, whichever occurs first (the “Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire. 19.8.2 At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a mediator who is an attorney provisional remedy that is experienced in public works construction claimsauthorized by law or by JAMS Rules or by agreement of the parties. If However, this limitation is inapplicable to a party if the PARTIES are unable other party refuses to agree comply with the requirements of Section 19.8 above. All applicable statutes of limitation and defenses based upon a mediator, then the mediator passage of time shall be appointed by JAMS/Endispute. e. The Mediation shall take place at a location within twenty tolled until fifteen (2015) miles of days after the DISTRICT’s administrative officeEarliest Initiation Date. The mediator’s fees and administrative feesparties will take such action, if any, shall be split equally between the PARTIES, but, unless otherwise agreed required to in writing, each PARTY shall bear its own attorney's feeseffectuate such tolling. f. If any PARTY commences a legal action without first attempting to resolve the Claim as required by this Article IX, that PARTY shall be in breach of this AGREEMENT and shall not be entitled to recover attorney's fees that might have otherwise been recoverable. g. This mandatory mediation process shall only apply to Claims pursuant to the Article XIII, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision herein.

Mandatory Mediation. a. A “Claim as referred to in this Article shall mean a dispute between the PARTIES regarding performance of any work related to this AGREEMENT or PROJECT, any interpretation of this AGREEMENT, payment or nonpayment for work performed or not performed, any dispute involving the terms or requirements of the PROJECT or this AGREEMENT where one PARTY’s opinion or interpretation differs from that of the other PARTY. The PARTIES hereto agree prior to commencing any legal action relating to any Claim, as defined herein, a Claim arising from this AGREEMENT or the PROJECT to submit the Claim to a mandatory good-faith mediation process (“Mediation”)process. The PARTIES’ expectations are that if the a Claim is made by or arises from a third party (e.g., a contractor), that the third party will be a participant in that Mediationmediation. The PARTIES agree that any statute of limitations applicable to any Claim shall be tolled for the period from the date a PARTY requests Mediation mediation through fourteen (14) days after termination of the Mediationmediation, unless otherwise agreed to in writing by the PartiesPARTIES. b. Except as set forth below, the PARTIES agree to refrain from filing, maintaining or prosecuting any action related to the Claim during the pendency of the Mediation mediation provided that the Mediation mediation must commence within thirty (30) days after a PARTY makes written demand to the other for Mediationmediation. The PARTIES may mutually agree to extend this 30-day time period. In no event shall mediation cause any delay in the progress or timely prosecution of any work on the PROJECT or any Services to be performed under this AGREEMENT. c. The PARTIES shall participate in a minimum of one full-day mediation session before the Mediation mediation process may be declared unsuccessful and terminated by either PARTY. The Mediation mediation shall be conducted in accordance with the rules as the PARTIES agree upon, or in the absence of agreement, in accordance with the Commercial Mediation Construction Rules of JAMSJAMS ADR/Endispute. Evidence of anything said, any admissions made, and any documents prepared in the course of the Mediation mediation shall not be admissible in evidence or subject to discovery in any court action pursuant to Evidence Code Section 1152.5sections 1152 and 1154. d. The PARTIES shall mutually agree to the selection of a mediator who is an attorney that is experienced in public works construction claims. If the PARTIES are unable to agree upon a mediator, then the mediator shall be appointed by JAMSJAMS ADR/Endispute. e. The Mediation mediation shall take place at a location within twenty (20) miles of the DISTRICT’s administrative office. The mediator’s fees and administrative fees, if any, shall be split equally between the PARTIES, but, unless otherwise agreed to in writing, PARTIES and each PARTY shall bear its own attorney's feesfees and costs. f. If any PARTY commences a legal action without first attempting to resolve the Claim as required by this Article IXArticle, that PARTY shall be in breach of this AGREEMENT and shall not be entitled to recover attorney's attorneys’ fees that might have otherwise been recoverable. g. This mandatory mediation process shall only apply to Claims pursuant to the Article XIII, Section 5 herein and shall not apply to any disputes to be resolved pursuant to the Alternative Dispute Resolution provision herein.