Common use of Mediation Clause in Contracts

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.

Mediation. Pursuant If the dispute is not resolved within 30 days after the referral of the dispute to paragraph 2.1.3 senior executives, or if no meeting of this Call Off Schedule 11senior executives has taken place within 15 days after such referral, either Party may request that the matter be submitted to nonbinding mediation. If the other Party agrees, the mediation will be conducted in accordance with the Commercial Arbitration Rules and Mediation Procedures (Including Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association (the “AAA”), as amended and effective on July 1, 2003 (the “AAA Rules”), notwithstanding any dollar amounts or dollar limitations contained therein. The Party requesting the mediation, may commence the mediation process with AAA by notifying AAA and the other Party in writing (“Mediation Notice”) of such Party’s desire that the dispute be resolved through mediation, including therewith a copy of the Dispute Notice and the response thereto, if any, and a Dispute Notice is served, copy of the Parties shall attempt other Party’s written agreement to resolve such mediation. The mediation will be conducted at the Dispute place designated on the Cover Sheet by way of mediationa single mediator. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesselect any mutually acceptable mediator. If the Parties are unable to cannot agree on a mediator within five days after the joint appointment of a Mediator within thirty (30) Working Days from service date of the Dispute Notice Mediation Notice, then either Party may apply the AAA’s Administrator will send a list and resumes of three available mediators to CEDR to nominate the MediatorParties, each of whom will strike one name, and the remaining person will be appointed as the mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11more than one name remains, either Party may proceed to: hold further discussions between Senior Officers; because one or an Expert determinationboth Parties have failed to respond to the AAA’s Administrator within five days after receiving the list or because one or both Parties have failed to strike a name from the list or because both Parties strike the same name, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)the AAA’s Administrator will choose the mediator from the remaining names within five days. If the Parties are designated mediator dies, becomes incapable, unwilling, or unable to reach a settlement in the negotiations at serve or proceed with the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not substitute mediator will be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (appointed in accordance with the Variation Procedure where appropriate)selection procedure described above, and such substitute mediator will have all such powers as if he or she has been originally appointed herein. The Mediator shall assist mediation will consist of one or more informal, nonbinding meetings between the Parties and the mediator, jointly and in recording separate caucuses, out of which the outcome mediator will seek to guide the Parties to a resolution of the mediationDispute. The mediation process will continue until the resolution of the dispute, or the termination of the mediation process pursuant to this Section. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall mediation, including fees and expenses, will be shared borne equally by the Parties. All verbal and written communications between the PartiesParties and issued or prepared in connection with this Section will be deemed prepared and communicated in furtherance, and in the context, of dispute settlement, and will be exempt from discovery and production, and will not be admissible in evidence (whether as admission or otherwise) in any litigation or other proceedings for the resolution of the dispute. The initial mediation conference between the Parties and the mediator, which may be held by telephone, will be held within 25 days after the Mediation Notice. Either Party may terminate the mediation process upon or after the earlier to occur of (A) the failure of the initial mediation conference to occur within 25 days after the date of the Mediation Notice, (B) the passage of 45 days after the date of the Mediation Notice without the dispute having been resolved, or (C) such time as the mediator makes a finding that there is no possibility of resolution through mediation. All deadlines in this Section may be extended by mutual agreement.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is servedIf the parties are unsuccessful in resolving their dispute through good faith negotiation, the Parties shall attempt to resolve next step in the Dispute by way of Resolution process is mediation. The Parties may follow If a party elects to pursue mediation, the CEDR's Model party shall serve a written notice requesting mediation (“Notice of Mediation”) on the other party within 10 calendar days after the informal negotiation phase is completed. Notice of Mediation Procedure which shall be personally delivered or sent by prepaid registered airmail or overnight courier and shall be effective on receipt by the party to whom it is current addressed. Notice to LifeVantage must be addressed and delivered to the General Counsel at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement LifeVantage primary corporate offices in the negotiations at United States. The Notice of Mediation shall be dated and shall specify the claims or issues that will be subjected to mediation, and only if including the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms requested remedies sought in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The parties shall have 10 days following the service of the Notice of Mediation to select a mutually acceptable mediator. The mediator shall be selected from the panel of mediators that the parties mutually agree in writing is appropriate. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS (xxx.xxxxxxx.xxx) to have a neutral mediator appointed. If neither party timely requests mediation following the completion of the negotiation phase, the dispute shall be deemed resolved and no further action either via mediation, arbitration or litigation may be commenced without the agreement of both parties. Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the parties and the mediator. Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the mediator and the parties. The parties agree to share equally the costs of the mediator’s fees and any other costs charged by mediator in connection with the mediation. Each party shall individually bear their own other costs associated with the mediation, including but not limited to attorneys’ fees, costs and travel expenses. The mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partieskept confidential and shall not be admissible for any purpose in any legal proceeding.

Mediation. Pursuant Any Dispute not resolved pursuant to paragraph 2.1.3 Section 7.1 shall, at the written request of this Call Off Schedule 11any applicable Party (a “Mediation Request”), if a Dispute Notice is servedbe submitted to nonbinding mediation in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure then in effect, the Parties shall attempt to resolve the Dispute by way of mediationexcept as modified herein. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (mediation shall be held in New York, New York or such other version place as the applicable Parties may mutually agree. The applicable Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the applicable Parties within twenty (20) days of receipt by a Party of a Mediation Request, then any applicable Party may request (on written notice to the other applicable Parties) that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this Section 7.2 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the applicable Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any Information about the evidence adduced or the documents produced by another Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other applicable Party, except in the course of a mediation procedure that is agreed between judicial or regulatory proceeding or as may be required by Law or securities exchange rules or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the Partiespreceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other applicable Party reasonable written notice of the intended disclosure and afford such other Party a reasonable opportunity to protect its interests. If the Parties are unable to agree on Dispute has not been resolved within the joint earlier of sixty (60) days after the appointment of a Mediator mediator or ninety (90) days after receipt by a Party of a Mediation Request, or within such longer period as the applicable Parties may agree to in writing, any of the applicable Parties may submit the Dispute to binding arbitration in accordance with Section 7.3; provided, that if one applicable Party fails to participate in the mediation for thirty (30) Working Days from service days after the appointment of a mediator, the Dispute Notice then either Party other applicable Parties may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation commence arbitration in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If Section 7.3 prior to the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all expiration of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiestime periods set forth above.

Mediation. Pursuant A proper and timely appeal of the Claims Examiner’s decision shall be submitted to paragraph 2.1.3 non-binding mediation within fifteen (15) Days following all parties’ receipt of this Call Off Schedule 11the notice of appeal and such appeal shall be reviewed by the mediator de novo. The presiding mediator shall be an individual mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case each party shall select a temporary mediator and the temporary mediators shall jointly select a presiding mediator. Owner and Contractor shall pay their own costs and expenses and the cost of the mediator shall be split equally between the two parties. The schedule, time and place for mediation will be mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case the mediation venue shall be at or in close proximity to the Site. Owner and Contractor acknowledge and agree that, subject to Claim Preservation as set forth below, participation in mediation shall be a prerequisite to litigation of any Contract Documents disputes. Owner and Contractor shall use best efforts in good faith to resolve through the mediation process all Major Claims within sixty (60) Days of the commencement of such mediation (the “Mediation Period”). However, if the presiding mediator fails to issue its decision on one or more of the issues presented within ninety (90) Days of the commencement of such mediation, the parties shall have the option to file a lawsuit in accordance with Section 12.2.4 below and adjudicate those undecided issues, notwithstanding the requirement to mediate as a condition precedent to filing suit. Additionally, if a Dispute Notice is servedlawsuit must be filed within the Mediation Period in order to preserve a cause of action (a “Claim Preservation”), Owner and Contractor agree that they will nevertheless proceed diligently to mediate the Claim to its conclusion prior to actively prosecuting the lawsuit. As such, Owner and Contractor shall seek from the Court presiding over the Claim Preservation lawsuit such stays and extensions, including the filing of an answer, as may be necessary to mediate effectively. Further, if during the Mediation Period Owner and Contractor settle any issues, the Parties plaintiff in the Preservation Claim lawsuit shall attempt promptly cause the Court to resolve enter a stipulated general judgment of dismissal with prejudice, or other appropriate order, limiting the Dispute by way remaining scope of mediationlitigation. The Parties parties agree to comply with Owner’s Standard Requirements, which may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties include but are unable not limited to agree on the joint appointment confidentiality of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt promptly sign all documents necessary to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced give effect to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiessuch requirements.

Mediation. Pursuant Any Dispute not resolved pursuant to paragraph 2.1.3 Section 7.1 shall, at the written request of this Call Off Schedule 11a Party (a “Mediation Request”), if a Dispute Notice is servedbe submitted to nonbinding mediation in accordance with the then-current JAMS procedures, the Parties shall attempt to resolve the Dispute by way of mediationexcept as modified herein. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or mediation shall be held in such other version place as the Parties may agreemutually agree in writing. The Parties shall have twenty (20) or days from receipt by a mediation procedure that is agreed between the Parties. If the Parties are unable Party of a Mediation Request to agree on a mediator from the joint appointment JAMS panel. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediator within thirty (30) Working Days from service of the Dispute Notice Mediation Request, then either a Party may apply request (on written notice to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11other Party), either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach that JAMS appoint a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (mediator in accordance with the Variation Procedure where appropriate)then current JAMS procedures from mediators on the JAMS panel. The Mediator All mediation pursuant to this clause shall assist be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in recording any subsequent proceedings. No Party shall disclose or permit the outcome disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediationmediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. The costs Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of any mediation procedure used the intended disclosure and afford the other party a reasonable opportunity to resolve protect its interests. If the Dispute under this paragraph 4 has not been resolved within sixty (60) days of this Call Off Schedule 11 the appointment of a mediator, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then the Dispute shall be shared equally between the Partiessubmitted to binding arbitration in accordance with Section 7.3.

Mediation. Pursuant to paragraph 2.1.3 If, on completion of this Call Off Schedule 11, if a Dispute Notice is servedperiod of 5 (five) calendar days, the Parties OP3FT notes that the Operator has still not complied with all of its contractual obligations, or has not submitted the required proof, then the following provisions shall attempt apply: • if the OP3FT considers that the failure does not affect an essential or critical aspect of the func- tioning of the Frogans Core Registry with regards to resolve Internet users: – the Dispute by way OP3FT shall charge, each month, a penalty of mediation20% (twenty percent) of the royalties amount of this month, until the failure ceases, – if, despite these penalties, the failure continues beyond a period of tolerance of 6 (six) months following the sending of the email notifying the first penalty, then the OP3FT can terminate the Agreement without any further notice. The Parties may follow • if the CEDR's Model Mediation Procedure which is current at OP3FT considers that the time failure affects an essential or critical aspect of the Dispute Notice is served (or such other version as functioning of the Frogans Core Registry with regards to Internet users: – the Parties may agreeagree to submit the dispute arising from the contractual failure to a mediator of the Centre de Médiation et d’Arbitrage de Paris (Center for Mediation and Arbitration of Paris), hereafter the Center for Mediation, in order to reach an optimal negotiated solution, respecting the procedure described below, and of a duration not exceeding 6 (six) or a mediation procedure that is agreed between weeks: ■ the dispute shall be referred to the Center for Mediation by simple request from the most diligent party, ■ the Center for Mediation shall submit, for the approval of the Parties, one or several mediators given on its list, depending on the scale and complexity of the dispute. If the Parties are unable to do not agree on with this proposal, then it is agreed in advance that the joint appointment of a Mediator within thirty (30) Working Days from service of Center for Mediation itself shall choose the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11mediator(s), either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable waiving all option of recourse against this designation, ■ the Parties agree to reach a settlement abide by the mediation procedure which shall be decided by the designated mediator(s), ■ the Parties undertake to participate in the negotiations at various meetings organized by the mediationmediator(s) and to diligently reply to all attendance notices and all requests emanating from the mediator(s), and only if ■ in general, the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt undertake to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms participate in all of the circumstances. Any settlement reached good faith in the mediation procedure. They undertake to respect the confidentiality associated with the execution of this procedure, as well as all related statements, actions, documents, etc., ■ the agreement signed between the Parties on completion of mediation can be submitted, on request thereto from one or both Parties, to judicial approval in order to give the agreement the authority of res judicata, ■ the remuneration of the mediator(s), as well as any costs incurred in relation to the mediation mission shall not be legally binding until it has been reduced to writing borne equally by the Parties, unless they reach a preferable agreement between themselves. – in the case of failure of the mediation procedure, and signed by, or on behalf ofin the event where the contractual failure continues, the Parties (OP3FT can terminate the Agreement without prior notice, and reserves the right to initiate legal proceedings in accordance with order to obtain remedy for the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesprejudice suffered.

Mediation. Pursuant If any TNCI Party believes that a matter has occurred that entitles it to paragraph 2.1.3 indemnification under Paragraph 11.3, "Indemnification by IFT," or any IFT Party believes that a matter has occurred that entitles it to indemnification under Paragraph 11.2, "Indemnification by TNCI," the TNCI Party or IFT Party as the case may be (the "Indemnified Party"), shall give written notice to the party or parties against whom indemnification is sought (each of this Call Off Schedule 11, if a whom is referred to herein as an "Indemnifying Party") describing such matter in reasonable detail (the "Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediationNotice"). The Parties may follow Indemnified Party shall be entitled to give such notice prior to the CEDR's Model Mediation Procedure which is current at establishment of the amount of its losses, liabilities, costs or damages, and to supplement its claim from time the Dispute Notice is served (or to time thereafter by further notices as they are established. Each Indemnifying Party shall send a written response to such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator claim for indemnification within thirty (30) Working Days from service days after receipt of the claim stating its acceptance or objection to the indemnification claim, and explaining its position in respect thereto in reasonable detail. If such Indemnifying Party does not timely so respond, it will be deemed to have accepted the Indemnified Party's indemnification claim as specified in the notice given by the Indemnified Party. If the Indemnifying Party gives a timely objection notice, then the parties shall resolve the dispute by binding mediation in Phoenix, Arizona under the Commercial Mediation Rules of the American Arbitration Association (AAA) in effect on the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)Notice. If the Parties are unable parties cannot agree on the selection of a mediator within twenty (20) days after delivery of the Dispute Notice, the mediator will be selected by the AAA. The prevailing party in any such mediation shall be entitled to reach a settlement in recover from, and have paid by, the negotiations at the other party hereto all fees and disbursements of such mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesincluding its reasonable attorneys.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice In the event any Participant believes another Participant is servedin default or is in material breach, the Parties Participants shall attempt make a good faith effort to negotiate and informally resolve the Dispute by way issues in dispute prior to terminating this Agreement. In the event of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed an impasse between the PartiesParticipants in reaching any mutual agreement mandated by this Agreement, the Participants shall make good faith efforts to negotiate and informally resolve the issue in dispute (the “Claim”). If the Parties are unable Participants do not resolve the Claim through negotiation within 30 days of the date of the notice of default, the Participants agree to agree on submit the joint appointment claim to mediation pursuant to the following process: The non-defaulting Participant (the “Claimant”) shall have thirty (30) additional days within which to submit the Claim to mediation under the auspices of a Mediator any dispute resolution center or other such independent agency providing similar services upon which the Participants may mutually agree. If Claimant does not submit the claim to mediation within thirty (30) Working Days days after notice of default, Claimant shall be deemed to have waived the claim, and the defaulting Participant (the “Respondent”) shall be released and discharged from service any and all liability to Claimant on account of such claim; provided, nothing herein shall release or discharge Respondent from any liability to Persons not a Participant to the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)foregoing proceedings. If the Parties Participants do not settle the Claim within thirty (30) days after submission of the matter to the mediation process, or within such time as determined reasonable or appropriate by the mediator, the mediator shall issue a notice of termination of the mediation proceedings. Such notice shall set forth when and where the Participants met, that the Participants are unable to reach a settlement in the negotiations at the mediationan impasse, and only if the Parties so request date that mediation was terminated. If settlement does not occur and the Mediator agreesmediation is terminated, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in Participants may pursue any and all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing actions at law and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute equity permitted under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between Agreement subject to the Partiesright to notice and cure as provided in [OBEY CREEK: Cross check - Section 4.13].

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Any Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable not resolved pursuant to agree on the joint appointment of a Mediator Section 18.1 within thirty (30) Working Days from service of days after the Dispute Notice then notice was given may be submitted for mediation by either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach before a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (single mediator in accordance with the Variation Procedure where appropriateprovisions contained herein and in accordance with the Commercial Mediation Procedures of the AAA in effect at the time of the mediation (“AAA Procedures”); provided, however, that in the event of any conflict between the procedures herein and the AAA Procedures the procedures herein shall control. The Mediator shall assist mediator will be named by mutual agreement of the Parties or by obtaining a list of five (5) qualified Persons from each of the Parties and alternately striking names. All mediation shall be administered by the AAA. All mediation shall take place in recording the outcome City of Portland, Oregon, unless otherwise agreed to by the Parties. Each Party shall be required to exchange documents to be used in the mediation not less than five (5) Business Days prior to the mediation. The costs Parties shall use all commercially reasonable efforts to conclude the mediation as soon as practicable. All aspects of the mediation shall be treated as confidential. Neither the 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 shall give written notice to the other Party and shall afford such Party a reasonable opportunity to protect its interests. Each Party shall be responsible for its own expenses and one-half of any mediation procedure used expenses incurred to resolve the 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, (c) two unexcused absences by either Party from the mediation sessions, or (d) failure to resolve the Dispute under on or before the sixtieth (60th) day after the date on which the notice of Dispute was given (unless the Parties otherwise agree in writing to extend such date). The mediator will never participate in any claim or controversy covered by this paragraph 4 Article as a witness, collateral contract, or attorney and may not be called as a witness to testify in any proceeding involving the subject matter of this Call Off Schedule 11 shall be shared equally between the Partiesmediation.

Mediation. Pursuant to paragraph 2.1.3 Notwithstanding anything in this Agreement, for the period commencing upon the execution of this Call Off Schedule 11Agreement by all parties and ending on January 1, if a Dispute Notice is served2017, the Parties shall attempt parties agree to resolve utilize the Dispute by way of mediationStep IV procedures set forth below for all grievances. The Parties may follow parties further agree to meet and confer on or before January 1, 2017 to negotiate the CEDR's Model Mediation Procedure which is current at continuation or modification of the time Step IV procedures set forth below for the Dispute Notice is served (remainder of this Agreement’s term. In the event the parties, after meeting, agree not to continue the Step IV procedures set forth below after January 1, 2017, or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on whether to continue such procedures for the joint appointment remainder of this Agreement’s term, then the terms of the attached side letter agreement, attached hereto as Appendix K, shall apply. If the Union seeks to mediate a Mediator particular grievance, then within fifteen (15) days of receipt of the Step III grievance decision, its Field Services Director shall send notice of the Union’s request to proceed to mediation to the Commissioner or his/her designee, a copy of which shall be sent to the Chief Human Resource Officer of the institution. Within thirty (30) Working Days from service calendar days of the Dispute Notice then receipt of the Union’s request for mediation to the Commissioner and Chief Human Resources Officer, the Commissioner and CEO of the institution shall give written notice to the Union on whether they, in their discretion, agree to mediate the grievance at a mutually agreeable date, time and place. The parties agree to meet for the purpose of mediating grievances on a mutually agreeable schedule. The parties agree to maintain a list of mutually agreed upon mediators to be assigned to mediate grievances on a rotating basis. The parties agree to review the list of mediators annually, or more often, if requested by either Party may apply to CEDR to nominate party, and adjust the Mediatorlist as mutually agreed upon. If neither Party applies to CEDR to nominate All fees and expenses of the Mediator mediator shall be divided equally between the Union and the appropriate institution (or an application to CEDR by the Board if the grievance is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdictiona system wide grievance). If Except by the Parties are unable mutual agreement of the parties, the mediator cannot serve as the arbitrator of that grievance if the matter proceeds to reach Step V. As a settlement in general guideline, the negotiations at parties will typically schedule three grievances per mediation session. By mutual agreement, the parties may address more or fewer grievances. Not less than thirty (30) calendar days before a scheduled mediation, and only if the Parties so request and parties shall mutually agree on the Mediator agrees, specific grievances to be mediated at a scheduled mediation. Both parties shall ensure that their mediation representatives have the Mediator shall produce for the Parties authority to enter into a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what All statements made by the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in parties at the mediation shall be confidential and for settlement purposes only and shall not be legally binding until it has been reduced to writing and signed by, admissible at any subsequent arbitration under this Article or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)any other proceeding. The Mediator mediator shall assist not testify about the Parties mediation in recording the outcome of the mediationany arbitration conducted under this Article or in any other proceeding. The costs of any mediation procedure used mediator shall not have the power to resolve impose a settlement on the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesparties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator dispute is not resolved within thirty (30) Working Days from service days after the referral of the dispute to senior executives, or if no meeting of senior executives has taken place within fifteen (15) days after such referral, either Party may request that the matter be submitted to non-binding mediation. If the other Party agrees, the mediation will be conducted in accordance with the Construction Industry Arbitration Rules and Mediation Procedures (Including Procedures for Large, Complex Construction Disputes) of the AAA, as amended and effective on the date a Party requests mediation, and except as modified in this Section 24 (the “Mediation Procedures”). The Party requesting the mediation, may commence the mediation process with AAA by notifying AAA and the other Party in writing (“Mediation Notice”) of such Party's desire that the dispute be resolved through mediation, including therewith a copy of the Dispute Notice then either Party and the response thereto, if any, and a copy of the other Party's written agreement to such mediation. The mediation shall be conducted through, by and at the office of AAA located in Salt Lake City, Utah. The mediation shall be conducted by a single mediator. The Parties may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)select any mutually acceptable mediator. If the Parties are cannot agree on a mediator within five (5) days after the date of the Mediation Notice, then the AAA's arbitration administrator shall send a list and resumes of three (3) available mediators to the Parties, each of whom shall strike one name, and the remaining person shall be appointed as the mediator. If more than one name remains, either because one or both Parties have failed to respond to the AAA's arbitration administrator within five (5) days after receiving the list or because one or both Parties have failed to strike a name from the list or because both Parties strike the same name, the AAA's arbitration administrator will choose the mediator from the remaining names. If the designated mediator shall die, become incapable or, unwilling to, or unable to reach a settlement in the negotiations at serve or proceed with the mediation, and only if the Parties so request and the Mediator agrees, the Mediator a substitute mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (appointed in accordance with the Variation Procedure where appropriate)selection procedure described above in this Section 24.2.1, and such substitute mediator shall have all such powers as if he or she has been originally appointed herein. The Mediator mediation shall assist consist of one or more informal, non-binding meetings between the Parties and the mediator, jointly and in recording separate caucuses, out of which the outcome mediator will seek to guide the Parties to a resolution of the mediationDispute. The mediation process shall continue until the resolution of the dispute, or the termination of the mediation process pursuant to Section 24.2.1(f). The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 mediation, including fees and expenses, shall be shared borne equally by the Parties. All verbal and written communications between the PartiesParties and issued or prepared in connection with this Section 24 shall be deemed prepared and communicated in furtherance, and in the context, of dispute settlement, and shall be exempt from discovery and production, and shall not be admissible in evidence (whether as admission or otherwise) in any litigation or other proceedings for the resolution of the dispute. The initial mediation meeting between the Parties and the mediator shall be held within twenty (20) days after the Mediation Notice. Either Party may terminate the mediation process upon or after the earlier to occur of (i) the failure of the initial mediation meeting to occur within twenty (20) days after the date of the Mediation Notice, (ii) the passage of thirty (30) days after the date of the Mediation Notice without the dispute having been resolved, or (iii) such time as the mediator makes a finding that there is no possibility of resolution through mediation. All deadlines specified in this Section 24.2.1 may be extended by mutual agreement.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Framework Schedule 1118, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation and where mediation is not agreed, the Parties may proceed to arbitration or litigation in accordance with this Framework Schedule 18. Where the Parties agree to mediation. The , the Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Framework Schedule 1118, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Framework Schedule 1118; or arbitration, as prescribed in paragraph 6 of this Call Off Framework Schedule 1118; or litigation in accordance with Clause 57 49 of this Call Off Contract Framework Agreement (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the procedure for variations under Clause 19.1 (Variation Procedure Procedure) where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Framework Schedule 11 18 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is servedAt any step following the Informal Discussion in the grievance process, the Parties Union or Management may request mediation, by letter to the department’s personnel officer or designated union representative. Within ten (10) business days of receipt of a request for mediation, the receiving party shall either return the request without action or request that the Employee Relations Board appoint a mediator. The Employee Relations Board shall attempt to resolve obtain the Dispute services of a mediator from the State Mediation and Conciliation Service. If a State mediator is unavailable, Union and Management may jointly agree to a mediator selected by way the Executive Director of mediationthe Employee Relations Board. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or fees of such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 mediator shall be shared equally between by Union and Management. The primary effort of the Partiesmediator shall be to assist the parties in settling the grievance in a mutually satisfactory fashion. The mediation procedure shall be informal, i.e., court reporters shall not be allowed, the rules of evidence shall not apply, and no formal record shall be made. The mediator shall determine whether witnesses are necessary in the conduct of the proceedings. If settlement is not possible, the mediator may be requested to provide the parties with an immediate oral opinion as to how the grievance would be decided if it went to arbitration. Such opinion shall be advisory only. Upon mutual agreement of the parties, the mediator may be requested to furnish such opinion in writing, along with a brief statement of the reasons for the opinion. Such opinion shall not be used during any subsequent arbitration. Notwithstanding the above, and Section 4.865 of the Employee Relations Ordinance, the parties may mutually agree to accept the opinion of the mediator as binding. If mediation does not resolve the issue, the grievant has ten (10) business days to file an appeal to the next level in the procedure.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if In the event that a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator has not been resolved within thirty (30) Working Days from service days of the receipt of a CEO Negotiation Request in accordance with Section 7.3, or within such longer period as the Parties may agree to in writing, then such Dispute Notice shall, upon the written request of a Party (the “Mediation Request”), be submitted to mandatory mediation in accordance with the International Institute for Conflict Prevention & Resolution (“CPR”) Mediation Procedure (the “Procedure”) then either in effect, except as modified herein. The mediation shall be held in (i) Minnesota, or (ii) such other place as the Parties may mutually agree in writing (which may include a videoconference option). The parties shall have fifteen (15) days from receipt of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within fifteen (15) days of receipt of a Mediation Request, then any Party may apply request (on written notice to CEDR to nominate the Mediatorother Party) that CPR appoint a mediator in accordance with the Procedure. If neither Party applies the Dispute has not been resolved within thirty (30) days of the appointment of a mediator, or within such longer period as the Parties may agree to CEDR in writing (the “Mediation Period”), and such Dispute relates to nominate the Mediator matters under one or an application more Transaction Agreements but does not relate to CEDR is unsuccessful under paragraph 4.2 of matters governed by this Call Off Schedule 11Agreement, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or commence litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable Section 10.2; provided, however, that if one Party fails to reach a settlement participate in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (other Party may commence litigation in accordance with Section 10.2 prior to the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome expiration of the mediation. The costs Mediation Period; provided, further, that neither Party may, under any circumstance, commence litigation with respect to (a) any PFAS Liabilities, (b) any Trade Secrets, (c) any disputes relating to matters governed by this Agreement, (d) the manufacture, use, distribution or supply of PFAS or of products containing PFAS, in each case relating to any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Ancillary Agreement or (e) any other matters described on Schedule 11 shall be shared equally between the Parties7.4.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11The procedure for mediation shall be as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Customer and the Supplier or, if they are unable to agree upon the identity of the Mediator within ten (10) Working Days after a request by one Party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Notice is served, Resolution (“CEDR”) to appoint a Mediator; the Parties Customer and the Supplier shall attempt within ten (10) Working Days of the appointment of the Mediator meet with him in order to resolve agree a programme for the Dispute by way exchange of mediationall relevant information and the structure to be adopted for negotiations to be held. The Parties may follow at any stage seek assistance from the CEDR's Model Mediation Procedure which is current at the time CEDR to provide guidance on a suitable procedure; all negotiations connected with the Dispute Notice is served (or such other version as and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties may agree) or a mediation procedure in any future proceedings; in the event that is agreed between the Parties. If Customer and the Parties are unable to agree Supplier reach agreement on the joint appointment of a Mediator within thirty (30) Working Days from service resolution of the Dispute Notice then Dispute, the agreement shall be reduced to writing and shall be binding on both Parties once it is signed by the Customer’s Manager and the Supplier’s Director; failing agreement, either Party the Customer or Supplier may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Agreement without the prior written consent of both Parties; the Customer and signed bythe Supplier shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both Parties unless otherwise directed by the Mediator; work and activity to be carried out under this Agreement shall not cease or be delayed during the mediation process; and in the event that the Customer and the Supplier fail to reach agreement in the structured negotiations referred to in Clause 22.9.2 within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any Dispute between them may, subject to the Parties (agreement of both Parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesClause 22.10.

Mediation. Pursuant Subject to paragraph 2.1.3 of this Call Off Schedule 11, if a the Parties’ mutual agreement to mediate the Dispute Notice is servedpursuant to Section 29.1 (Informal Dispute Resolution), the Parties shall attempt agree to resolve retain the Dispute by way services of mediationa mutually acceptable Third Party mediator to mediate the resolution of the Dispute. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as Unless the Parties may agreeotherwise agree in writing, the mediator will be resident in the city in which the University is situated, and all meetings regarding the mediation will be held either by video or telephone conference or by in-person meetings held in such city. No Party will unreasonably withhold acceptance of a mediator, and the selection of a mediator will be made within 15 business days following the delivery of the Notice to Mediate pursuant to Section 29.1 (Informal Dispute Resolution) or a mediation procedure that is agreed between the Partiesabove. If a mediator is not appointed, or if, following the Parties are unable to agree on the joint appointment of a Mediator mediator, the Dispute is not resolved within thirty (30) Working Days from service days, or such extended period that the Parties may agree to in writing, after the delivery of the Dispute Notice to Mediate, then (i) if the matter involves the determination of the applicable percentages under Section A3.8, the matter shall be resolved by binding arbitration under Section 29.3, and (ii) if the matter does not involve the determination of the applicable percentages under Section A3.8, neither Party will be required to pursue arbitration under Section 29.3 and either Party may apply pursue any options available to CEDR them under this Agreement and/or commence litigation pursuant to nominate Section 29.4 (Litigation) below. To the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf offullest extent permitted by law, the Parties (agree to maintain the mediation proceedings in accordance confidence; and share the costs of the mediator and the mediation facilities equally. To the fullest extent permitted by law, the Parties agree to maintain the mediation proceedings in confidence; and share the costs of the mediator and the mediation facilities equally, although each Party will bear the costs of its presentation including without limitation its attorneys’ fees and fees associated with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs production of any information for such presentation. All communications during the mediation procedure used referred to resolve in this Section 29.2 including any documents or information prepared and exchanged solely for the Dispute under this paragraph 4 purposes of this Call Off Schedule 11 shall that mediation, will be shared equally between the Partiesconsidered to be “without prejudice” and will not be admissible in any subsequent litigation.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Framework Schedule 1118, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation and where mediation is not agreed, the Parties may proceed to arbitration or litigation in accordance with this Framework Schedule 18. Where the Parties agree to mediation. The , the Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Framework Schedule 1118, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Framework Schedule 1118; or arbitration, as prescribed in paragraph 6 of this Call Off Framework Schedule 1118; or litigation in accordance with Clause 57 49 of this Call Off Contract Framework Agreement (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the procedure for variations under Clause 16.1 (Variation Procedure Procedure) where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Framework Schedule 11 18 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11To the fullest extent permitted by applicable law, if a Dispute Notice is serveddispute or potential dispute arises out of or relates to this Agreement, and if the dispute cannot be settled through negotiation, then, before resorting such remedies as may be available to them, the Parties dispute shall attempt be referred to resolve mediation at the Dispute by way request of mediationeither Party. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as shall retain a mediator to aid the Parties may agree) or a mediation procedure that is agreed between in their discussions and negotiations by informally providing advice to the Parties. If a mediator cannot be agreed upon by the Parties are unable to agree on within ten (10) days after the joint appointment of a Mediator within date that is thirty (30) Working Days from service days following delivery of the Dispute Notice request for mediation, then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 each of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach shall nominate a settlement in the negotiations at the mediationmediator, and only if those two mediators will select a third mediator who shall act as the mediator for such dispute. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all or by other agreement of the circumstancesParties. Any settlement reached in Costs of the mediation shall be borne equally by the Parties, except that each of the Parties shall be responsible for its own expenses. Mediation efforts shall terminate at the request of either of the Parties given no earlier than sixty (60) days after the selection of the first mediator. The requirement for mediation shall terminate as to any dispute or potential dispute if a Party shall give to the other Party a notice stating that its position on the dispute or potential dispute is firm and the other Party does not respond with a request for mediation within three (3) days of its receipt of the notice. The foregoing notwithstanding, (a) compliance with this Section shall only be legally binding until it has been reduced a prerequisite to writing the initiation of litigation or the giving by a Party of optional notice of termination of this Agreement, and signed by(b) this Section shall cease to apply to any dispute if a Party fails to nominate a mediator within ten (10) Business Days of being required to do so, or on behalf of, the Parties two mediators fail to select the third mediator within ten (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome 10) Business Days of the mediation. The costs of any mediation procedure used being required to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesdo so.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice In the event any Participant believes another Participant is servedin default or is in material breach, the Parties Participants shall attempt make a good faith effort to negotiate and informally resolve the Dispute by way issues in dispute prior to terminating this Agreement. In the event of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed an impasse between the PartiesParticipants in reaching any mutual agreement mandated by this Agreement, the Participants shall make good faith efforts to negotiate and informally resolve the issue in dispute (the “Claim”). If the Parties are unable Participants do not resolve the Claim through negotiation within 30 days of the date of the notice of default, the Participants agree to agree on submit the joint appointment claim to mediation pursuant to the following process: The non-defaulting Participant (the “Claimant”) shall have thirty (30) additional days within which to submit the Claim to mediation under the auspices of a Mediator any dispute resolution center or other such independent agency providing similar services upon which the Participants may mutually agree. If Claimant does not submit the claim to mediation within thirty (30) Working Days days after notice of default, Claimant shall be deemed to have waived the claim, and the defaulting Participant (the “Respondent”) shall be released and discharged from service any and all liability to Claimant on account of such claim; provided, nothing herein shall release or discharge Respondent from any liability to Persons not a Participant to the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)foregoing proceedings. If the Parties Participants do not settle the Claim within thirty (30) days after submission of the matter to the mediation process, or within such time as determined reasonable or appropriate by the mediator, the mediator shall issue a notice of termination of the mediation proceedings. Such notice shall set forth when and where the Participants met, that the Participants are unable to reach a settlement in the negotiations at the mediationan impasse, and only if the Parties so request date that mediation was terminated. If settlement does not occur and the Mediator agreesmediation is terminated, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in Participants may pursue any and all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing actions at law and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute equity permitted under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between Agreement subject to the Partiesright to notice and cure as provided in Section 4.13.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Framework Schedule 1118, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation and where mediation is not agreed, the Parties may proceed to arbitration or litigation in accordance with this Framework Schedule 18. Where the Parties agree to mediation. The , the Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Framework Schedule 1118, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Framework Schedule 1118; or arbitration, as prescribed in paragraph 6 of this Call Off Framework Schedule 1118; or litigation in accordance with Clause 57 139 of this Call Off Contract Framework Agreement (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the procedure for variations under Clause 19.1 (Variation Procedure Procedure) where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Framework Schedule 11 18 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if If a Dispute Notice is servednot resolved by negotiation as provided in Section 5(b) within 45 days from the delivery of the Initial Notice, then either party may submit the Dispute for resolution by mediation pursuant to the CPR Institute for Dispute Resolution (the “CPR”) Model Mediation Procedure as then in effect. The parties shall (i) conduct the mediation in Chicago, Illinois, and (ii) select a mutually agreeable mediator from the CPR Panels of Distinguished Neutrals in the selected location. If the parties are unable to agree upon a mediator, the Parties parties agree that CPR shall attempt select a mediator from its panels consistent with its mediation rules. The parties shall agree to a mutually convenient date and time to conduct the mediation; provided that the mediation must occur within 30 days of the request unless a later date is agreed to by the parties in writing. Each party shall bear its own fees, costs and expenses and an equal share of the expenses of the mediation. Each party shall designate an individual to have full and complete authority to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable and to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed represent its interests in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agreeseach party may, the Mediator shall produce for the Parties a non-binding recommendation on terms in its sole discretion, include any number of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached other representatives in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, process. At the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome commencement of the mediation, either party may request to submit a written mediation statement to the mediator. If a Dispute is not resolved by mediation pursuant to this section, the parties are free to pursue any relief not inconsistent with this Agreement. The costs parties agree that mediation pursuant to this section must precede the commencement of any mediation procedure used formal action regarding a dispute, e.g., litigation, except that nothing in this provision will prohibit a party from seeking any injunctive relief to resolve which it may be entitled. Nothing in this provision will prohibit a party from arguing that a failure to timely seek injunctive relief by the Dispute under this paragraph 4 other demonstrates that there is no reasonable threat of this Call Off Schedule 11 shall be shared equally between the Partiesimmediate harm.

Mediation. Pursuant to paragraph 2.1.3 If the written decision at Step 3 does not settle the grievance, within ten (10) calendar days of this Call Off Schedule 11, if a Dispute Notice is servedreceipt of such response, the Parties grievant and Union jointly may request mediation by letter to the Employee Relations Officer. This step is optional. Either the grievant/Union or Management may waive mediation and proceed directly to arbitration. Within ten (10) calendar days of receipt of a request for mediation, the Employee Relations Officer shall either return the request without action or request that the Employee Relations Board appoint a mediator. The Employee Relations Board shall attempt to resolve obtain the Dispute services of a mediator from the State Mediation and Conciliation Service. If a State mediator is unavailable, Union and Management may jointly agree to a mediator selected by way the Executive Director of mediationthe Employee Relations Board. The Parties may follow fees of such mediator shall be shared equally by Union and Management. The primary effort of the CEDR's Model Mediation Procedure which is current at mediator should be to assist the time parties in settling the Dispute Notice is served (or such other version as the Parties may agree) or grievance in a mutually satisfactory fashion. The mediation procedure that is agreed between shall be informal. Court reporters shall not be allowed to be present, the Partiesrules of evidence shall not apply and no record shall be made. The mediator shall determine whether witnesses are necessary in the conduct of the proceedings. If settlement is not possible, the Parties are unable mediator may be requested to agree on provide the joint appointment of a Mediator within thirty (30) Working Days from service parties with an immediate oral opinion as to how the grievance would be decided if it went to arbitration. Such opinion shall be advisory only. Upon mutual agreement of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agreesparties, the Mediator shall produce mediator may be requested to furnish such opinion in writing, along with a brief statement of the reasons for the Parties a non-binding recommendation on terms of settlementopinion. This shall not attempt to anticipate what a court might order but shall set out what Such opinion as well as anything said by the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the parties during mediation shall not be legally binding until it has been reduced used during any subsequent arbitration. Notwithstanding the [Return to writing Table of Contents] above, and signed by, or on behalf ofSection 4.865 of the Employee Relations Ordinance, the Parties (in accordance with parties may, upon mutual agreement, agree to accept the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome opinion of the mediation. The costs mediator as binding, in lieu of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesarbitration.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11The procedure for mediation shall be as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Customer and the Supplier or, if they are unable to agree upon the identity of the Mediator within ten (10) Working Days after a request by one Party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Notice is served, Resolution (“CEDR”) to appoint a Mediator; the Parties Customer and the Supplier shall attempt within ten (10) Working Days of the appointment of the Mediator meet with him in order to resolve agree a programme for the Dispute by way exchange of mediationall relevant information and the structure to be adopted for negotiations to be held. The Parties may follow at any stage seek assistance from the CEDR's Model Mediation Procedure which is current at CEDR to provide guidance on a suitable procedure. Unless otherwise agreed by the time Customer and the Supplier, all negotiations connected with the Dispute Notice is served (or such other version as and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties may agree) or a mediation procedure in any future proceedings. In the event that is agreed between the Parties. If Customer and the Parties are unable to agree Supplier reach agreement on the joint appointment of a Mediator within thirty (30) Working Days from service resolution of the Dispute Notice then Dispute, the agreement shall be reduced to writing and shall be binding on both Parties once it is signed by the Customer Director and the Supplier’s General Manager. Failing agreement, either Party the Customer or Supplier may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Agreement without the prior written consent of both Parties. The Customer and signed bythe Supplier shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both Parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Agreement shall not cease or be delayed during the mediation process. In the event that the Customer and the Supplier fail to reach agreement in the structured negotiations referred to in sub-clause 22.9.2 within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any Dispute between them may, subject to the Parties (agreement of both Parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesClause 22.16.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11To the fullest extent permitted by applicable law, if a Dispute Notice is serveddispute or potential dispute arises out of or relates to this Agreement, and if the dispute cannot be settled through negotiation, then, before resorting such remedies as may be available to them, the Parties dispute shall attempt be referred to resolve mediation at the Dispute by way request of mediationeither Party. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as shall retain a mediator to aid the Parties may agree) or a mediation procedure that is agreed between in their discussions and negotiations by informally providing advice to the Parties. If a mediator cannot be agreed upon by the Parties are unable to agree on within ten (10) days after the joint appointment of a Mediator within date that is thirty (30) Working Days from service days following delivery of the Dispute Notice request for mediation, then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 each of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach shall nominate a settlement in the negotiations at the mediationmediator, and only if those two mediators will select a third mediator who shall act as the mediator for such dispute. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all or by other agreement of the circumstancesParties. Any settlement reached in Costs of the mediation shall be borne equally by the Parties, except that each of the Parties shall be responsible for its own expenses. Mediation efforts shall terminate at the request of either of the Parties given no earlier than sixty (60) days after the selection of the first mediator. The requirement for mediation shall earlier terminate as to any dispute or potential dispute if a Party shall give to the other Party a notice stating that its position on the dispute or potential dispute is firm and the other Party does not respond with a request for mediation within three (3) days of its receipt of the notice. The foregoing notwithstanding, (a) compliance with this Section shall only be legally binding until it has been reduced a prerequisite to writing the initiation of litigation or the giving by a Party of optional notice of termination of this Agreement, and signed by(b) this Section shall cease to apply to any dispute if a Party fails to nominate a mediator within ten (10) Business Days of being required to do so, or on behalf of, the Parties two mediators fail to select the third mediator within ten (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome 10) Business Days of the mediation. The costs of any mediation procedure used being required to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesdo so.

Mediation. Pursuant A proper and timely appeal of the Claims Examiner’s decision shall be submitted to paragraph 2.1.3 non-binding mediation within fifteen (15) Days following all parties’ receipt of this Call Off Schedule 11the notice of appeal and such appeal shall be reviewed by the mediator de novo. The presiding mediator shall be an individual mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case each party shall select a temporary mediator and the temporary mediators shall jointly select a presiding mediator. Owner and Contractor shall pay their own costs and expenses and the cost of the mediator shall be split equally between the two parties. The schedule, time and place for mediation will be mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case the mediation venue shall be at or in close proximity to the Site. SAMPLE Owner and Contractor acknowledge and agree that, subject to Claim Preservation as set forth below, participation in mediation shall be a prerequisite to litigation of any Contract Documents disputes. Owner and Contractor shall use best efforts in good faith to resolve through the mediation process all Major Claims within sixty (60) Days of the commencement of such mediation (the “Mediation Period”). However, if the presiding mediator fails to issue its decision on one or more of the issues presented within ninety (90) Days of the commencement of such mediation, the parties shall have the option to file a lawsuit in accordance with Section 12.2.4 below and adjudicate those undecided issues, notwithstanding the requirement to mediate as a condition precedent to filing suit. Additionally, if a Dispute Notice is servedlawsuit must be filed within the Mediation Period in order to preserve a cause of action (a “Claim Preservation”), Owner and Contractor agree that they will nevertheless proceed diligently to mediate the Claim to its conclusion prior to actively prosecuting the lawsuit. As such, Owner and Contractor shall seek from the Court presiding over the Claim Preservation lawsuit such stays and extensions, including the filing of an answer, as may be necessary to mediate effectively. Further, if during the Mediation Period Owner and Contractor settle any issues, the Parties plaintiff in the Preservation Claim lawsuit shall attempt promptly cause the Court to resolve enter a stipulated general judgment of dismissal with prejudice, or other appropriate order, limiting the Dispute by way remaining scope of mediationlitigation. The Parties parties agree to comply with Owner’s Standard Requirements, which may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties include but are unable not limited to agree on the joint appointment confidentiality of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt promptly sign all documents necessary to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced give effect to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiessuch requirements.

Mediation. Pursuant The following provisions shall apply to paragraph 2.1.3 of this Call Off Schedule 11mediation: a neutral adviser or mediator (the "Mediator") shall be chosen by agreement between the Parties or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on the joint appointment of a Mediator within thirty ten (3010) Working Days from service of after a request by one Party to the Dispute Notice then other, or if the Mediator agreed upon is unable or unwilling to act, either Party may apply to the Centre for Effective Dispute Resolution ("CEDR") to appoint a Mediator; the Parties shall, within ten (10) Working Days of the appointment of the Mediator, meet with him to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The Parties may at any stage seek assistance from CEDR to nominate provide guidance on a suitable procedure; all negotiations connected with the Mediator. If neither Party applies Dispute and any settlement agreement relating to CEDR it shall be conducted in confidence and without prejudice to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 rights of this Call Off Schedule 11the Parties in any future proceedings; if the Parties reach agreement on the resolution of the Dispute, the agreement shall be made in writing and, when signed by both Parties, shall be binding on them; failing agreement, either Party may proceed to: hold further discussions invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of both Parties; each Party shall each bear its own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by the Parties unless otherwise directed by the Mediator; each Party shall continue to comply with its obligations under this Agreement during the mediation process; and if the Parties fail to reach agreement in the structured negotiations referred to in this Clause 29.7 within forty (40) Working Days of the Mediator being appointed, or such longer period as may be agreed, then any Dispute between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation them may be referred to arbitration in accordance with Clause 57 29.8. Arbitration The following provisions will apply to arbitration: if a Dispute is not resolved pursuant to Clause 29.7 a Party may, at any time before court proceedings are commenced, refer the matter to arbitration by giving written notice to the other Party which states: that the Dispute is referred to arbitration; and a brief summary of the subject of the Dispute. the Arbitration Xxx 0000 shall govern the arbitration, which shall take place under the procedural rules of the London Court of International Arbitration; the arbitrator shall have the power to make provisional awards as provided for in section 39 of the Arbitration Xxx 0000; except as required by law in judicial proceedings or by agreement, the arbitration process and anything said, done or produced in or in relation to the arbitration process, including any awards, shall be confidential between the arbitrator, the Parties, their legal representatives and any person necessary to the conduct of the proceedings; and each Party shall each bear its own costs in any arbitration and the fees and all other costs of the arbitrator shall be borne jointly in equal proportions by both Parties unless otherwise directed by the arbitrator. Dispute Resolution Procedure (CROWN) Any dispute, difference or disagreement ("Dispute") between the Parties relating to this Call Off Contract (Governing Law and Jurisdiction)Agreement shall be dealt with in accordance with this Clause 30. Clause 30.1 shall not prevent termination in accordance with this Agreement. All Disputes between the Parties shall in the first instance be referred to the duly authorised representative of each Party for their consideration with a view to making a decision in relation to the Dispute. If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used respective representatives fail to resolve the Dispute under this paragraph 4 within ten (10) Working Days of this Call Off Schedule 11 it being referred to them: it shall be shared equally between referred to the Parties.Customer's [ ] and the Authority's [ ] respectively for their consideration with a view to making a decision in relation to the Dispute. If the respective General Manager and the Authority's Director fail to resolve the Dispute within ten (10) Working Days of it being referred to them; it shall be referred to the Customer’s [ ] and the Authority's [ ] respectively for their consideration with a view to making a decision in relation to the Dispute. If any particular manager referred to in Clause 30.3 does not exist or is not available, then the relevant Party shall be able to refer the Dispute to another suitable alternative manager of similar status and authority. If a Dispute cannot be resolved by the Parties in accordance with Clause 30.3.2 within a maximum of ten (10) Working Days after referral, the Dispute shall be further referred to the Attorney General for resolution. [Note: include appropriate job titles ] ANNEX ONE - COMMISSION [ NOTE: TO BE CONFIRMED BY CCS ] The Commission shall be calculated as follows: ENERGY PRODUCT PRICE Gas: (Between 0 and 500,000 kWh) (500,001 kWh +) £[ ] per Site per annum £[ ] per Site per annum Electricity: Metered supply (a) Non Half Hourly Electricity Products (metered) (i) Profile Class 01 & 02 (ii) Profile Classes 03-08 (b) Half Hourly Electricity Products (metered) Unmetered supply (a) Half Hourly Electricity Products (unmetered) (b) Non Half Hourly Electricity Products (unmetered) £[ ] per mpan per annum £[ ] per mpan per annum £[ ] per mpan per annum £[ ] per MPAN per annum £[ ] per MPAN per annum The mechanism for calculating the Commission may be varied from time to time during the Contract Period, as notified by the Authority to the Customer. The Parties acknowledge and agree that the Commission may also include amounts owed by the Customer to third parties, including Crown Bodies, in consideration of the provision by such parties to the Customer of services including procurement services. ANNEX TWO – INDICATIVE FORM OF ENERGY PRODUCT REQUEST [ Note: to be provided by CCS ] Signed for and on behalf of the Authority By : …………………………………….. Name : Title : Date : Where executed electronically, tick the box [ ] Signed for and on behalf of the Customer By : …………………………………….. Name : Title : Date :

Mediation. Pursuant If the Customer Contract Dispute has not been resolved by negotiation as provided in Section 6.27(a), the parties shall make a good faith attempt to paragraph 2.1.3 settle the Customer Contract Dispute by mediation pursuant to the provisions of this Call Off Schedule 11Section 6.27(b) before resorting to litigation or any other dispute resolution procedure. Unless the parties agree otherwise, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing conducted in New York, New York, and signed by, or on behalf of, the Parties (shall be conducted in accordance with the Variation Procedure where appropriate)Commercial Mediation Rules of the American Arbitration Association then in effect. Unless the parties agree otherwise, the mediator shall be a neutral and impartial lawyer with excellent academic and professional credentials who is or has been practicing law for at least 10 years, specializing in either general commercial litigation or general corporate and commercial matters. The Mediator costs of the mediation shall assist be split equally between the Parties in recording Buyer on the outcome one hand and the Seller on the other hand, unless an alternative arrangement is agreed to as part of the mediation. The costs Buyer on the one hand or the Seller on the other (in either case, the “Initiating Party”) may initiate mediation of any mediation procedure used the Customer Contract Dispute by giving the other party (the “Recipient Party”) written notice (a “Mediation Notice”) setting forth a list of the names and resumes of qualifications and experience of three impartial persons who the Initiating Party believes would be qualified as a mediator pursuant to resolve the Dispute under this paragraph 4 provisions of this Call Off Schedule 11 Section 6.27(b). If the Initiating Party and the Recipient Party cannot agree on a mediator from the three impartial nominees submitted by the Initiating Party or otherwise cannot agree on another impartial mediator within 10 days after the Recipient Party’s receipt of the Mediation Notice, then the Recipient Party shall designate a person who the Recipient Party believes would be qualified as a mediator under the provisions of this Section 6.27(b), and the Initiating Party shall designate one of the three impartial persons initially selected by the Initiating Party, and the two persons so designated shall select a third person qualified as a mediator under the provisions of this Section 6.27(b), which third person shall serve as the mediator. Within 30 days after the mediator has been selected as provided above, the parties and their respective attorneys, if any, shall meet with the mediator for one mediation session of at least four hours. If the Customer Contract Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, any party may give the other party and the mediator a written notice declaring the mediation process at an end (a “Termination Notice”). Following delivery of a Termination Notice, the parties shall be shared equally between free to pursue all of their rights and remedies related to the Partiessubject matter of the Customer Contract Dispute in a court of competent jurisdiction. All conferences and discussions which occur in connection with the mediation conducted pursuant to this Agreement shall be deemed settlement discussions, and nothing said or disclosed, nor any document produced, which is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.

Mediation. Pursuant If the dispute has not been resolved by negotiation in accordance with Section 11.5(a), then the parties shall proceed to paragraph 2.1.3 mediation unless the parties at the time of this Call Off Schedule 11the dispute agree to a different timeframe. A “Notice of Mediation” shall be served, signifying that the Negotiation was not successful and to commence the mediation process. The parties shall agree on a mediator; however, if they cannot agree within fourteen (14) calendar days then Customer and Consultant shall each select a Dispute Notice is served, mediator and such mediators shall together unanimously select a neutral mediator who shall conduct the Parties shall attempt to resolve the Dispute by way of mediation. The Parties mediation session shall be held within forty-five (45) days of the retention of the mediator, and last for at least one (1) full mediation day, before any party has the option to withdraw from the process. The parties may follow agree to continue the CEDR's Model Mediation Procedure which mediation process beyond one (1) day, until there is current at a settlement agreement, or the time mediator states that there is no reason to continue because of an impasse that cannot be overcome and sends a “notice of termination of mediation.” All reasonable efforts will be made to complete the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service days of the Dispute Notice then either Party may apply to CEDR to nominate first mediation session. During the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 course of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if no party can assert the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties failure to fully comply with Section 11.5(a) as a non-binding recommendation on terms of settlement. This shall reason not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced proceed or to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of delay the mediation. The costs service of the Notice of Mediation shall stay the running of any mediation procedure used to resolve applicable statute of limitations regarding the Dispute until thirty (30) days after the parties agree that the mediation is concluded or the mediator issues a Notice of Impasse. Each side shall bear an equal share of the mediation costs unless the parties agree otherwise. All communications, both written and oral, during the parties’ efforts under this paragraph 4 of this Call Off Schedule 11 Sections 11.5(a) and 11.5(b) are confidential and shall be shared equally between treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the Partiesordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process. The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.

Mediation. Pursuant to paragraph 2.1.3 If, within thirty calendar days of this Call Off Schedule 11, if the receipt of notice of a Dispute Notice is servedby a Party, the Parties shall attempt to resolve Dispute is not settled through Walmart’s open door policy, then either Party may refer the Dispute to a neutral party (“Mediator”).The Parties will, within ten days after such referral, designate a Mediator who will be available to the Parties to assist and recommend to the Parties the resolution of any Dispute. The Mediator will be selected mutually by way the Parties. The Mediator should be experienced with the kind of business involved in the Parties’ relationship, and should have no conflicts of interest with either of the Parties or have a relationship with either Party that would influence the Mediator’s impartiality. The Mediator shall have disclosed to the Parties any relationship with either Party that might reasonably give rise to a claim that the Mediator is impaired or biased as to any matters that are subject to mediation. The Parties will initially brief the Mediator about the nature, scope and purposes of their business relationship and equip the Mediator with copies of basic contract documents. As soon as a Dispute is submitted to the Mediator, the Mediator will set an early date for a conference at which each Party will be given an opportunity to present evidence, but in any event within thirty days of submission of the Dispute to the Mediator. The proceedings should be informal and the Parties will not make a recording of the mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current have representatives at the time the Dispute Notice is served (or such other version as mediation. The Mediator may ask questions of the Parties may agree) and witnesses, but should not during the mediation express any opinion concerning the merits of any facet of the matter under consideration. After the mediation, the Mediator will deliberate and issue a written recommendation on the Dispute. Within ten days of receiving the recommendation, each Party will respond by either accepting or a mediation procedure rejecting the Mediator’s recommendation. Failure to respond means that is agreed between the PartiesParty accepts the recommendation. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11remains unresolved, either Party may proceed to: hold further discussions between Senior Officers; appeal back to the Mediator, or an Expert determination, as prescribed in paragraph 5 resort to other methods of this Call Off Schedule 11; settlement or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)litigation. If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and Manager shall pay the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing compensation and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)other reasonable costs. The Mediator shall assist the Parties in recording the outcome of the mediation. The costs location of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall Mediation will be shared equally between the PartiesChicago, Illinois.

Mediation. Pursuant In the event of any dispute or difference of opinion arising out of or relating to paragraph 2.1.3 this Contract, including but not limited to the formation, interpretation, performance or breach of this Call Off Schedule 11Contract, if a Dispute Notice is servedwhether such dispute arises before or after the expiration of this Contract, the Parties Company and the Subscribing Reinsurer may mutually agree in writing that, prior to or at any time during an arbitration proceeding, they will submit such dispute or difference of opinion to non-binding mediation which will be held at a location mutually agreed by the parties. The parties agree that any non-binding mediation conducted during any stage of an arbitration process shall attempt be conducted concurrently with such arbitration process, and that the arbitration process or proceedings shall not be stayed unless both the Company and the Subscribing Reinsurer otherwise agree. Each party shall submit a list of not more than four (4) potential mediators to resolve the Dispute by way other party within the fourteen (14) days of reaching such mutual agreement. The two parties shall then agree on the appointment on one (1) mediator from the combined lists within seven (7) days. The mediator shall be a neutral, impartial third party, without past employment or directorial relationships with the parties to the 2007 Workers’ Compensation Clash Excess of Loss Contract — January 1, 2007 mediation. The Parties may follow Such mediator shall make full disclosure of all past partisan relationships with either the CEDR's Model Mediation Procedure which is current at Company or Subscribing Reinsurer to the time the Dispute Notice is served parties within seven (7) days of his or such other version her notification that he or she has been selected as the Parties may agree) or a mediation procedure that is agreed between the PartiesMediator. If the Parties are unable to Company and the Subscribing Reinsurer cannot agree on a mediator within twenty-one (21) days from the joint appointment date of a Mediator mutual agreement to mediate, then arbitration proceedings may commence in accordance with the Arbitration Article. The mediator will schedule an initial mediation session within thirty (30) Working Days from service days of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator his or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law her appointment and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce will be responsible for the Parties a non-binding recommendation on terms formulation of settlement. This shall not attempt an agenda to anticipate what a court might order but shall set out what be distributed to the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached parties involved in the mediation shall not be legally binding until it has been reduced less than five (5) days before the mediation commences. The mediator will not have the power of enforcement of any agreement between the parties nor will the mediator have any right to writing and signed byassess any damages, or on behalf ofincluding punitive damages, to either party participating in the mediation. If, in the opinion of the mediator, the Parties (parties cannot resolve the dispute or difference of opinion, arbitration proceedings may commence in accordance with the Variation Procedure where appropriate)Arbitration Article. The Mediator In any event, the mediation shall assist conclude within sixty (60) days of its referral to the Parties mediator. Should the mediation not be resolved in recording sixty (60) days, then arbitration proceedings may commence in accordance with the outcome Arbitration Article. Each party shall bear the expense of its own representatives and shall jointly and equally bear with the other party the expenses of the mediator and the place of mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, the Parties Lessor and Lessee shall attempt to resolve settle any claim or controversy arising out of this Lease or any Site Schedule through consultation and negotiation in the Dispute by way spirit of mutual friendship and cooperation. If such attempts fail, then the dispute shall first be submitted to a mutually-acceptable neutral mediator for mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current , for a period of at the time the Dispute Notice is served least thirty (or such other version as the Parties may agree30) or a mediation procedure that is agreed between the Partiesdays. If the Parties are unable parties cannot agree upon a mediator within five (5) days of best efforts, the parties will ask J.A.M.S./Endispute to agree on appoint a mediator. Lessee shall remain obligated to pay all Rent during the joint appointment pendency of any mediation hereunder, except if any dispute subject to mediation hereunder relates to the amount of Rent owed as a result of Removed Sites or Acquired Sites, then Lessee shall only be obligated to pay the Base Rent, the Monthly Reservation Fee, and Acquired Site Rent due under Section 13(c), plus if the Site Commitment is then met, the amount of Excess Site Rent determined by the Administrative Managers as of the date most recently preceding the date that written notice of a Mediator dispute and request for mediation is provided hereunder. Lessor will not interrupt or terminate service to any Site so long as, and to the extent that, all undisputed Rent as provided for in this Section 23 is timely paid to Lessor. If such amount is not timely paid, Lessor will have the right to terminate this Lease and exercise all other rights and remedies available to it hereunder or otherwise available in law or equity. The cost of mediation or any other alternate dispute resolution agreed upon by both parties shall be shared equally by Lessor and Lessee. Any dispute which cannot be so resolved between the parties within thirty (30) Working Days from service days of the Dispute Notice then date of the initial demand by either Party may apply to CEDR to nominate party for such mediation may, unless mutually agreed otherwise by the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11parties, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what be determined by a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstancescompetent jurisdiction. Any settlement reached in the mediation The use of such a procedures shall not be legally binding until it has construed to affect adversely the rights of either party under the doctrines of laches, waiver or estoppel. Nothing in this Section 23 shall prevent either party from resorting to judicial proceedings or to seek other remedies in a court of equity if (a) good faith efforts to resolve a dispute under these procedures have been reduced to writing and signed byunsuccessful, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used b) interim resort to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesa court is necessary to prevent serious and irreparable injury to a party or to others.

Mediation. Pursuant Any dispute between the parties that arises in connection with this Agreement will be resolved by mediation. Either party shall have the right to paragraph 2.1.3 submit a disputed issue to mediation by notifying the other party in writing. Within thirty (30) days of this Call Off Schedule 11, if a Dispute Notice is servedsuch notice, the Parties parties shall exchange position papers setting forth the terms and conditions each would accept as a resolution of the dispute and, based on the position papers, attempt in good faith to resolve settle the Dispute by way dispute. If [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the parties are unable to settle the dispute within sixty (60) days of mediation. The Parties may follow such notice, the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesparties shall agree on an independent mediator. If the Parties parties are unable to agree on a single mediator, each party will name an independent mediator within ninety (90) days after such notice and the joint appointment of two named mediators will in turn name a Mediator third independent mediator within one hundred twenty (120) days after such notice. Statements by the parties supporting their respective positions will be filed with the mediator(s) within thirty (30) Working Days from service days after the parties agree on a single mediator or thirty (30) days after three mediators are named. The mediator(s) will issue a written decision within sixty (60) days thereafter setting the terms and conditions for the resolution of the Dispute Notice then either Party dispute. The mediator(s) will not be bound by the positions of the parties and may apply to CEDR to nominate the Mediatorset terms and conditions which are deemed fair, equitable and consistent with industry practice in comparable cases. If neither Party applies to CEDR to nominate the Mediator or Either party may request an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations oral hearing upon filing its statement which will take place at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all direction of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties mediator(s) within thirty (in accordance with the Variation Procedure where appropriate)30) days thereafter. The Mediator parties shall assist be bound by the Parties in recording the outcome decision of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesmediators(s).

Mediation. Pursuant to paragraph 2.1.3 If the Dispute has not been resolved by negotiation as provided under subparagraph (b) above within sixty (60) days after delivery of this Call Off Schedule 11, if a Dispute the initial Notice is servedof Dispute, the Parties shall attempt to resolve party providing the Notice of Dispute may initiate mediation for the Dispute by way of written notice to the other party(s) (the “Mediation Notice”), in which case the parties shall thereafter attempt in good faith to settle the Dispute by mediation. The Parties may follow parties will attempt to select a mediator by mutual agreement within fifteen (15) days after delivery of the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the PartiesNotice. If the Parties parties are unable to agree on upon a mediator within this fifteen (15) day period, each party shall than identify one mediator by written notice to the joint appointment other party(s) delivered within five (5) days after the expiration of such fifteen (15) day period, and the identified mediators shall, within ten (10) days after the end of such five (5) day period, jointly select a Mediator mediator who shall be appointed as mediator for the Dispute, subject to confirming that such mediator does not have a potential or actual conflict of interest that prevents the mediator from serving and subject to the mediator confirming that he/she can serve within thirty the time allowed for mediation under this subparagraph. Unless otherwise agreed by the parties, the mediation conference shall be held within sixty (3060) Working Days from service days after delivery of the Dispute Notice Mediation Notice. The mediator shall be required to abide by the Model Standards of Conduct for Mediators then either Party may apply in effect. The parties shall ensure that appropriate representatives of each party, having authority to CEDR to nominate consummate a settlement, attend the Mediatormediation conference. If neither Party applies to CEDR to nominate All expenses of the Mediator mediation, including required traveling and other expenses or an application to CEDR is unsuccessful under paragraph 4.2 charges of this Call Off Schedule 11the mediator, either Party may proceed to: hold further discussions between Senior Officersshall be borne equally by the parties unless they agree otherwise; or an Expert determinationprovided, as prescribed however, in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties event the parties are unable to reach agree mutually upon a settlement in the negotiations at the mediation, and only if the Parties so request mediator and the Mediator agreesparties use the process identified above to select a mediator, each party will be responsible for paying any amounts payable to the Mediator shall produce for the Parties a non-binding recommendation on terms mediator such party identified as part of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)that process. The Mediator expenses of participant(s) for each side shall assist be paid by the Parties party requesting the attendance of each such participant. All negotiations that occur in recording the outcome of the mediation. The costs of connection with any mediation procedure used held pursuant to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 subparagraph (c) are confidential and shall be shared equally between the Partiestreated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Mediation. Pursuant Should a Negotiation Effort fail to paragraph 2.1.3 of this Call Off Schedule 11produce a resolution within the Negotiation Period and any extension thereof, then either the Warrantholder or the Company, if wishing to further pursue resolution of the Dispute, must initiate mediation by providing to Judicial Arbitration Mediation Services ("JAMS"), or its successor, in Seattle, Washington and to the other party a Dispute Notice is servedwritten request for mediation pursuant to this Section, setting forth the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service subject of the Dispute Notice and the relief requested within fifteen (15) days of the end of the Negotiation Period and any extension thereof. A mediation (the "Mediation") shall be conducted pursuant to the mediation procedures contained in the then either Party may apply to CEDR to nominate published Commercial Arbitration Rules and Mediation Procedures of the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract American Arbitration Association (Governing Law and Jurisdiction"AAA"). If The Designated Representatives shall cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, but if the Parties are unable to reach parties cannot agree on a settlement in mediator within seven (7) days from the negotiations at date of the mediationrequest for mediation then the parties shall each select a designee from among the JAMS panel of neutrals, and only if those designees shall in turn select, from among the Parties so request and the Mediator agreesJAMS panel of neutrals, the Mediator single mediator who shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in conduct the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, (the Parties (in accordance with the Variation Procedure where appropriate"Mediator"). The Mediator shall assist the Parties in recording the outcome have experience with corporate law. The Mediation will be conducted within forty-five (45) days of the mediationexpiration of the Negotiation Period and any extension thereof unless otherwise agreed by the parties (the "Mediation Period"). The Mediator may conduct meetings or hearings in Seattle, Washington, or by telephone or teleconference, and request information from the parties as he or she deems necessary, and shall, if the matter remains unresolved through such mediation, issue written recommendations to the parties within fifteen (15) days of the end of the Mediation Period. The parties shall then confer and determine, within seven (7) days of the issuance of the mediator's written recommendations, whether the mediator's recommendations are agreeable to the Company and the Warrantholder. Each party shall bear its own costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 Mediation, and the mediator's fee shall be shared equally divided evenly between the PartiesWarrantholder and the Company. The parties agree that Federal and State Evidence Rule 408 shall apply to all statements, information and documents exchanged or discussed as part of the negotiation or mediation processes herein in any arbitration or litigation proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the Negotiation Effort or Mediation.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, the The Parties shall reasonably attempt to resolve any dispute arising between the Dispute Redeveloper and the Agency and/or the City (the City and Agency, together, and the Redeveloper, each constituting a “Party” for purposes of this Article XXI) hereto concerning any matter of performance under, or interpretation or breach of, this Agreement, or any dispute over a Change Order, by way mediation in Norwalk, Connecticut in accordance with the Construction Industry Mediation Rules of mediationthe American Arbitration Association currently in effect or as otherwise agreed by the Parties. Request for mediation by a Party shall be filed in writing with the other Party and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration, but in such event, the mediation shall proceed in advance of such arbitration, which shall be stayed pending mediation for a period of fourteen (14) days from the date of filing, unless otherwise agreed to by the Parties or for such longer period provided by court order. The Parties may follow shall each pay one-half of the CEDR's Model Mediation Procedure which is current mediator’s fee and filing fees. The mediator shall be any of the individuals listed on Exhibit NN and shall be designated in the written request of the Party requesting mediation; provided, however, that if none of the individuals listed on Exhibit NN are willing or able to serve, the mediator with respect to any construction or design matter shall have at least ten years’ experience in the construction industry and at least six years’ experience as a mediator in cases involving complex construction. Both Parties shall each have a representative present at the time mediation who has authority to bind it to a written settlement agreement subject to the Dispute Notice is served (or such other version as requirements and limitations of the charter and ordinances of the City of Norwalk. Positions and statements made by any Party during mediation may not be used against it in later proceedings if the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable fail to reach a settlement agreement during mediation. Agreements reached in the negotiations at the any mediation proceeding shall be enforceable as settlement agreements in any court having jurisdiction thereof. In no event shall any mediator be permitted to serve as an arbitrator for that or any other dispute that is not resolved pursuant to mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt unless agreed to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the by both Parties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, A party shall initiate mediation by serving written notice on the Parties shall attempt to resolve the Dispute by way of mediationother party as stated in Section 13.3 below. The Parties parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesselect any mediator mutually agreeable to them. If the Parties are unable to parties cannot agree on a mediator within fifteen (15) days, they will, within five (5) days thereafter submit a joint request for mediation to the joint appointment International Chamber of Commerce a Mediator recognized commercial arbitration body and request that an appropriate mediator with experience in resolving software development and licensing disputes be appointed. The mediation session shall occur within thirty (30) Working Days from service days of the Dispute Notice then either Party may apply selection of the mediator unless the parties mutually agree to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of extend this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediationtime, and only if the Parties so request and the Mediator agrees, the Mediator shall produce be scheduled for the Parties not less than one day. Each party agrees to send a non-binding recommendation on terms of settlement. This shall not attempt representative with full settlement authority to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs mediation shall be conducted exclusively in Nevada unless otherwise agreed by the parties. The parties agree to hold the content of the mediation in confidence and further agree that the mediator is disqualified as a litigation witness for any party to the mediation. The parties further agree that the mediation procedure used shall be considered to resolve be a form of settlement negotiations, the Dispute content of which shall not be admissible as evidence of liability in any judicial proceeding. Each party shall bear its own expenses and an equal share of the expenses of the mediator and, where applicable, the relevant arbitration body. The parties agree that any refusal to mediate under this paragraph 4 section is a breach of this Call Off Schedule 11 shall contract for which damages may be shared equally recovered in litigation between the Partiesparties. Except as provided below, if the party who ultimately prevails in any litigation institutes a court action or other adversary proceeding without first attempting mediation as required hereby, to the extent that applicable law provides. SUCH PREVAILING PARTY SHALL NOT BE ENTITLED TO ATTORNEYS’ FEES OR COSTS THAT MIGHT OTHERWISE BE AVAILABLE TO IT UNDER THIS CONTRACT OR IN COURT ACTION.

Mediation. Pursuant In the event the Parties are not able to paragraph 2.1.3 reach agreement within 60 days after the initial meeting of this Call Off Schedule 11the representatives of the Parties, any Party may, by 60-day prior written notice to the others, require submission of such dispute (including whether a Material Change of Circumstances has occurred) to an impartial mediator, to be selected by the Parties during such 60-day period, for non-binding mediation if a Dispute Notice the dispute is served, not resolved during such 60-day period. All of the Parties shall attempt participate in the mediation unless a Party opts out by written notice to resolve the Dispute other Parties. The mediator selected shall be the best qualified individual the Parties can find to mediate their differences regarding how best to accomplish the purpose set out above in Subsection 31.c, above, and/or whether a Material Change of Circumstances has occurred. Within 30 days after the mediation notice, each Party to the mediation shall notify the other Parties in writing of its nomination of up to two disinterested potential mediators, together with appropriate background information regarding each. Not later than 60 days after the mediation notice, the Racine Waterworks Commission shall conduct a meeting of representatives of the Parties, on not less than 30 days prior written notice, to select the mediator. If the Parties to the mediation are unable to agree upon a mediator by way unanimous vote, the mediator shall be selected from the panel of mediationpotential mediators nominated by the Parties. The mediator shall be selected by use of a modified alternate strike method, as follows: Each Party shall have a single vote to cast in each round of strikes against the nominated mediators. In each successive round of strikes, the nominated mediator(s) with the greatest number of strikes shall be eliminated. In the event that the last two or more nominated mediators repeatedly receive the same number of strikes, the choice between the remaining nominated mediators shall be made by the flip(s) of a coin. The Parties shall jointly retain the mediator through the Racine Utility. The Racine Waterworks Commission shall cause a written notice to be sent to each participating Party upon retention of the mediator stating the name and address of the mediator. The fees and expenses of the selected mediator shall be paid by the Racine Utility as an operational cost. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed be represented by legal counsel in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 each Party shall be shared equally between the Partiesresponsible for its own attorneys’ fees.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if To the extent a Dispute Notice is servednot resolved through the process outlined in the previous section and remains unresolved, the Parties shall attempt agree to enter into non-binding mediation to resolve the Dispute by way Dispute. Within sixty (60) calendar days, of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time issuance of the Dispute Notice is served (notice, or such other version as longer period that is mutually agreeable to the Parties, the Parties may agreeagree to identify a mutually acceptable mediator who shall mediate the Dispute. If, after making reasonable efforts to identify a mutually acceptable mediator and no later than fifty (50) or a mediation procedure that is agreed between calendar days after the Parties. If issuance of the Dispute Notice, the Parties are unable to agree identify such a mediator, the Disputing Party shall provide the non-disputing Party with a list of five (5) proposed mediators. The non-disputing Party shall have five (5) Business Days from receipt of such list from the Disputing Party to identify one proposed mediator on the joint appointment list to use as a mediator. If the non-disputing Party fails to identify and communicate its choice to the Disputing Party in the time allotted, then the Disputing Party shall be permitted to unilaterally identify the mediator from the list of a Mediator five (5) mediators previously given who shall mediate the Dispute. The mediator shall be an attorney licensed to practice law in the state courts identified in section below titled “Governing Law.” Subject to the mediator’s availability, the Parties agree to mediate the Dispute within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If days after the Parties are have identified a mediator who has agreed to mediate the Dispute. To the extent the mutually identified mediator is unavailable, unwilling, or unable to reach a settlement in mediate the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf ofDispute, the Parties shall utilize the same steps listed above to identify a new mutually agreeable mediator. To the extent the Disputing Party had to prepare a list of proposed mediators previously, it shall prepare and transmit a revised list within five (in accordance with 5) Business Days of receiving notice of the Variation Procedure where appropriate)proposed mediator’s unavailability. Subject to the mediator’s requirements, the Parties agree they shall be permitted to attend the mediation via telephone or video conferencing. The Mediator shall assist Parties agree to pay in equal shares the Parties in recording the outcome of the mediation. The costs of any mediation procedure used mediator’s fee and expenses unless otherwise agreed to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiespursuant to a settlement agreement.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off DPS Schedule 1118, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation and where mediation is not agreed, the Parties may proceed to arbitration or litigation in accordance with this DPS Schedule 18. Where the Parties agree to mediation. The , the Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off DPS Schedule 1118, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off DPS Schedule 1118; or arbitration, as prescribed in paragraph 6 of this Call Off DPS Schedule 1118; or litigation in accordance with Clause 57 135. of this Call Off Contract Dynamic Purchasing System Agreement (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the procedure for variations under Clause 16.1 (Variation Procedure Procedure) where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off DPS Schedule 11 18 shall be shared equally between the Parties.

Mediation. Pursuant 2501 The Parties agree that resolution of a grievance can be achieved through grievance mediation. 2502 The Parties agree to paragraph 2.1.3 the utilization of this Call Off Schedule 11mediation procedure for selected grievances. Such process should occur following the Employer’s Step Two response, upon the Union’s submission of the grievance to arbitration. 2503 The expense and fees of the Mediator shall be shared equally by the Parties. 2504 Attendance at mediation sessions shall be limited to the following: UNION: Business Agent Grievant EMPLOYER: CSC Personnel Director and/or Labor Relations Representative and Supervisor OBSERVERS: Either party may invite observers limited to a reasonable number who shall not participate in the mediation process. 2505 The mediation proceedings shall be entirely informal in nature. Neither attorneys nor court reporters nor any other type of note takers shall be allowed to be present at the proceedings. The relevant facts shall be elicited in a narrative fashion by each party’s spokesperson to the extent possible, rather than through the examination of witnesses. 2506 The rules of evidence will not apply and no record of the proceedings will be made. Either party may present documentary evidence to the Mediator, which shall be returned to the Parties at the conclusion of the proceedings. 2507 If settlement is not achievable, the Mediator will provide the Parties with an immediate opinion, based on the Collective Bargaining Agreement, as to how the grievance would be decided if it went to arbitration. Said opinion would not be final and binding, but would be advisory. The Mediator’s opinion shall be given orally or in writing together with a Dispute Notice statement of reasons for such. 2508 If the grievance is servednot settled, withdrawn or granted pursuant to these procedures, the Parties shall attempt are free to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesarbitrate. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR grievance is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agreesarbitrated, the Mediator shall produce for not serve as the Arbitrator, and nothing said nor done during the mediation process, either by the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what or the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed byMediator, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesused during arbitration. 2509 The grievant will be permitted time off work to attend mediation proceedings without loss of pay.

Mediation. Pursuant to If the Dispute cannot be resolved by negotiation in accordance with paragraph 2.1.3 3 of this Call Off Schedule 11(“Negotiation”), the Dispute shall be referred to mediation pursuant to the procedure set out in paragraph 4 below (“Mediation”) unless any Party, acting reasonably, considers that the Dispute is not suitable for mediation. For the avoidance of doubt, nothing in this Schedule shall be taken to exclude or limit the rights of any Party to make such applications (including but not limited to applications as to costs) as it sees fit in any proceedings, relating to the conduct of the other Party and in particular any decision made under paragraph 4.1 above. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on the joint appointment of upon a Mediator within thirty (30) Working Days 10 working days after a request from service of one Party to the Dispute Notice then other or if the Mediator agreed upon is unable or unwilling to act, either Party may apply to CEDR Centre for Effective Dispute Resolution (“CEDR”), International Dispute Resolution Centre, 00 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX to nominate appoint a Mediator and the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation mediation shall be conducted in accordance with Clause 57 the rules and procedures of this Call Off Contract (Governing Law and Jurisdiction)the CEDR Group. If the CEDR Group is unable or unwilling to nominate a Mediator then any Party may (subject to obtaining the consent of the other(s)) approach an alternative reputable mediation body. The Parties are unable shall within 10 working days of the Mediator’s appointment discuss and agree with the Mediator a programme for the exchange of all relevant information and the procedure to reach a settlement in the negotiations at be adopted for the mediation, and only if the Parties so request and . Either Party may ask the Mediator agreesto give guidance on a suitable programme for information exchange and/or mediation procedure. If Mediation fails to achieve a resolution of the dispute or any part of it, any Party may ask the Mediator shall produce for the Parties to provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing and signed by, or on behalf of, the Parties (in accordance with Dispute without the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome prior written consent of the mediationother Party. The costs of Subject to paragraph 4.1 above, a Party may not commence any action in Arbitration or the Courts until the mediation procedure used to resolve the Dispute under set out in this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partieshas been completed.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable fail to agree on the joint appointment resolve any dispute under Section 4 or 5 of a Mediator within thirty (30) Working Days from service of the Dispute Notice this Amendment 3 through executive escalation, and either Party has requested mediation pursuant to Sections 4 or 5.5, then either Party may apply submit the dispute to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator JAMS, or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11its successor, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the for mediation, and only if the first mediation meeting has not begun within 30 days of delivery of the Mediation Notice, then it may be submitted to JAMS, or its successor, for final and binding arbitration as provided in this Section 6.1 and pursuant to Section 6.2. The Parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The Parties will participate in the mediation in good faith, and will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are Confidential Information, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that otherwise admissible or discoverable evidence will not be rendered inadmissible * * * Indicates that confidential treatment has been sought for this information or non-discoverable as a result of its use in the mediation. Either Party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following 45 days after the date of the first mediation meeting, which first mediation meeting will take place within 30 days of delivery of the Mediation Notice. The mediation may continue after the commencement of arbitration if the Parties so request and desire. Unless the Mediator agreesParties otherwise agree, the Mediator shall produce for mediator will be disqualified from serving as arbitrator in the Parties a non-binding recommendation on terms case. Any court of settlement. This shall not attempt competent jurisdiction (pursuant to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all Section 23 of the circumstances. Any settlement reached in Original Agreement) may enforce this Section 6.1, and a Party successfully seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesparty against whom enforcement is ordered.

Mediation. Pursuant to paragraph 2.1.3 In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Call Off Schedule 11Agreement, if the Parties agree to participate in at least four (4) hours of mediation as a Dispute Notice condition to filing any judicial reference action with respect to such dispute under Section 3.2. Any such mediation shall be held in San Francisco, California, before a mediator selected by the Parties in accordance with this Section 3.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is servedmade, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or mutually select a mediation procedure that is agreed between the Partiesmediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the joint appointment administrator of a Mediator JAMS in San Francisco, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) Working Days from service days after the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR any written demand for mediation is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation delivered in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Section 3.1. The Mediator Parties shall assist equally share the Parties in recording the outcome costs of the mediation. The costs All applicable statutes of any mediation procedure used to resolve limitation and defenses based upon the Dispute under this paragraph 4 passage of this Call Off Schedule 11 time shall be shared equally between tolled from the Parties.date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 3.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 3.2. BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY. TSC’S INITIALS CPHP’S INITIALS

Mediation. Pursuant Except with respect to paragraph 2.1.3 matters for which either party believes it necessary to seek equitable relief permitted under a written agreement, or otherwise to prevent irreparable harm to such party, each party agrees to enter into mediation of all disputes involving this Call Off Schedule 11Agreement or any aspect of their relationship, if for a Dispute Notice is servedminimum of four (4) hours, prior to the initiation of any legal action or claim against the other. Upon written notice by either party to the other of the initiating party's desire to mediate, the Parties party receiving the notice shall attempt select an independent entity that provides mediation services to resolve select a mediator in the Dispute by way of mediationproceeding. The Parties may follow the CEDR's Model Mediation Procedure which is current mediator selected must have knowledge and experience of gaming activities, and must have at the time the Dispute Notice is served least ten (or such other version as the Parties may agree10) or a mediation procedure that is agreed between the Partiesyears' experience in real estate development and financing matters. If the Parties are unable party receiving the notice of intent to agree on mediate does not provide the joint name of such an organization within ten (10) days from the date the notice of intention to mediate is received, then the other party may forego mediation of the issue(s) and commence legal action or, at its option, select the organization to provide mediation services. If one party selects an organization that is unwilling to serve as mediator, or cannot provide a mediator with the required expertise, then the other party may select the organization. Once the organization is designated and agrees to accept the appointment of as mediator, the organization shall be directed to schedule a Mediator mediation proceeding at a time mutually convenient to both parties. The mediation shall be held within thirty (30) Working Days from service days following receipt by the mediation organization of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)notification that its services shall be retained. If the Parties are unable to reach parties cannot agree on a settlement date for mediation, then the mediation organization shall select a date it believes is reasonable for the parties, given all of the alleged conflicts in dates. The parties shall equally share the negotiations at cost of the mediator. The mediator shall select the location for the mediation, and only if the Parties so request and the Mediator agreesbut unless otherwise agreeable to each party, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not take place at a site the mediator believes to be legally binding until it a neutral site in terms of its proximity to each party. If any default notice has been reduced issued by either party, and such default is subject to writing and signed by, or cure before becoming an Event of Default on behalf ofthe part of such party, the Parties period for cure shall be tolled until the mediation is complete if the request for mediation is made at least ten (10) days before such action or event shall become an Event of Default. Such tolling shall not, however, apply to any payments owed to third parties if the failure to make such payment would result in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome any significant penalties to any of the mediation. The costs parties or either of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesProject Companies.

Mediation. Pursuant to paragraph 2.1.3 If the Chief Executives of this Call Off Schedule 11, if a Dispute Notice is served, the Parties shall attempt Authority and the Contractor are unable to resolve the dispute within ten (10) Working Days of referral to them or if either party is dissatisfied with the decision of the Chief Executives, then either party may by written notice to the other within ten (10) Working Days of the Chief Executive’s decision or notification of their inability or unwillingness to make a decision (“the Due Date”) request that the parties attempt to settle the dispute by mediation in accordance with the Centre for Dispute by way of mediation. The Parties may follow the Resolution (CEDR's ) Model Mediation Procedure which is current at (“the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the PartiesModel Procedure”). If the Parties parties so agree, they shall jointly inform CEDR in writing of their intention to mediate in accordance with this paragraph 3.1 (“the ADR Notice”). The Model Procedure will be amended to take account of:- any relevant provisions in this Agreement; any other additional agreement which the parties may enter into in relation to the conduct of the mediation. If there is any point on the conduct of the mediation (including as to the nomination of the mediator) upon which the parties cannot agree within ten (10) Working Days from the date of the ADR Notice, CEDR will, at the request of either party, decide that point for the parties, having consulted with them. The mediation will start not later than twenty eight (28) Working Days after the date of the ADR Notice. EXPERT If the parties are not willing or able to agree upon mediation within twenty eight (28) Working Days of the Due Date either party may upon written notice to the other refer the dispute to an expert named by the parties to act as Expert who shall be an independent person with appropriate qualifications and experience (“the Reference”). In the event that the parties are unable to agree on upon an Expert, the joint appointment provisions of a Mediator paragraph 3.11 shall operate. The Expert shall act as an Expert and not as an Arbitrator and shall act fairly and impartially. The Expert shall have the power to request either party to provide him with such statements (which shall be written unless otherwise specifically required), documents or information that he may in his discretion determine. He may attend any part of the Premises in connection with the carrying out of his duties under this Dispute Resolution Procedure. The Expert shall have power to revise or overrule any decision or instruction of the parties. The Expert shall, within thirty (30) Working Days from service of the Dispute Notice then either Party may apply Date of Reference, provide written notice of his decision to CEDR to nominate the Mediatorparties. If neither Party applies so requested by another party, the Expert shall provide written reasons for his decision within five (5) Working Days of any such request, which request shall be made within five (5) Working Days of receipt of the Expert’s decision. The Expert’s fees shall be payable by such party as the Expert may, at his discretion, determine or within the absence of any such determination, in equal shares. If the Expert dies or becomes unwilling or able to CEDR act in relation to nominate this Agreement or be it a firm or partnership) is dissolved or discontinued or (being a company) is the Mediator subject of any bankruptcy or an application insolvency proceedings, then the parties shall agree a substitute within ten (10) Working Days of the service by one party upon the other of a written request to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11agree upon a substitute Expert. In the event that they cannot so agree, either Party may proceed to: hold further discussions between Senior Officers; or have been unable to agree upon an Expert determinationpursuant to paragraph 3.6 within five (5) Working Days of their failure to do so either party may request the Institute of Mechanical Engineers, the Institute of Chartered Accountants (in relation to financial disputes) or the Institution of Civil Engineers, the Royal Institute of British Architects or the Royal Institute of Chartered Surveyors in relation to building or construction disputes as prescribed appropriate to appoint an appropriate expert. Should the parties be unable to agree upon which appointing body should appoint the expert, the appointment shall be made by the President for the time being of the Law Society. The Expert’s decision shall be final and binding and shall forthwith be given effect to by the parties save in the case of manifest error or bad faith on the Expert’s part or in the event that either party is dissatisfied with the Expert’s decision, in which event either party may, within three (3) Months of the date of the Expert’s decision or the date by which that decision was to have been provided pursuant to paragraph 5 of this Call Off Schedule 11; or arbitration3.9, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation commence proceedings in accordance with Clause 57 paragraph 3.13. All disputes, to the extent not finally resolved pursuant to the procedures set out in the foregoing provisions of this Call Off Contract (Governing Law Dispute Resolution Procedure), shall be referred to the jurisdiction of the English courts. Schedule 9 – termination points The relevant Termination Points of the System are identified on the plan which form part of this Schedule. For the avoidance of doubt, there are four Termination Points on the System. The Contractor is responsible for the provision, operation, maintenance and Jurisdiction). If plant replacement of everything up to and including the Parties are unable to reach a settlement isolating valves on the secondary side of the new plate heat exchangers in the negotiations at three Blocks included in Phase 1 together with the mediation, new plate heat exchanger in the boiler room serving the existing Cruddas Park House and only if Shopping Centre. All electrical wiring from the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlementYHN electricity meter. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all All of the circumstancespipework system and valves from the inlet water meter. Any settlement reached in All of the mediation shall not be legally binding until it has been reduced to writing pipework system and signed by, or valves on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)gas supply. The Mediator shall assist boiler flues in their entirety. the Parties in recording inlet connection on the outcome of the mediationwood pellet supply system. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.10 – certificates

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 of this Call Off Schedule 11Clause 18.5 and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (‘the Mediator’) shall be chosen by agreement between the CUSTOMER and the SERVICE PROVIDER or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (‘CEDR’) to appoint a Mediator; the CUSTOMER and the SERVICE PROVIDER shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCUSTOMER and the SERVICE PROVIDER, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CUSTOMER and the SERVICE PROVIDER reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the [*** the CUSTOMER’s second point of contact ***] and the SERVICE PROVIDER’s second point of contact. Failing agreement, either the CUSTOMER or SERVICE PROVIDER may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract without the prior written consent of both parties. The CUSTOMER and signed bythe SERVICE PROVIDER shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CUSTOMER and the SERVICE PROVIDER fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesClause 18.5.

Mediation. Pursuant to paragraph 2.1.3 of If the dispute is based on a legally protected right and has not been resolved in the Open Door or Internal Conference Phases described in this Call Off Schedule 11Agreement, if a Dispute Notice is served, You and the Parties shall Partnership must attempt to resolve the Dispute by way of mediationdispute in mediation prior to either the Partnership or you initiating arbitration. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms process where a neutral third-party (a mediator) works with the parties to reach a mutually agreeable settlement of settlementthe dispute. This shall Mediation only applies to disputes involving legally protected rights. If a settlement is not attempt reached, the mediator has no authority to anticipate what impose one. You will request Mediation by submitting a court might order but shall set out what written request to Your Human Resources Representative or the Mediator suggests Program Administrator. If the Partnership requests mediation, it will send a written request to the last home address You provided to the Partnership for its personnel records. Unless otherwise agreed to by the parties, the mediation will be administered by the American Arbitration Association (“AAA”) and, except as provided in this Agreement, will be held under the AAA (“AAA”) Employment Mediation Procedures (“AAA Mediation Procedures”). The AAA Mediation Procedures are appropriate settlement terms in contained within the AAA Employment Arbitration Rules and Mediation Procedures and are available from the Program Administrator, the Human Resources Department or may be found at xxx.xxx.xxx/xxxxxxxxxx or by searching for “AAA Employment Mediation Rules” using a service such as xxx.Xxxxxx.xxx or xxx.Xxxx.xxx. The parties will have the right to review at least two (2) lists of mediators from AAA’s Panel of Mediators before AAA makes the appointment from among other members of its Panel of Mediators. The Partnership will pay all of the circumstancesfees and costs of Mediation. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf ofIf Mediation is successful, the Parties (parties will memorialize any resolution in accordance with a written agreement signed by both parties. If it is not successful, and if either You or the Variation Procedure where appropriate). The Mediator shall assist Partnership wishes to pursue the Parties in recording the outcome of the mediation. The costs of claim, any mediation procedure used covered claim is subject to resolve the Dispute Arbitration under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesAgreement for a final and binding decision.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11If, if a within forty (40) days after the Dispute Notice is servedNotice, the Parties shall attempt --------- parties have not succeeded in negotiating and documenting a written resolution of the Dispute, upon written request by either party to resolve the Dispute by way other, both parties will promptly negotiate in good faith to jointly appoint a mutually acceptable neutral person not affiliated with either of mediationthe parties (the "Neutral"). The Parties may follow Neutral shall be knowledgeable and experienced both in the CEDR's Model Mediation Procedure which is current at software industry generally and in the time Year 2000 Market specifically (the Dispute Notice is served "Qualification Standards"). The parties shall promptly seek assistance in such regard from the American Arbitration Association (or such other version as the Parties may agree"AAA") or a mediation procedure that is agreed between the Parties. If the Parties are Center for Public Resources if they have been unable to agree on upon such appointment within fifty (50) days after the joint appointment of a Mediator within thirty (30) Working Days from service Dispute Notice. The fees and costs of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law Neutral and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 such assistance shall be shared equally between the Partiesparties. In consultation with the Neutral, the parties will negotiate in good faith to select or devise a nonbinding mediation procedure ("Mediation") by which they will attempt to resolve the Dispute, and a time for the Mediation to be held, with the Neutral (at the written request of either party to the other) making the decision as to the procedure if the parties have been unable to agree on any of such matters in writing within ten (10) days after the selection of the Neutral. The Mediation shall be held in Phoenix, Arizona, unless otherwise mutually agreed. The parties agree to participate in good faith in the Mediation to its conclusion; provided, however, that no party shall be obligated to continue to participate in the Mediation if the parties have not resolved the Dispute in writing within one hundred twenty (120) days after the Dispute Notice and any party shall have terminated the Mediation by delivery of written notice of termination to each party and the Neutral, following expiration of said 120-day period. Following any such termination notice after selection of the Neutral, and if any party so requests in writing to the Neutral (with a copy to the other party), then the Neutral shall make a recommended resolution of the Dispute in writing to each party, which recommendation shall not be binding upon the parties; provided, however, that the parties shall give good faith consideration to the settlement of the Dispute on the basis of such recommendation, and if the parties are unable to resolve the Dispute on the basis of such recommendation, then at the election of either party the Dispute shall be submitted to binding arbitration or litigation as provided below. In the event of binding arbitration, a party shall pay the reasonable attorneys' fees, costs and other expenses (including expert witness fees) of the other party incurred in connection with the pursuit or defense of such arbitration, if the result thereof is more favorable to the other party than the recommendation of the Neutral and if, prior to the institution of arbitration, the other party shall have delivered an irrevocable written offer to accept the recommendation of the Neutral.

Mediation. Pursuant Should a Negotiation fail to paragraph 2.1.3 produce a resolution within the Negotiation Period and any extension thereof, then any Party wishing to further pursue resolution of the Dispute must initiate mediation by providing to JAMS, or its successor, in [Seattle, Washington] and to the other Designated Representatives a written request for mediation pursuant to this Call Off Schedule 11Section, setting forth the subject of the Dispute and the relief requested within fifteen (15) days of the end of the Negotiation Period and any extension thereof. The Designated Representatives shall cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals, but if the Designated Representatives cannot agree on a Dispute Notice is servedmediator within seven (7) days from the date of the request for mediation then the Designated Representatives shall each select a designee from among the JAMS panel of neutrals, and those designees shall in turn select, from among the JAMS panel of neutrals, the Parties single mediator who shall attempt conduct the mediation (the “Mediator”). Such mediation will be conducted within forty-five (45) days of the expiration of the Negotiation period and any extension thereof unless otherwise agreed by all of the Designated Representatives or required by the Mediator (the “Mediation Period”). The mediation shall be conducted pursuant to resolve the Dispute customary procedures used and/or requested by way of the selected Mediator. The Mediator may conduct meetings or hearings in Seattle, Washington, or by telephone or teleconference, and request information from the Parties, as he or she deems necessary. Each Party shall bear its own costs in such mediation, and the Mediator’s fee shall be divided evenly among the Parties. The Parties may follow agree that Federal and State Evidence Rule 408 and/or RCW 7.07.030 shall apply to all statements, information and documents exchanged or discussed as part of the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (negotiation or such other version as the Parties may agree) or a mediation procedure processes herein, provided that evidence that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator otherwise admissible or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall discoverable will not be legally binding until it has been reduced to writing and signed by, rendered inadmissible or on behalf of, the Parties (non- discoverable as a result of its use in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any negotiation or mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesSection.

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 of this Call Off Schedule 11Clause 18.5 and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (‘the Mediator’) shall be chosen by agreement between the CLIENT and the SERVICE PROVIDER or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (‘CEDR’) to appoint a Mediator; the CLIENT and the SERVICE PROVIDER shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCLIENT and the SERVICE PROVIDER, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CLIENT and the SERVICE PROVIDER reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the CLIENT’s second point of contact and the SERVICE PROVIDER’s second point of contact. Failing agreement, either the CLIENT or SERVICE PROVIDER may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract without the prior written consent of both parties. The CLIENT and signed bythe SERVICE PROVIDER shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CLIENT and the SERVICE PROVIDER fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesClause 18.5.

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 of this Call Off Schedule 11Clause 18 and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (‘the Mediator’) shall be chosen by agreement between the Client and the Supplier or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (‘CEDR’) to appoint a Mediator; the Client and the Supplier shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programmed for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorClient and the Supplier, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the Client and the Supplier reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the Client’s Head of Procurement and the Supplier. Failing agreement, either the Client or Supplier may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation on terms but informative opinion in writing. The Client and the Supplier shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of settlementthe Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. This Work and activity to be carried out under this Contract shall not attempt cease or be delayed during the mediation process. In the event that the Client and the Supplier fail to anticipate what a court might order but shall set out what reach agreement in the structured negotiations within forty (40) Working Days of the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed bybeing appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may be referred to the Parties (Courts in accordance with the Variation Procedure where appropriate)provisions of Clause 41. The Mediator shall assist SCHEDULE 7 CONFIDENTIALITY UNDERTAKING INTRODUCTION This Schedule 7 contains the Parties model confidentiality undertaking to be signed by Supplier in recording the outcome event of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesContract Award.

Mediation. Pursuant The parties may agree to paragraph 2.1.3 refer any grievance to mediation, before one of the following mediators to be selected by alphabetical rotation: Felicity Xxxxxxx Xxxxx Xxxxx Xxx Xxxxx Xxxxxxxx If the person selected by rotation is not available within ninety (90) days of the referral, the next person on the list shall be selected. The mediator shall attempt to assist the parties in resolving the dispute. It is agreed that any discussion with the mediator, or information conveyed to the mediator, shall be considered to be privileged and shall not be referred to in arbitration or in any other proceedings. The parties may refer more than one case to be dealt with by the same mediator on the same day, The parties shall divide equally the fees and expenses of the mediator. Where the have referred a matter to a mediator, prior to the referral to arbitration, the time limit for referring a matter to arbitration under if the matter is not resolved, shall run from the date the mediation has been completed. Uncontrolled copy of CollectiveAgreement Arbitration Failing settlement under the foregoing procedure of any grievance between the parties arising from the interpretation, application, administration or alleged violation of this Call Off Schedule 11Agreement, including any question as to whether a matter is arbitrable, such grievance may be submitted to arbitration as hereinafter provided. If no written request for arbitration is received within twenty (20) days after the response of the Employer is given, the grievance shall be deemed to have been abandoned. Where no written answer has been given within the time limit specified, the grievance may be submitted to the next step of the foregoing procedure, including arbitration. No adjustment effected under the grievance or arbitration procedure shall be made retroactive prior to the date that the grievance was formally discussed or presented to the Employer or, if applicable, the date of the alleged violation, providing it does not exceed the time limits set out in Section above. When either party requests that any matter be submitted to arbitration as provided in the foregoing article, it shall make such request in writing addressed to the other to this Agreement. Where such a Dispute Notice request is servedmade, a Board of Arbitration shall be constituted, consisting of a nominee appointed by each party and a Chair selected by alphabetical rotation the following list: Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Uncontrolled copy of If the person selected by rotation is not available for a Hearing within ninety (90) days of the referral, the next person on the list shall be selected. After the Chair has been selected the foregoing list, the parties shall notify each other in writing of their respective nominees within ten days. The Minister of Labour may appoint the nominee of a party who fails to make an appointment. No person may be appointed as a nominee or Chair who has been involved in an attempt to negotiate or settle the grievance. For greater certainty, this would not preclude a person acting as if agreed by the parties pursuant to No matter may be submitted to arbitration which has not been properly carried through all requisite steps of the grievance procedure. In lieu of a Board of Arbitration, the Parties may agree on a sole arbitrator, to be selected from the list in who shall attempt to resolve have all the Dispute by way power and authority of mediationa Board of Arbitration. The Parties parties may follow agree to allow the CEDR's Model Mediation Procedure which sole arbitrator to act as a Collective Agreement The parties will utilize where it is current at feasible to do so, subject to the time the Dispute Notice is served (necessity of calling evidence on disputed facts where necessary. The Board of Arbitration or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation sole arbitrator shall not be legally binding until it has authorized to make any decision inconsistent with the provisions of this Agreement, nor to alter, modify, add to or amend part of this Agreement. Each of the parties hereto will share equally the expenses, if any, of the Chair or sole arbitrator, and shall bear the expenses of its own nominee. The parties acknowledge that the time limits set out in both the grievance and arbitration procedures must be strictly complied with except by written agreement to extend them and failure to so comply shall result in the grievance being deemed to have been reduced to writing and signed byabandoned. The parties agree that principles of full disclosure of issues in dispute as alleged by a grievance advanced by the Union on behalf of a member or members, or on behalf ofthe Union itself, and full disclosure of facts relied upon by management in a decision that is subject to a grievance, are key elements in amicable and expeditiousdispute resolution processes. Therefore, the Parties (in accordance with parties agree that at the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome earliest stage of the mediationgrievance procedure, either party upon request is entitled to receive from the other, disclosure of the information, including full disclosure of all relevant documents. The costs An employee who has a grievance and is required to attend meetings during the grievance procedure shall suffer no loss of any mediation procedure used regular pay to resolve attend such meetings. In the Dispute under this paragraph 4 case of this Call Off Schedule 11 a group grievance, up to three (3) of the group shall be shared equally between entitled to be present unless otherwise mutually agreed. employee whose grievance is referred to mediation or arbitration may attend the Partiesday or days of mediation or arbitration without loss of regular pay for such day or days. In the case of a group grievance, up to three (3) of the group shall be entitled to be present unless otherwise agreed.

Mediation. Pursuant Each party hereto (each, a “Claiming Party”) shall as a condition precedent to paragraph 2.1.3 the bringing of any litigation action, suit or proceeding to settle any disputes between the parties hereto, or to resolve any claim or controversy arising out of, or related to this Call Off Schedule 11Agreement or any of the Ancillary Agreements or the making, if performance, or interpretation thereof, or to enforce any rights hereunder or under any Ancillary Agreement, or to assert a Dispute claim for damages in connection herewith or in connection with any Ancillary Agreements (collectively, an “Action”), will give each other party hereto (each, a “Non-Claiming Party”) ten days prior written notice (a “Pre-Action Notice”) of its intent to bring such an Action, and to be effective such Pre-Action Notice is servedmust specifically describe the claim in detail. Upon receipt of a Pre-Action Notice, any Non-Claiming Party may elect to require mediation as provided herein (which election shall be made by written notice given by such Non-Claiming Party to the other parties hereto within ten (10) days of its receipt of the Pre-Action Notice). If a Non-Claiming Party timely requires mediation, the Parties shall attempt parties hereto agree to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or submit to non-binding mediation in New York County, New York, with such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation be conducted in accordance with Clause 57 laws of the State of New York. A Claiming Party’s failure to give a proper and complete Pre-Action Notice required by this Section 10.13(a) shall be grounds for the staying of any such Action pending submission of a proper and complete Pre-Action Notice by the Claiming Party to the Non-Claiming Party and pending the completion of any mediation, if any, required by the Non-Claiming Party pursuant to this Section. The provisions of this Call Off Contract (Governing Law Section 10.13(a) do not apply to Actions seeking injunctive relief, but only to the extent of the injunctive relief sought. Each party will be responsible for its own costs and Jurisdiction). If expenses incurred in connection with any mediation proceeding; provided, however, the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request Sellers and the Mediator agrees, Purchaser will equally share the Mediator shall produce responsibility for paying the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all costs and fees of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesmediator.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is servedIf the dispute has not been resolved by negotiation as provided herein, the Parties parties shall attempt endeavor to resolve settle the Dispute dispute by way mediation under the then current Center for Public Resources ("CPR") Model Procedures for Mediation of mediationBusiness Disputes. The Parties may follow neutral third party will be selected from the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the PartiesCPR Panel of Neutrals. If the Parties are unable parties encounter difficulty in agreeing on a neutral, they will seek the assistance of CPR in the selection process. ARBITRATION UNDER THE CPR RULES. Any dispute arising out of or relating to agree on this Agreement or the joint appointment of a Mediator breach, termination or validity thereof, which has not been resolved by Mediation as provided above within thirty (30) Working Days from service 60 days of the Dispute Notice then either Party may apply initiation of such procedure (unless the parties mutually agree to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11extend such timeframe), either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation shall be finally settled by arbitration conducted expeditiously in accordance with Clause 57 the Center for Public Resources Rules for Non-Administered Arbitration of this Call Off Contract (Governing Law Business Disputes by three independent and Jurisdiction). If impartial arbitrators, of whom each party shall appoint one, provided, however, that if one party has requested the Parties are unable other to reach a settlement participate in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt procedure and the other has failed to anticipate what a court might order but shall set out what participate, the Mediator suggests are appropriate settlement terms in all requesting party may initiate arbitration before expiration of the circumstancesabove period. Any settlement reached arbitrator not appointed by a party shall be selected from the CPR Panels of Neutrals. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrators are not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any arbitration damages in excess of compensatory damages. Exhibit 1 ATTACHMENT TO INVESTMENT MANAGEMENT AGREEMENT Lincoln Investment Management, Inc. 200 X. Xxxxx Xxxxxx Fort Waynx, Xxdiana 46802 Re: ------------------------------- (Name of Account) Ladies and Gentlemen: This letter confirms the appointment of Lincoln Investment Management, Inc. ("Manager") as investment adviser with authority as attorney-in-fact on behalf of the Account (a) to purchase any and all securities and other property and investments for the Account at any time or from time to time; (b) to sell any and all securities and other property and investments held in the mediation shall not Account at any time or from time to time; (c) to place orders for the execution of such transactions with or through such brokers and dealers as the Manager may select; and (d) to execute any and all documents which may be legally binding until it deemed necessary or desirable to effectuate such transactions. It is further understood that the Manager may deliver to any broker or dealer executing transactions on behalf of the Account a copy of this document as evidence of the authority of the Manager to act for and on behalf of the Account. In the event this authority is terminated, any party to whom a copy of this document has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome delivered as evidence of the mediation. The costs Manager's authority will be held harmless from any loss or liability incurred as a result of any mediation procedure used to resolve the Dispute under this paragraph 4 action taken in reliance thereon after such termination but before notice of this Call Off Schedule 11 shall be shared equally between the Parties.such termination has been received by such party. Very truly yours, Date: --------------------------- ------------------------------- (Client) By: ------------------------------ Its: ------------------------------

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, the Parties The parties shall attempt to resolve settle the Dispute dispute by way Media- tion, following the provisions of mediation. The Parties may follow this Standard Form Agreement and the CEDR's Model National Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service Rules of the Dispute Notice then either Party may apply to CEDR to nominate In- stitute (the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 “Rules”), which are incorporated as part of this Call Off Schedule 11, either Party may proceed toAgreement to Mediate. Variations to the Rules are noted below: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the THE MEDIATOR The Mediator shall produce be bound by the Institute’s Code of Conduct for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Mediators. The Mediator shall assist discuss and arrange for the Parties imple- mentation of the exchange of information and briefs at least 2 weeks before the date of Mediation, unless other- wise agreed by the parties. FEES AND EXPENSES All parties shall bear their own costs for the Mediation process, and shall bear equally and pay the expenses of the Mediation and the Mediator’s fees inclusive of all deposits requested by the Mediator, unless otherwise agreed by the parties. The Mediator’s fees are as follows: CANCELLATION OR DELAY It is agreed that any party causing either cancellation of the Mediation or a postponement within 30 business days preceding the Mediation shall be responsible for all costs incurred by the Mediator, along with any cancellation fees. Date: Signed: Party 1 Party 2 Party 3 Party 4 Mediator This Code of Conduct for Mediators (the “Code”) applies in recording its entirety to every Mediator who is a mem- ber of the ADR Institute of Canada, Inc. (the “Institute”) or any of its Regional Affiliates, or who accepts from the Institute an appointment as Mediator. While Mediators come from varied professional backgrounds and disci- plines, every Mediator must adhere to the Code as a mini- mum. Being appointed as a Mediator confers no perma- nent rights on the individual, but is a conditional privi- lege that may be revoked for breaches of the Code. The Institute and its Regional Affiliates are empowered to investigate alleged breaches of the Code, and may tem- porarily suspend any Mediator from any of its rosters or from membership in the Institute pending the outcome of the mediationan investigation. The costs Institute is empowered to cancel membership in the Institute or remove any Mediator from any of its rosters if the Mediator is determined by the Institute, either on its own behalf or upon the recom- mendation of any mediation procedure used of its Regional Affiliates, to resolve be in breach of the Dispute under this paragraph 4 Code. It is the objective of this Call Off Schedule 11 shall be shared equally between the PartiesInstitute to ensure that complaints are investigated fairly.

Mediation. Pursuant A proper and timely appeal of the Claims Examiner’s decision shall be submitted to paragraph 2.1.3 non-binding mediation within fifteen (15) Days following all parties’ receipt of this Call Off Schedule 11the notice of appeal and such appeal shall be reviewed by the mediator de novo. The presiding mediator shall be an individual mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case each party shall select a temporary mediator and the temporary mediators shall jointly select a presiding mediator. Owner and Contractor shall pay their own costs and expenses and the cost of the mediator shall be split equally between the two parties. The schedule, time and place for mediation will be mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case the mediation venue shall be at or in close proximity to the Site. SAMPLE Owner and Contractor acknowledge and agree that, subject to Claim Preservation as set forth below, participation in mediation shall be a prerequisite to litigation of any Contract Documents disputes. Owner and Contractor shall use best efforts in good faith to resolve through the mediation process all Major Claims within sixty (60) Days of the commencement of such mediation (the “Mediation Period”). However, if the presiding mediator fails to issue its decision on one or more of the issues presented within ninety (90) Days of the commencement of such mediation, the parties shall have the option to file a lawsuit in accordance with Section 12.2.4 below and adjudicate those undecided issues, notwithstanding the requirement to mediate as a condition precedent to filing suit. Additionally, if a Dispute Notice is servedlawsuit must be filed within the Mediation Period in order to preserve a cause of action (a “Claim Preservation”), Owner and Contractor agree that they will nevertheless proceed diligently to mediate the Claim to its conclusion prior to actively prosecuting the lawsuit. As such, Owner and Contractor shall seek from the Court presiding over the Claim Preservation lawsuit such stays and extensions, including the filing of an answer, as may be necessary to mediate effectively. Further, if during the Mediation Period Owner and Contractor settle any issues, the Parties plaintiff in the Preservation Claim lawsuit shall attempt promptly cause the Court to resolve enter a stipulated general judgment of dismissal with prejudice, or other appropriate order, limiting the Dispute by way remaining scope of mediationlitigation. The Parties parties agree to comply with Owner’s Standard Requirements, which may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties include but are unable not limited to agree on the joint appointment confidentiality of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlementpromptly sign all documents necessary to give effect to such requirements. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties[Optional – discussion point concerning Owner’s Standard Requirements.]

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, If the Parties shall attempt above procedures fail to resolve the Dispute by way of situation, NPRB or the subaward recipient may request formal mediation. The Parties may follow In that event, the CEDR's Model Mediation Procedure which is current subaward recipient and NPRB agree to participate in at the time the Dispute Notice is served (or such other version as the Parties may agree) or a least two hours of mediation procedure that is agreed between the Parties. If the Parties are unable with an independent, professional mediator, with both parties agreeing to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement share equally in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome costs of the mediation. The costs will not include costs incurred by a party for representation by counsel at the mediation. Mediation involves each side of the dispute sitting down with an impartial person, the mediator, to attempt to reach a voluntary settlement. Mediation involves no formal court procedures or rules of evidence, and the mediator does not have the power to render a binding decision or force an agreement on the parties. Suspension without Prior Notice NPRB may temporarily withdraw its sponsorship under a subaward, pending corrective action by the subrecipient or a decision to terminate the subaward, if the subrecipient has failed to comply with the project objectives, the terms and conditions of the subaward, or reporting requirements (§200.339 (d)). Action by NPRB to suspend an award normally will be taken only after the grants manager has been informed by NPRB of the proposed action and provided an opportunity for hearing, appeal, or other administrative proceeding to which the subrecipient is entitled (§200.342) or the steps described above have been taken, and there has been an opportunity to correct the problem(s). The Executive Director may immediately suspend a subaward without prior notice when it is believed that such action is reasonable to protect the interests of NPRB and the federal government. No costs incurred during a suspension period will be allowable, except those costs approved by NPRB in the suspension notice, or which, in the opinion of NPRB, are necessary and not reasonably avoidable (§200.343). The Executive Director then will send a follow-up notice of suspension to the subrecipient (normally the grants manager), with a copy to the principal investigator(s), setting forth the reasons for suspension and its effective date. The NPRB Executive Director will inform the NPRB Executive Committee of any mediation procedure used such action and provide a written report fully describing the situation, the need for immediate suspension, and the conditions under which the suspension may be lifted. The NPRB Executive Committee will meet as appropriate to resolve determine the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between next steps for resolving the Partiessituation.

Mediation. Pursuant to paragraph 2.1.3 In the event of this Call Off Schedule 11, if a Dispute Notice is served, dispute or disagreement between the Parties relating to a proposed premium rate increase filing, Reinsurer and Ceding Company shall attempt in good faith to resolve the Dispute dispute or disagreement by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesnegotiation. If the Parties are unable dispute or disagreement is not resolved to agree on the joint appointment satisfaction of both Reinsurer and Ceding Company within a Mediator reasonable time, either may initiate mediation. Mediation shall be conducted by a panel of three (3) mediators who must be current certified life or health actuaries experienced in the long term care insurance business and may not be affiliated with Administrator, Reinsurer or Ceding Company or their respective Affiliates. Mediation under this Administration Exhibit shall be held in the City of New York, New York, unless a different location is mutually agreed upon by Administrator and Ceding Company. Within thirty (30) calendar days of written demand of either Reinsurer or Ceding Company to mediate any dispute, Ceding Company and Reinsurer shall each appoint a mediator and notify the other of the name and address of their mediator. The two (2) mediators so appointed shall thereupon select a third (3rd) mediator. If either Reinsurer or Ceding Company shall fail to appoint a mediator as herein provided, the other Party shall appoint a second (2nd) mediator. If the two (2) mediators so named fail to select a third (3rd) mediator within thirty (30) Working Days from service calendar days of their appointment, then in Reinsurer and Ceding Company shall mutually agree on the appointment of the Dispute Notice then either Party may apply third (3rd) mediator. Reinsurer and Ceding Company each agree to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached participate in the mediation shall proceedings in good faith and with the intention of resolving the dispute if at all possible within thirty (30) calendar days of the notice from the party seeking to initiate the mediation procedures. If not resolved within thirty (30) calendar days, Reinsurer and Ceding Company are free to pursue arbitration pursuant to Section 10.1 of the Reinsurance Agreement. Reinsurer and Ceding Company will share equally in all common costs of the mediation process. The mediation proceeding will be legally binding until it has been reduced to writing and signed bytreated as a compromise settlement negotiation and, or on behalf ofexcept for purposes of any related arbitration, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesentire process is confidential.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off DPS Schedule 1118, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation and where mediation is not agreed, the Parties may proceed to arbitration or litigation in accordance with this DPS Schedule 18. Where the Parties agree to mediation. The , the Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off DPS Schedule 1118, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off DPS Schedule 1118; or arbitration, as prescribed in paragraph 6 of this Call Off DPS Schedule 1118; or litigation in accordance with Clause 57 135 of this Call Off Contract Dynamic Purchasing System Agreement (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the procedure for variations under Clause 16.1 (Variation Procedure Procedure) where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off DPS Schedule 11 18 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, If the relevant Parties shall attempt have been unable to resolve the Dispute by way within ten (10) Business Days of mediation. The referral in accordance with paragraph 3.2 above, they may (if the relevant Parties may follow the CEDR's Model Mediation Procedure which is current at the time so agree) refer the Dispute Notice is served to mediation in accordance with this paragraph 4. Any mediation shall be completed within forty (40) Business Days (or such other version longer period as the Parties may agree, acting reasonably) of such referral and any agreement reached by the parties and recorded in writing by them shall be binding upon the parties. Mediation shall not be a precondition to the commencement of Arbitration. Mediation may be conducted using a sole mediator or (where the Parties agree acting reasonably that more than one mediator is required) co-mediators (the "Mediator(s)") (such expression not to exclude the presence of a pupils or assistant mediators) and the Parties shall agree to conduct the mediation procedure that is in or substantially in accordance with either: the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure 10th Edition (April 2008) ("MMP") for the time being used and the terms of the Model Mediation Agreement attached as Appendix 1 (CEDR Mediation Agreement) to this Schedule Part 22; or the procedures set out in the Mediations Guide of Core Mediation, Rutland House, 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xx0 0XX (“Core”) which are attached as Appendix 2 (CEDR Model Mediation Procedure) to this Schedule Part 22, as agreed between the Partiesparties to the Dispute The Mediator(s) shall be accredited mediator(s) agreed between the parties to the Dispute, or in default of agreement within fourteen (14) days of notice to mediate served pursuant to paragraph 4.5, appointed by Core/CEDR (as appropriate). If During the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service course of the mediation the relevant Parties shall co-operate fully, promptly and in good faith with Core/CEDR (as appropriate) and the Mediator(s) in the performance of their obligations under this paragraph 4, including the signing of Core’s/CEDR's (as appropriate) standard agreement to mediate subject to any reasonable amendments agreed by the parties to the Dispute. Any breach or default by any relevant Party to the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed toparagraph 4 shall forthwith release: hold the other(s) from further discussions compliance with this paragraph 4; and Core/CEDR and the other relevant Parties from any mediation agreement signed between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract them (Governing Law and Jurisdictionsave for any accrued financial obligations to Core/CEDR and/or the Mediator(s). If the Parties are unable to reach a settlement in the negotiations at the mediation), and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced deemed to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesabandoned.

Mediation. Pursuant Prior to paragraph 2.1.3 the institution of this Call Off Schedule 11, if a Dispute Notice is served, formal mediation procedures or court action the Parties shall will attempt to resolve any dispute, claim or controversy arising from this Agreement by negotiation. One representative from ObtainCare and one representative from the Dispute by way of mediationFMO will hold a meeting upon at least five (5) business days advance notice. The Parties may follow Such meeting will be held at a neutral location in the CEDR's Model Mediation Procedure which is current at city where the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesnon-complaining Party has its principal office. If the Parties are unable have failed to agree on resolve the joint appointment dispute by negotiation, the Parties will submit to mediation prior to seeking resolution by binding arbitration. The Parties will cooperate with one another in selecting a mediator from the American Arbitration Association panel of a Mediator within thirty (30) Working Days from service neutrals, which will be requested to promptly schedule the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will each bear their own costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the Dispute Notice then either Party may apply mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are expected to CEDR to nominate be treated as confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Mediator. If neither Party applies to CEDR to nominate parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non- discoverable as a result of its use in the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)mediation. If the Parties are unable dispute is not resolved within fourteen (14) calendar days from the date of the submission of the dispute to reach a settlement mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration will proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the arbitrators. Unless otherwise agreed by the parties, the mediator will be disqualified from serving as arbitrator in the negotiations at case. The pendency of a mediation will not preclude a party from seeking provisional remedies, such as a temporary or permanent injunction or restraining order to prevent a continuing harm to a Party, in aid of the mediationarbitration from a court of appropriate jurisdiction, and only if the Parties so request and parties agree not to defend against any application for provisional relief on the Mediator agrees, the Mediator shall produce for the Parties ground that a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesis pending.

Mediation. Pursuant to paragraph 2.1.3 Upon the written request of a Party, any dispute or claim in law or equity arising out of this Call Off Schedule 11Agreement shall be submitted to neutral, if non-binding mediation prior to the commencement of arbitration, litigation, or any other proceeding before a Dispute Notice is servedtrier of fact. The Parties agree to act in good faith to participate in mediation and to identify a mutually acceptable mediator. If they are unable to agree upon a mediator, the Parties shall attempt may, after twenty (20) days have elapsed from the date of the written request for mediation, petition the Court of Common Pleas of York County to resolve the Dispute by way of mediationappoint a mediator. The Parties may follow shall share equally in the CEDR's Model Mediation Procedure which costs for mediation services. If the dispute or claim is current at resolved through mediation, the time the Dispute Notice is served (or such other version as the Parties may agree) or resolution will be documented by a mediation procedure that is agreed between written agreement executed by the Parties. If the mediation does not successfully resolve the dispute or claim, the mediator shall provide written notice to the Parties are unable reflecting the same, and the Parties may then proceed to agree on seek an alternative form of resolution to the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator dispute or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation claim in accordance with Clause 57 the remaining terms of this Call Off Contract Agreement and other rights and remedies afforded by law. Upon a Party’s request for mediation, the Parties to the dispute shall have twenty (Governing Law and Jurisdiction)20) days to select a mediator. If the Parties are unable to reach cannot agree on a settlement in the negotiations at the mediation, and only if the Parties so request mediator within twenty (20) days and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall mediator must be selected as set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf offorth above, the Parties in dispute shall petition the Court of Common Pleas of York County for the appointment of a mediator within ten (in accordance with 10) days of the Variation Procedure where appropriate)expiration of initial twenty (20) day time period. The Mediator shall assist After the selection of the mediator, the Parties in recording shall submit to mediation for a period up to forty-five (45) days. If the outcome dispute or claim is not resolved by the forty-fifth (45th) day after the selection of the mediation. The costs mediator then the mediator shall provide written notice to the Parties reflecting the same and the Parties may seek alternative forms of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesresolution as stated above.

Mediation. Pursuant to paragraph 2.1.3 In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Call Off Schedule 11Agreement, if the Parties agree to participate in at least four (4) hours of mediation as a Dispute Notice condition to filing any judicial reference action with respect to such dispute under Section 10.2. Any such mediation shall be held in San Francisco, California, before a mediator selected by the Parties in accordance with this Section 10.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is servedmade, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or mutually select a mediation procedure that is agreed between the Partiesmediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the joint appointment administrator of a Mediator JAMS in San Francisco, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) Working Days from service days after the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR any written demand for mediation is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation delivered in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Section 10.1. The Mediator Parties shall assist equally share the Parties in recording the outcome costs of the mediation. The costs All applicable statutes of any mediation procedure used to resolve limitation and defenses based upon the Dispute under this paragraph 4 passage of this Call Off Schedule 11 time shall be shared equally between tolled from the Parties.date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 10.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 10.2. BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY. MANAGER’S INITIALS HPS’ INITIALS

Mediation. Pursuant Should a Negotiation fail to paragraph 2.1.3 produce a resolution within the Negotiation Period and any extension thereof, then any Party wishing to further pursue resolution of the Dispute must initiate mediation by providing to JAMS, or its successor, in Seattle, Washington and to the other Designated Representatives a written request for mediation pursuant to this Call Off Schedule 11Section, if a Dispute Notice is servedsetting forth the subject of the Dispute, the Parties basis therefore, and the relief requested within fifteen (15) days of the end of the Negotiation Period and any extension thereof. The Designated Representatives shall attempt cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals, but if the Designated Representatives cannot agree on a mediator within seven (7) days from the date of the request for mediation then the Designated Representatives shall each select a designee from among the JAMS panel of neutrals, and those designees shall in turn select, from among the JAMS panel of neutrals, the single mediator who shall conduct the mediation (the “Mediator”). Such mediation will be conducted within forty-five (45) days of the expiration of the Negotiation period and any extension thereof unless otherwise agreed by all of the Designated Representatives or required by the Mediator (the “Mediation Period”). The mediation shall be conducted pursuant to resolve the Dispute customary procedures used and/or requested by way of the selected Mediator. The Mediator may conduct meetings or hearings in Seattle or Bellingham, Washington, or by telephone or teleconference, and request information from the Parties, as he or she deems necessary. Each Party shall bear its own costs in such mediation, and the Mediator’s fee shall be divided evenly among the Parties. The Parties may follow agree that Federal and State Evidence Rule 408 and/or RCW 7.07.030 shall apply to all statements, information and documents exchanged or discussed as part of the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (negotiation or such other version as the Parties may agree) or a mediation procedure processes herein, provided that evidence that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator otherwise admissible or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall discoverable will not be legally binding until it has been reduced to writing and signed by, rendered inadmissible or on behalf of, the Parties (non- discoverable as a result of its use in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any negotiation or mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesSection.

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 Clause 21.5 of this Call Off Schedule 11Contract and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the CUSTOMER and the SERVICE PROVIDER or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other, or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator; and the CUSTOMER and the SERVICE PROVIDER shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCUSTOMER and the SERVICE PROVIDER, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CUSTOMER and the SERVICE PROVIDER reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the CUSTOMER’s Head of Procurement and SERVICE PROVIDER’S Head of Legal Affairs. Failing agreement, either the CUSTOMER or SERVICE PROVIDER may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract or otherwise without the prior written consent of both parties. The CUSTOMER and signed bythe SERVICE PROVIDER shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CUSTOMER and the SERVICE PROVIDER fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 Clause 21.5 of this Call Off Schedule 11 shall be shared equally between the PartiesContract.

Mediation. Pursuant A proper and timely appeal of the Claims Examiner’s decision shall be submitted to paragraph 2.1.3 non-binding mediation within fifteen (15) Days following all parties’ receipt of this Call Off Schedule 11the notice of appeal and such appeal shall be reviewed by the mediator de novo. The presiding mediator shall be an individual mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case each party shall select a temporary mediator and the temporary mediators shall jointly select a presiding mediator. Owner and Contractor shall pay their own costs and expenses and the cost of the mediator shall be split equally between the two parties. The schedule, time and place for mediation will be mutually acceptable to Owner and Contractor, unless the parties cannot agree, in which case the mediation venue shall be at or in close proximity to the Site. Owner and Contractor acknowledge and agree that, subject to Claim Preservation as set forth below, participation in mediation shall be a prerequisite to litigation of any Contract Documents disputes. Owner and Contractor shall use best efforts in good faith to resolve through the mediation process all Major Claims within sixty (60) Days of the commencement of such mediation (the “Mediation Period”). However, if the presiding mediator fails to issue its decision on one or more of the issues presented within ninety (90) Days of the commencement of such mediation, the parties shall have the option to file a lawsuit in accordance with Section 12.2.4 below and adjudicate those undecided issues, notwithstanding the requirement to mediate as a condition precedent to filing suit. Additionally, if a Dispute Notice is servedlawsuit must be filed within the Mediation Period in order to preserve a cause of action (a “Claim Preservation”), Owner and Contractor agree that they will nevertheless proceed diligently to mediate the Claim to its conclusion prior to actively prosecuting the lawsuit. As such, Owner and Contractor shall seek from the Court presiding over the Claim Preservation lawsuit such stays and extensions, including the filing of an answer, as may be necessary to mediate effectively. Further, if during the Mediation Period Owner and Contractor settle any issues, the Parties plaintiff in the Preservation Claim lawsuit shall attempt promptly cause the Court to resolve enter a stipulated general judgment of dismissal with prejudice, or other appropriate order, limiting the Dispute by way remaining scope of mediationlitigation. The Parties parties agree to comply with Owner’s Standard Requirements, which may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties include but are unable not limited to agree on the joint appointment confidentiality of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlementpromptly sign all documents necessary to give effect to such requirements. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.[Optional]

Mediation. Pursuant to paragraph 2.1.3 In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Call Off Schedule 11Agreement, if the Parties agree to participate in at least four (4) hours of mediation as a Dispute Notice condition to filing any judicial reference action with respect to such dispute under Section 10.2. Any such mediation shall be held in Los Angeles, California, before a mediator selected by the Parties in accordance with this Section 10.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is servedmade, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or mutually select a mediation procedure that is agreed between the Partiesmediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the joint appointment administrator of a Mediator JAMS in Los Angeles, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) Working Days from service days after the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR any written demand for mediation is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation delivered in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Section 10.1. The Mediator Parties shall assist equally share the Parties in recording the outcome costs of the mediation. The costs All applicable statutes of any mediation procedure used to resolve limitation and defenses based upon the Dispute under this paragraph 4 passage of this Call Off Schedule 11 time shall be shared equally between tolled from the Parties.date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 10.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 10.2. BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY. MANAGER’S INITIALS CPHP’S INITIALS

Mediation. Pursuant At any time following the completion of the informal process described above, the and the may request that the matter be referred to paragraph 2.1.3 mediation. A mediator shall be appointed. Where there is not a unanimous agreement between the the and the Employer respecting the selection of a mediator, a majority agreement shall prevail. The mediator selected shall meet with the parties as soon as possible following the appointment and shall seek and record written instructions from the parties respecting his or her mandate. The mediator shall provide the parties with a copy of the acknowledgement of instructions and mandate by way of a written report. The report shall include a statement of desire the parties indicating whether the formal procedure described above should or should not be suspended pending the mediation process. Where the and fail to agree, the formal process shall continue during mediation. Where, with the assistance of the mediator, the and the are able to resolve their differences to the satisfaction of each other and the employer, the terms of the agreement shall be reduced to writing in the form of a Memorandum of Agreement which shall be executed by the parties and shall be endorsed in writing by the mediator. A Memorandum of Agreement executed by the parties shall be binding on the parties in accordance with its terms. Where the or the is a member of the bargaining unit, the Union shall be a party to the Memorandum of Agreement. The parties agree that this Call Off Schedule 11, if a Dispute Notice is servedMemorandum of Understanding may be amended at any time by mutual written consent. Appendix MEMORANDUM OF UNDERSTANDING BETWEEN THE GREATER TORONTO AIRPORTS AUTHORITY (“Employer”) -and- THE PUBLIC SERVICE ALLIANCE OF CANADA (“Union’’) Within ninety (90) days following ratification of the new Collective Agreement or unless otherwise agreed, the Parties shall attempt hereto agree to resolve meet to recommence a process for the Dispute by way development of mediationa classification system applicable to all positions within the bargaining unit. The Parties may follow effective date of the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as new system shall be August Should the Parties may agreebe unable to complete this process ninety (90) or a mediation procedure that is days prior to the expiration of this new Collective Agreement, this memorandum shall be re-negotiated. Unless otherwise agreed between by the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for following process will apply: A Joint Classification Committee (the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 “Committee”) shall be shared equally between the Parties.formed comprised of five

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 of this Call Off Schedule 11Clause 18.5 and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (‘the Mediator’) shall be chosen by agreement between the CUSTOMER and the SERVICE PROVIDER or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (‘CEDR’) to appoint a Mediator; the CUSTOMER and the SERVICE PROVIDER shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCUSTOMER and the SERVICE PROVIDER, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CUSTOMER and the SERVICE PROVIDER reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the NOMS Cymru Project Manager (the CUSTOMER’s second point of contact) and the Mouchel Consortium Director or authorised delegate (the SERVICE PROVIDER’s second point of contact). Failing agreement, either the CUSTOMER or SERVICE PROVIDER may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract without the prior written consent of both parties. The CUSTOMER and signed bythe SERVICE PROVIDER shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CUSTOMER and the SERVICE PROVIDER fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesClause 18.5.

Mediation. Pursuant At any time following the completion of the informal process described above, the complainant(s) and the respondent(s) may request that the matter be referred to paragraph 2.1.3 mediation. A mediator shall be appointed. Where there is not a unanimous agreement between the complainant(s), the respondent(s) and the Employer respecting the selection of a mediator, a majority agreement shall prevail and the selection shall be made from the list below. The mediator selected shall meet with the parties as soon as possible following the appointment and shall seek and record written instructions from the parties respecting his or her mandate. The mediator shall provide the parties with a copy of the acknowledgement of instructions and mandate by way of a written report. The report shall include a statement of desire from the parties indicating whether the formal procedure described above should or should not be suspended pending the mediation process. Where the complainant(s) and respondent(s) fail to agree, the formal process shall continue during mediation. Where, with the assistance of the mediator, the complainant(s) and the respondent(s) are able to resolve their differences to the satisfaction of each other and the employer, the terms of the agreement shall be reduced to writing in the form of a Memorandum of Agreement which shall be executed by the parties and shall be endorsed in writing by the mediator. A Memorandum of Agreement executed by the parties shall be binding on the parties in accordance with its terms. Where the complainant(s) or the respondent(s) is a member of the bargaining unit, the Union shall be a party to the Memorandum of Agreement. The parties agree that this Call Off Schedule 11, if a Dispute Notice is servedMemorandum of Understanding may be amended at any time by mutual written consent. List of Mediators Xxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxx Appendix “F” MEMORANDUM OF UNDERSTANDING BETWEEN THE GREATER TORONTO AIRPORTS AUTHORITY (“Employer”) -and- THE PUBLIC SERVICE ALLIANCE OF CANADA (“Union”) Within ninety (90) days following ratification of the new Collective Agreement or unless otherwise agreed, the Parties shall attempt hereto agree to resolve meet to recommence a process for the Dispute by way development of mediationa classification system applicable to all positions within the bargaining unit. The Parties may follow effective date of the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as new system shall be August 1, 2003. Should the Parties may agreebe unable to complete this process ninety (90) or a mediation procedure that is days prior to the expiration of this new Collective Agreement, this memorandum shall be re-negotiated. Unless otherwise agreed between by the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.following process will apply:

Mediation. Pursuant to paragraph 2.1.3 In the event that a Multi-Party Dispute between the parties cannot be resolved by commercial negotiation in accordance with the governance arrangements set out in Part A of this Call Off Schedule 11, if within 30 days of a notice being served under paragraph 5.2; the parties may refer the matter to mediation in accordance with the Multi-Party Dispute Notice is served, the Parties shall Timetable in an attempt to resolve the Dispute by way of mediation. The Parties may follow the it in accordance with CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a model mediation procedure that is agreed between the Partiesprocedure. If the Disputing Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service the timescale specified in the applicable section of the Multi-Party Dispute Notice then either Party may apply Resolution Timetable set out at paragraph 17 below, they shall make a joint application to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate The Mediator, after consultation with the Mediator Disputing Parties where appropriate, will: attend any meetings with either or an application to CEDR is unsuccessful under paragraph 4.2 any of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Disputing Parties are unable to reach a settlement in the negotiations at preceding the mediation, and only if requested or if the Mediator decides this is appropriate and the relevant Parties so request agree; read before the mediation each Case Summary and all the documents sent to him; chair, and determine the procedure for the mediation; assist the Disputing Parties in drawing up any written settlement agreement; and abide by the terms of CEDR's model mediation procedure and CEDR's code of conduct for mediators. The Mediator (and any member of the Mediator's firm or company) will not act for either of the Disputing Parties individually in connection with the Multi-Party Dispute in any capacity during the term. The Disputing Parties accept that in relation to the Multi-Party Dispute neither the Mediator nor Centre for Effective Dispute Resolution (CEDR) is an agent of, or acting in any capacity for, any of the Parties. Furthermore, the Parties and the Mediator agreesaccept that the Mediator (unless an employee of CEDR) is acting as an independent contractor and not as an agent or employee of CEDR. CEDR (Dispute Resolution) CEDR, in conjunction with the Mediator, will make the necessary arrangements for the mediation including, as necessary: nominating, and obtaining the agreement of the Disputing Parties to, the Mediator shall produce for Mediator; organising a suitable venue and dates; organising exchange of the Case Summaries and documents; meeting with either or any of the Disputing Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what (and the Mediator suggests are appropriate settlement terms if appointed), either together or separately, to discuss any matters or concerns relating to the mediation; and general administration in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced relation to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs If there is any issue about the conduct of the mediation upon which the Disputing Parties cannot agree within a reasonable time, CEDR will, at the request of any Disputing Parties, decide the issue for the Disputing Parties , having consulted with them. The Disputing Parties agree to notify the Mediator that they wish to observe the relevant timescales agreed in the Multi-Party Dispute Resolution Timetable. Participants Each Disputing Party will state the names of: the person(s) who will be the lead negotiator(s) for that Party; and any other person(s) (such as professional advisers, colleagues or sub-contractors) who will also be present at, and/or participating in, the mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partieson that Party's behalf.

Mediation. Pursuant In event of a dispute under this Agreement (the “Dispute”), Owner and Beacon agree to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is served, engage in non-binding mediation prior to commencing any litigation with respect to the Parties shall attempt to resolve the Dispute by way of mediationDispute. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (mediation shall occur in Dallas, Texas or such other version place as the Parties may agree) or a mediation procedure that is mutually agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator upon by Owner and Beacon, in writing, within thirty (30) Working Days from service after Owner or Beacon, as applicable, gives the other written notice of a Dispute. In the mediation process, the parties will try to resolve their differences voluntarily with the assistance of an independent, impartial mediator who will attempt to facilitate negotiations. The mediator will be selected by agreement of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)parties. If the Parties are unable parties cannot agree on a mediator within fifteen (15) days after one party sends notice to the other requesting mediation, a mediator will be designated by the American Arbitration Association (“AAA”). Any mediator so designated must be acceptable to both parties. The mediation will be conducted under the auspices of the Commercial Mediation Rules of the AAA and as specified by the mediator. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the Dispute. The mediation will be treated as a settlement in the negotiations at the mediationdiscussion, and only if all discussions, proposals and settlement offer will be Confidential Information for purposes hereof. The mediator may not testify for either party in any later proceeding relating to the Parties so request and the Mediator agrees, the Mediator Dispute. No recording or transcript shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all be made of the circumstancesmediation proceedings. Any settlement reached Each party will bear its own costs in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs fees and expenses of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall mediator will be shared equally between by the Partiesparties. If the parties do not resolve a Dispute through mediation within forty-five (45) days after Owner or Beacon, as applicable, gives the other party written notice of such Dispute, then either Owner and Beacon may commence litigation to resolve such Dispute. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11If, if a Dispute Notice is servedafter compliance with Section 11.1 above, the Controversy remains unresolved, the Parties shall attempt to resolve the Dispute Controversy through mediation as a condition precedent to the commencement of arbitration, litigation, or any other similar proceeding. Either Party may request mediation; provided that the request for mediation shall be in writing and delivered to the other Party personally or by way of mediationcertified mail. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (agree to act in good faith to attempt to resolve any dispute by mediation. A Party shall not be entitled to attorneys’ fees in any lawsuit, arbitration or such other version as the proceeding related to or arising under this Contract if that Party refused or failed to participate in mediation in good faith. The Parties may agree) or further agree to act in good faith to identify a mediation procedure that is agreed between the Partiesmutually acceptable mediator. If the Parties are unable to agree on a mediator, then each Party shall designate a mediator and those mediators shall select a third mediator who shall act as the joint appointment of a Mediator within thirty (30) Working Days from service neutral mediator of the Dispute Notice then either Party may apply to CEDR to nominate Controversy. The mediation shall be filed at the Mediatorregional office of the agreed-upon mediator, and the mediation shall occur at a mutually agreeable location in Santa Xxxxxxx County. If neither Party applies to CEDR to nominate The Parties shall share equally in the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law mediator’s costs and Jurisdiction)fees. If the Parties are unable to reach a settlement in the negotiations Controversy is resolved successfully at the mediation, and only if then, prior to leaving the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf ofmediation, the Parties shall execute a written agreement memorializing the resolution. If the mediation does not successfully resolve the Controversy, or if the Controversy is not resolved within sixty (60) calendar days of the original demand for mediation or such longer period to which the Parties agree in writing, then the Parties may seek an alternative resolution of the Dispute in accordance with the Variation Procedure where appropriate)remaining terms of this Contract. All mediation documents and discussions pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and California Rules of Evidence. The Mediator Parties agree that all applicable statutes of limitations shall assist be tolled while the mediation procedures specified in this Contract are pending, and the Parties in recording agree to take all action, including the outcome execution of stipulations or tolling agreements, necessary to effectuate the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 intent of this Call Off Schedule 11 shall be shared equally between the Partiesprovision.

Mediation. Pursuant The parties agree that as a condition precedent to paragraph 2.1.3 filing suit, they will submit any unresolved disputes to non-binding mediation, with the cost of this Call Off Schedule 11, if such mediation to be borne equally by the parties. Either party may initiate the mediation by delivering a Dispute Notice is servedwritten request to the other party. The written request shall include the full names and business addresses of five (5) proposed mediators who have no known conflict of interest. All proposed mediators shall be licensed attorneys who have served as a mediator on at least one prior occasion. Within fourteen (14) days after receiving the request for mediation and the list of proposed mediators, the Parties recipient shall attempt to resolve select the Dispute by way of mediationmediator from the five individuals proposed. The Parties may follow mediation shall take place in Jefferson County, Alabama, unless the CEDR's Model Mediation Procedure which is current at parties mutually agree in writing upon another location. Unless the time parties agree otherwise in writing, the Dispute Notice is served mediation shall occur within sixty (or such other version as 60) days after delivery of the Parties may agree) or a mediation procedure that is agreed between the Partieswritten request for mediation. If the Parties are unable non-initiating party refuses to agree on select a mediator or submit the joint appointment dispute to mediation within the time periods provided above, then the condition precedent established by this paragraph shall be deemed waived. The condition precedent established by this Section 12.2 shall not preclude either party from filing suit prior to mediation if such action is required to comply with any time limit established by applicable law (e.g. the statue of limitations for alien foreclosure action) or if the suit seeks emergency injunctive relief, provided that the party filing suit proceeds with the **** Material omitted pursuant to a Mediator within thirty (30) Working Days from service request for confidential treatment under Rule 24b-2 of the Dispute Notice then either Party may apply to CEDR to nominate Exchange Act of 1934. Material filed separately with the MediatorSecurities and Exchange Commission. If mediation procedure provided herein promptly thereafter. The mediation shall be confidential. In any subsequent proceeding, including a civil action, neither Party applies to CEDR to nominate the Mediator party shall introduce as evidence, refer to, or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11otherwise use (directly or indirectly) any statements, either Party may proceed to: hold further discussions between Senior Officers; responses, admissions, officer, actions, or an Expert determination, as prescribed proposals made in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance connection with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request mediator shall be disqualified as a witness. All claims and the Mediator agrees, the Mediator disputes that are not resolved by negotiation or mediation as provided for above shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt be submitted to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms of competent jurisdiction for resolution, as provided in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the PartiesSection 13.1.

Mediation. Pursuant Any Dispute that is not resolved pursuant to paragraph 2.1.3 Section 14.1 may be submitted for mediation before a single mediator in accordance with the provisions contained herein and in accordance with the Commercial Mediation Procedures of this Call Off Schedule 11the AAA in effect at the time of the mediation (“AAA Procedures”); provided, if a Dispute Notice is servedhowever, that in the event of any conflict between the procedures herein and the AAA Procedures the procedures herein shall control. The mediator will be named by mutual agreement of the Parties or by obtaining a list of five (5) qualified Persons from the Parties and alternately striking names. All mediation shall attempt be administered by the AAA. All mediation shall take place in the City of Portland, Oregon, unless otherwise agreed to resolve by the Dispute by way of Parties. Each Party shall be required to exchange documents to be used in the mediation not less than five (5) Business Days prior to the mediation. The Parties may follow shall use all commercially reasonable efforts to conclude the CEDR's Model Mediation Procedure which is current at mediation as soon as practicable. All aspects of the time the Dispute Notice is served (or such other version mediation shall be treated as confidential. Neither the Parties nor any mediator may agreedisclose 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 shall give written notice to the other Party and shall afford such Party a reasonable opportunity to protect its interests. Each Party shall be responsible for its own expenses and one-half of any mediation expenses incurred to resolve the dispute. The mediator will provide the Parties with a fee and expense schedule in advance of mediation. Mediation will terminate by: (a) or a mediation procedure written agreement signed by both Parties, (b) determination by the mediator that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty at an unresolvable impasse, or (30c) Working Days from service of the Dispute Notice then two unexcused absences by either Party from the mediation sessions. The mediator will never participate in any claim or controversy covered by this Article XIV as a witness, collateral contract, or attorney and may not be called as a witness to testify in any proceeding involving the subject matter of mediation.‌ O.R.S. §§ 36.100 to 36.238 will apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 entire process of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 (a) Any dispute under the terms of this Call Off Schedule 11Agreement or the Additional Agreements, if a Dispute Notice is servedincluding the alleged breach, termination, validity, interpretation and performance thereof (“Dispute”), but specifically excluding any dispute regarding the Post-Closing Adjustment, which shall be resolved in accordance with Section 3.1(f), shall be resolved with the following procedures: Upon written notice of any Dispute, the Parties parties shall attempt to resolve it promptly by negotiation between Xx. Xxxxxxxxx and the Member’s Representative who have authority to settle the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator and this process should be completed within thirty (30) Working Days from service of days (the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction“Negotiation”). If the dispute has not been resolved by negotiation, then the parties shall proceed to mediation unless the parties at the time of the dispute agree to a different timeframe. A “Notice of Mediation” shall be served, signifying that the Negotiation was not successful and to commence the mediation process. The parties shall retain legal counsel of their choosing and such legal counsel shall agree on a mediator (the “Mediator”) who shall be a mediator in Florida from a list of mediators provided by JAMS; however, if they cannot agree within fourteen (14) days, then the Purchaser and Members’ Representative, through counsel, will convene a conference with a JAMS case administrator (or such other JAMS staff member as JAMS shall make available) and the claimant and the respondent will alternate striking one mediator from the list, claimant striking first, until one mediator is left, which such mediator will be appointed. If such mediator is unable or unwilling to serve, then the last candidate stricken will be appointed. The Parties are unable shall continue through the list in reverse order until a candidate who is willing and able to reach serve is appointed. The mediation session shall be held in Fort Lauderdale, FL within forty-five (45) days of the retention of the Mediator, and last for at least two full mediation days, before any party has the option to withdraw from the process. The parties may agree to continue the mediation process beyond two days, until there is a settlement in agreement, or one party or the negotiations at Mediator states that there is no reason to continue because of an impasse that cannot be overcome and sends a “notice of termination of mediation.” All reasonable efforts will be made to complete the mediation within thirty (30) days of the first mediation session. During the course of the mediation, and only if no party can assert the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt failure to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance fully comply with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome requirement of Negotiation prior to mediation as a reason not to proceed or to delay the mediation. The costs service of the Notice of Mediation shall stay the running of any mediation procedure used to resolve applicable statute of limitations regarding the Dispute under this paragraph 4 until 30 days after the parties agree that the mediation is concluded or the mediator issues a notice of this Call Off Schedule 11 termination of mediation. Each side shall bear an equal share of the mediation costs unless the parties agree otherwise. All communications, both written and oral, are confidential and shall be shared equally between treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the Partiesordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process. The process shall be confidential based on terms acceptable to the mediator and/or mediation service.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off DMP Schedule 1118, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation and where mediation is not agreed, the Parties may proceed to arbitration or litigation in accordance with this DMP Schedule 18. Where the Parties agree to mediation. The , the Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off DMP Schedule 1118, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off DMP Schedule 1118; or arbitration, as prescribed in paragraph 6 of this Call Off DMP Schedule 1118; or litigation in accordance with Clause 57 49. of this Call Off Contract Dynamic Marketplace Agreement (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the procedure for variations under Clause 16.1 (Variation Procedure Procedure) where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off DMP Schedule 11 18 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11, if To the extent a Dispute Notice dispute is servednot resolved through the process outlined in the previous section and remains unresolved, the Parties shall attempt agree to enter into non-binding mediation to resolve the Dispute by way dispute. Within sixty (60) calendar days, of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time issuance of the Dispute Notice is served (Notice, or such other version as longer period that is mutually agreeable to the Parties, the Parties may agree) or agree to identify a mediation procedure that is agreed between mutually acceptable mediator who shall mediate the Partiesdispute. If after making reasonable efforts to identify a mutually acceptable mediator and no later than fifty (50) calendar days after the issuance of the Dispute Notice, the Parties are unable to agree identify such a mediator, the Disputing Party shall provide the non-disputing party with a list of five (5) proposed mediators. The non-disputing shall have five (5) business days from receipt of such list from the Disputing Party to identify one proposed mediator on the joint appointment list to use as a mediator. If the non-disputing Party fails to identify and communicate its choice to the Disputing Party in the time allotted, then the Disputing Party shall be permitted to unilaterally identify the mediator from the list of a Mediator five (5) mediators previously given who shall mediate the Dispute. The mediator shall be an attorney licensed to practice law in the state courts identified in section below titled “Governing Law”. Subject to the mediator’s availability, the Parties agree to mediate the dispute within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If days after the Parties are have identified a mediator who has agreed to mediate the dispute. To the extent the mutually identified mediator is unavailable, unwilling, or unable to reach a settlement in mediate the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf ofDispute, the Parties shall utilize the same steps listed above to identify a new mutually agreeable mediator. To the extent the Disputing Party had to prepare a list of proposed mediators previously, it shall prepare and transmit a revised list within five (in accordance with 5) business days of receiving notice of the Variation Procedure where appropriate)proposed mediator’s unavailability. Subject to the mediator’s requirements, the Parties agree they shall be permitted to attend the mediation via telephone or video conferencing. The Mediator shall assist Parties agree to pay in equal shares the Parties in recording the outcome of the mediation. The costs of any mediation procedure used mediator’s fee and expenses unless otherwise agreed to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiespursuant to a settlement agreement.

Mediation. Pursuant Either party to paragraph 2.1.3 this Agreement may demand non-binding mediation of any claim, dispute, or other matter in contest between the parties and arising under, out of, or related to this Call Off Schedule 11Agreement. All such demands shall be in writing. In the case of claims by BOTTLER/VENDOR against the District or CAMPUS/DEPARTMENT, no such demand shall be made until the complaint procedure found in District’s board policy CHE (LOCAL) has been fully exhausted regarding the contested matter. Unless waived by the District or CAMPUS/DEPARTMENT in writing, the following are conditions precedent to the institution of civil proceedings by the BOTTLER/VENDOR against the District or CAMPUS/DEPARTMENT concerning a contested matter arising under, out of, or related to this Agreement: (1) full exhaustion of claims through the District’s complaint procedure described in policy CHE (LOCAL); and (2) a written demand by the BOTTLER/VENDOR for mediation. Following the full exhaustion of claims through the complaint procedure found in policy CHE (LOCAL) and upon receipt by District (CAMPUS/DEPARTMENT) of BOTTLER/ VENDOR’s written demand for mediation, District (CAMPUS/DEPARTMENT) may, at its option, either proceed with non-binding mediation of the dispute, or provide written notice to the BOTTLER/VENDOR of the District’s decision to waive its right to compel such mediation. If the District waives its right to compel mediation, then BOTTLER/VENDOR is at liberty to pursue its civil remedies, if any. Mediation under this paragraph shall take place before a Dispute Notice is servedneutral third party, agreed to by the Parties parties, in Xxxx County, Texas. If the parties cannot agree on the neutral party, each shall attempt nominate a mediator, and the two mediators so nominated shall agree on a third party neutral. The mediation shall proceed before the neutral third party under rules mutually agreeable to resolve the Dispute by way parties and the mediator. Each party will bear its own expenses of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service cost of the Dispute Notice then either Party may apply to CEDR to nominate third party neutral shall be borne equally by the Mediatorparties. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all Failure of the circumstances. Any settlement reached in mediator to resolve issues acceptable to all parties within 15 days of the mediation shall not be legally binding until it has been reduced allow either party to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiespursue its civil remedies.

Mediation. Pursuant In the event the Company deems that Second Party has breached this Agreement, the Company and Second Party agree that prior to paragraph 2.1.3 the Company pursuing its remedies under Paragraph 5 below, the Company and Second Party shall, in good faith, endeavor to resolve all claims or disputes arising from or relating to the terms of this Call Off Schedule 11Agreement, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute first by way of mediation. The Parties may follow mediation shall be conducted by a mediator selected by the CEDR's Model parties, and shall be concluded not more than 10 business days following the Company s delivery of notice of breach to the Second Party (the Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and JurisdictionPeriod). If In the Parties event the parties are unable to reach a settlement in resolution during the negotiations at the mediation, and only if the Parties so request and the Mediator agreesMediation Period, the Mediator Company shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt then be entitled to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (seek relief in accordance with the Variation Procedure where appropriate)Paragraph 5. The Mediator shall assist parties acknowledge and agree that the Parties Cure Period as defined in recording the outcome Paragraph 6.2 of the mediationEmployment Agreement between the Second Party and the Company to which this Agreement is attached as Exhibit C, shall run concurrently with (and not be in addition to) the Mediation Period. The costs 5. Injunction and Damages - Second Party agrees that this Agreement is important, material, confidential, and gravely affects the effective and successful conduct of the business of the Company, and it effects its reputation and good will and is necessary to protect the Company s Legitimate Business Interests. Second Party recognizes and agrees that the Company will suffer irreparable injury in the event of Second Party s breach of any mediation procedure used covenant or agreement contained herein and cannot be compensated by monetary damages alone, and Second Party therefore agrees that the Company, in addition to resolve the Dispute and without limiting any other remedies or rights that it may have, either under this paragraph 4 Agreement or otherwise, shall have the right to obtain injunctive relief, both temporary and permanent, against the Second Party from any court of competent jurisdiction (Court) if granted by the Court. Second Party further agrees that in the event of Second Party s breach of any covenant or agreement contained herein, the Company, in addition to its right to obtain injunctive relief, shall further be entitled to seek damages, including, but not limited to, compensatory, incidental, consequential, exemplary, and lost profits damages. Second Party agrees to pay the Company s reasonable attorney s fees and costs for enforcement of this Call Off Schedule 11 shall be shared equally between Agreement, if the PartiesSecond Party breaches this Agreement. 6.

Mediation. Pursuant In the event a dispute or controversy between any two or more parties arises in connection with this Agreement (a “Dispute”), prior to paragraph 2.1.3 a party to this Agreement filing any legal action or proceeding against any other party with respect to such Dispute, such party shall provide notice to the other party or parties to the Dispute of its intent to invoke the procedures outlined in this Call Off Schedule 11, if Section 4.15 and shall include in such notice a summary of the Dispute. The parties to the Dispute Notice is served, shall confer in person or by telephone as promptly as possible (but not more than thirty (30) days after receiving notice of the Parties Dispute in accordance with the preceding sentence) and shall attempt to resolve the Dispute by way of mediation. The Parties may follow (the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties“Initial Meeting”). If the Parties are unable Dispute remains unresolved after the Initial Meeting, or if the parties to agree on the joint appointment Dispute fail to meet as required, then a party to the Dispute may initiate non-binding mediation of the dispute in accordance with the CPR Institute for Dispute Resolution Model Procedures for Mediation of Business Disputes (“CPR”). Unless otherwise agreed, the parties to the Dispute will select a Mediator mediator from the CPR “panel of distinguished neutrals.” If the Dispute is not resolved via mediation within thirty (30) Working Days from service days after initiation of mediation, then a party to the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator initiate a legal action or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11proceeding, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriateapplicable terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Section 4.15, a party to a Dispute may initiate litigation immediately if such litigation seeks only equitable remedies. All discussions and negotiations pursuant to this Section 4.15 are confidential and shall be treated as compromise and settlement negotiations under the Federal Rules of Evidence and state rules of evidence. All applicable statutes of limitation and defenses based on the passage of time shall be tolled while the procedures specified in this Section 4.15 are pending. Notwithstanding the foregoing, the provisions of this Section 4.15 will not apply to any dispute with respect to a Put Price, and any dispute with respect to a Put Price will be governed by, and resolved in accordance with, the terms of Section 3.3(c)(v). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.110

Mediation. Pursuant Before filing or initiating any suit, action, or legal proceeding relating to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is servedAgreement, the Parties shall attempt in good faith to settle between the parties hereto all disputes, controversies, or differences arising out of or relating to this Agreement (“Disputes”) in accordance with the following provisions. First, the Parties shall each make available an executive of at least director-level seniority with authority to resolve such dispute (the “Executives”), and such Executives shall attempt to resolve the Dispute by way for a period of mediationthirty (30) calendar days. If the Executives are unable to resolve the Dispute during such thirty (30) day period to both parties’ satisfaction, then the dissatisfied Party shall submit the dispute to non-binding mediation as follows. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time party that did not submit the Dispute Notice is served to mediation shall have fifteen (or such other version 15) calendar days to select in good faith an impartial unaffiliated third party to act as mediator (the “Mediator”) and the parties shall submit the Dispute to the Mediator for resolution. For a period of thirty (30) calendar days, the Mediator shall have the exclusive right to mediate the Dispute. Any meetings between the Parties may agree) or held in conjunction with this dispute resolution process shall be held at a mediation procedure that is location to be mutually agreed between upon by the parties. Each Party shall pay its own expenses and costs in connection with the presentation of such Party’s case. The remaining costs of the mediation, including fees of the Mediator, shall be borne equally by the Parties. If at the end of the period for mediation, the efforts of the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of hereto have ended in failure and the Dispute Notice then either remains unresolved, any Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator exercise its rights and remedies at law or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesequity.

Mediation. Pursuant to paragraph 2.1.3 In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Call Off Schedule 11Agreement, if the Parties agree to participate in at least four (4) hours of mediation as a Dispute Notice condition to filing any judicial reference action with respect to such dispute under Section 10.2. Any such mediation shall be held in San Francisco, California, before a mediator selected by the Parties in accordance with this Section 10.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is servedmade, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or mutually select a mediation procedure that is agreed between the Partiesmediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the joint appointment administrator of a Mediator JAMS in San Francisco, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) Working Days from service days after the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR any written demand for mediation is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation delivered in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Section 10.1. The Mediator Parties shall assist equally share the Parties in recording the outcome costs of the mediation. The costs All applicable statutes of any mediation procedure used to resolve limitation and defenses based upon the Dispute under this paragraph 4 passage of this Call Off Schedule 11 time shall be shared equally between tolled from the Parties.date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 10.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 10.2. BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY. /s/ BPS MANAGER’S INITIALS BPS’ INITIALS

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 Clause 21.5 of this Call Off Schedule 11Contract and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the CUSTOMER and the SERVICE PROVIDER or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other, or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator; and the CUSTOMER and the SERVICE PROVIDER shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCUSTOMER and the SERVICE PROVIDER, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CUSTOMER and the SERVICE PROVIDER reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the CUSTOMER’s Director of Finance Risk and Procurement and SERVICE PROVIDER’s Head of Central Government. Failing agreement, either the CUSTOMER or SERVICE PROVIDER may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract or otherwise without the prior written consent of both parties. The CUSTOMER and signed bythe SERVICE PROVIDER shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CUSTOMER and the SERVICE PROVIDER fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 Clause 21.5 of this Call Off Schedule 11 shall be shared equally between the PartiesContract.

Mediation. Pursuant In the event of any dispute or difference of opinion arising out of or relating to paragraph 2.1.3 this Contract, including but not limited to the formation, interpretation, performance or breach of this Call Off Schedule 11Contract, if a Dispute Notice is servedwhether such dispute arises before or after the expiration of this Contract, the Parties shall attempt Company and the Subscribing Reinsurer may mutually agree in writing that, prior to resolve or at any time during an arbitration proceeding, they will submit such dispute or difference of opinion to non-binding mediation which will be held at a location mutually agreed by the Dispute by way of mediationparties. The Parties may follow parties agree that any non-binding mediation conducted during any stage of an arbitration process shall be conducted concurrently with such arbitration process, and that the CEDR's Model Mediation Procedure which is current at arbitration process or proceedings shall not be stayed unless both the time Company and the Dispute Notice is served Subscribing Reinsurer otherwise agree. Each party shall submit a list of not more than four (or 4) potential mediators to the other party within the fourteen (14) days of reaching such other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesmutual agreement. If the Parties are unable to The two parties shall then agree on the joint appointment on one (1) mediator from the combined lists within seven (7) days. The mediator shall be a neutral, impartial third party, without past employment or directorial relationships with the parties to the mediation. Such mediator shall make full disclosure of all past partisan relationships with either the Company or Subscribing Reinsurer to the parties within seven (7) days of his or her notification that he or she has been selected as a Mediator. 2007 All Lines Casualty XOL Contract If the Company and the Subscribing Reinsurer cannot agree on a mediator within twenty-one (21) days from the date of a Mediator mutual agreement to mediate, then arbitration proceedings may commence in accordance with the Arbitration Article. The mediator will schedule an initial mediation session within thirty (30) Working Days from service days of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator his or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law her appointment and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce will be responsible for the Parties a non-binding recommendation on terms formulation of settlement. This shall not attempt an agenda to anticipate what a court might order but shall set out what be distributed to the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached parties involved in the mediation shall not be legally binding until it has been reduced less than five (5) days before the mediation commences. The mediator will not have the power of enforcement of any agreement between the parties nor will the mediator have any right to writing and signed byassess any damages, or on behalf ofincluding punitive damages, to either party participating in the mediation. If, in the opinion of the mediator, the Parties (parties cannot resolve the dispute or difference of opinion, arbitration proceedings may commence in accordance with the Variation Procedure where appropriate)Arbitration Article. The Mediator In any event, the mediation shall assist conclude within sixty (60) days of its referral to the Parties mediator. Should the mediation not be resolved in recording sixty (60) days, then arbitration proceedings may commence in accordance with the outcome Arbitration Article. Each party shall bear the expense of its own representatives and shall jointly and equally bear with the other party the expenses of the mediator and the place of mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.

Mediation. Pursuant to paragraph 2.1.3 The Parties agree and understand that for the of this Call Off Schedule 11agreement the following language shall form part of the process: Either party, if with the agreement of the other party, may submit a Dispute Notice grievance to grievance Mediation at any time within ten (10) days after the Employer's decision has been rendered at the step prior to arbitration, Article Where the matter is servedso referred, the Parties mediation process shall attempt take place before the matter is referred to resolve arbitration. Grievance mediation will commence within twenty-one (21) days of the Dispute grievance being submitted to mediation, or longer period as agreed by way of mediationthe parties. No matter may be submitted to Grievance Mediation which has not been properly carried through the grievance procedure, provided that the parties may extend the time limits fixed in the grievance procedure. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to parties shall agree on a Mediator. Proceedings before the joint appointment mediator shall be informal. Accordingly, the rules of a Mediator within thirty (30) Working Days from service evidence will not apply, no record of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law proceedings shall be made and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation legal counsel shall not be legally binding until it has been reduced used by either party. If possible, an agreed statement of facts will be provided to writing the Mediator, and signed byif possible, or on behalf ofin advance of the Grievance Mediation Conference. The Mediator will have the authority to meet separately with either party. If no settlement is reached within five (5) days following Grievance Mediation, the Parties (parties are free to submit the matter to Arbitration in accordance with the Variation Procedure where appropriate)provisions of the collective agreement. In the event that a grievance, which has been mediated, subsequently proceeds to arbitration, no person serving as the Mediator may serve as an Arbitrator. Nothing said or done by the mediator may be referred to Arbitration. The Mediator shall assist Union and Employer will share the Parties in recording the outcome cost of the mediationMediator, if any. DATED this day of FOR THE EMPLOYER: FOR THE UNION: OF between THE CORPORATION OF THE COUNTY OF ESSEX and THE CANADIAN UNION OF PUBLIC RE: STUDENT FEEDERS Student Feeders may be used under the following conditions as agreed upon by the parties: They shall not perform any Bargaining Unit work except for the feeding and preparation of residents for meals. They shall not be scheduled to work more than two (2) consecutive hours. DATED this day of FOR THE EMPLOYER: FOR THE SCHEDULE “A” GROUP BENEFITS The Corporation of the County of Essex Parlor Home Union Employees U. E. Local 860) Group Policy No. Your Group Booklet Consultant Consulting Keep in a safe place This booklet is a valuable source of for you and your family. Please keep it in a safe place. We also recommend that you familiarize yourselfwith this information and refer to it when making a claim for group benefits. Your Plan Administrator is there to help Your plan administrator can: help you enrol in the plan provide you with the forms you need to claim group benefits answer any questions you may have Claims and benefitsinformation at your fingertips For more information about your claims or group benefits, please call toll-free number. Just dial: We're on the I Learn more about group benefits by surfing web site. There's group benefits information galore including, industry articles, news clippings, information about products and services, what's covered by your provincial plan and a whole lot more! Check us out! Our address is: Personal I has established a confidential, group insurance file which contains personal information on your plan membership and claims. Only employees who are responsible for underwriting, administration and investigations, or any other person whom you have authorized, will have access to your files are kept in offices. wish have access to the personal information in your file, or to have it corrected, please send a written request to: GROUP INSURANCE PLAN SERVICE CENTRE King Street South Waterloo ON is your responsibility to ensure any information held on your behalf is accurate and up-to-date. Whenever your personal information changes, please notify your plan administrator as soon as possible. Your Group Insurance M embers Benefit Formula Minimum Benefit M Benefit All Employees earnings Termination of Insurance: 65th birthday or retirement, if earlier Class of M embers Benefit Formula Maximum M Benefit All Employees ofmonthly earnings Basic : benefits (excluding benefits for dependent children) and Workers' Compensation Act, Workplace Safety and Insurance Act or other similar legislation. Disability Particulars during the qualifying period and the month period after it, unable to do own job, after the month period, unable to do any job. Qualifying Period : days Benefit Period :to 65th birthday Termination of insurance:65th birthday or retirement, if earlier Summary of Insurance December A - I Extended Health Insurance Part Benefit Deductible Reimburse- Maximum per person family unit A Drug: Pay Direct per prescription B Vision: none none C Hospital: xxxx to semi-private none none D Health Care (Includes semi- private to private hospital coverage) E Out-of-Province Emergency none none *The deductible applies per calendar year. The costs deductible applies to the eligible expenses of any mediation procedure used Part **Maximum for lenses every month period for you and each insured dependant. ***The maximum amount payable applies to resolve the Dispute eligible expenses incurred in a calendar year under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between Part D for you and each insured dependants. Other maximums are listed under the Partiesappropriate Provision page.

Mediation. Pursuant If a dispute related to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is servedAgreement has not been resolved by negotiations, the Parties shall attempt to resolve the Dispute by way of dispute through mediation. The Parties may follow elect to adopt the CEDR's Model Mediation Procedure which is current at rules of the time Norwegian Bar Association for mediation by advocate, modified, if applicable, to suit the Dispute Notice is served (or preferences of the Parties. The Parties should agree on a mediator with such other version qualifications as the Parties may agree) or a believe to be the most appropriate given the nature of the dispute. The detailed approach to mediation procedure that is agreed between shall be determined by the mediator, in consultation with the Parties. If Alternatively, the Parties may agree that the matter is submitted to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The mediator will be nominated by CEDR if the Parties are unable to mutually agree otherwise within 14 days. Joint rules for mediation The mediator shall act impartially and independently in the performance of his or her duties. Prior to accepting an assignment, the mediator shall notify the Parties of any potential circumstances that are likely to give rise to a suspicion of insufficient impartially or independence on his or her part. The mediator shall also give the Parties such notice during the assignment if the Parties have not previously received such information, or if the relevant circumstances arise during the assignment. At the start of mediation, the mediator shall inform the Parties of the basis on which his or her remuneration will be calculated. Unless otherwise agreed, each Party shall pay its own costs and half of the costs of the mediator. The mediator has the right to request the Parties to pay a sufficient advance to cover the costs and remuneration of the mediator, or to request the Parties to provide sufficient security. The assignment of the mediator shall be concluded in one of the following ways: through a proposed solution from the mediator that that Parties have agreed in advance shall be binding through a written settlement or agreement between the Parties, based on the joint appointment of solution proposed by the mediator through the mediator informing the Parties that he or she does not deem it appropriate to continue the assignment, or through a Mediator within thirty (30) Working Days from service of Party informing the Dispute Notice then either mediator that the Party may apply wishes to CEDR to nominate conclude the Mediatorassignment. Litigation or arbitration If neither Party applies to CEDR to nominate the Mediator a dispute is not resolved through negotiations or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11through mediation, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 require such dispute to be resolved with final effect before the Norwegian courts of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction)law. If The venue shall be the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all registered address of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)NCA. The Mediator shall assist Parties may alternatively agree that the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 dispute shall be shared equally between the Partiesresolved with final effect through arbitration.

Mediation. Pursuant to paragraph 2.1.3 In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Call Off Schedule 11Agreement, if the Parties agree to participate in at least four (4) hours of mediation as a Dispute Notice condition to filing any judicial reference action with respect to such dispute under Section 10.2. Any such mediation shall be held in San Francisco, California, before a mediator selected by the Parties in accordance with this Section 10.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is servedmade, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or mutually select a mediation procedure that is agreed between the Partiesmediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the joint appointment administrator of a Mediator JAMS in San Francisco, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) Working Days from service days after the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR any written demand for mediation is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation delivered in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Section 10.1. The Mediator Parties shall assist equally share the Parties in recording the outcome costs of the mediation. The costs All applicable statutes of any mediation procedure used to resolve limitation and defenses based upon the Dispute under this paragraph 4 passage of this Call Off Schedule 11 time shall be shared equally between tolled from the Parties.date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 10.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 10.2. BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY. MANAGER’S INITIALS TIH’S INITIALS

Mediation. Pursuant Either party to paragraph 2.1.3 this Agreement may demand non-binding mediation of any claim, dispute, or other matter in contest between the parties and arising under, out of, or related to this Call Off Schedule 11Agreement. All such demands shall be in writing. In the case of claims by BOTTLER/VENDOR against the District or CAMPUS/DEPARTMENT, no such demand shall be made until the complaint procedure found in District’s board policy CHE (LOCAL) has been fully exhausted regarding the contested matter. Unless waived by the District or CAMPUS/DEPARTMENT in writing, the following are conditions precedent to the institution of civil proceedings by the BOTTLER/VENDOR against the District or CAMPUS/DEPARTMENT concerning a contested matter arising under, out of, or related to this Agreement: (1) full exhaustion of claims through the District’s complaint procedure described in policy CHE (LOCAL); and (2) a written demand by the BOTTLER/VENDOR for mediation. Following the full exhaustion of claims through the complaint procedure found in policy CHE (LOCAL) and upon receipt by District (CAMPUS/DEPARTMENT) of BOTTLER/ VENDOR’s written demand for mediation, District (CAMPUS/DEPARTMENT) may, at its option, either proceed with non-binding mediation of the dispute, or provide written notice to the BOTTLER/VENDOR of the District’s decision to waive its right to compel such mediation. If the District waives its right to compel mediation, then BOTTLER/VENDOR is at liberty to pursue its civil remedies, if any. Mediation under this paragraph shall take place before a Dispute Notice is servedneutral third party, agreed to by the Parties parties, in Bell County, Texas. If the parties cannot agree on the neutral party, each shall attempt nominate a mediator, and the two mediators so nominated shall agree on a third party neutral. The mediation shall proceed before the neutral third party under rules mutually agreeable to resolve the Dispute by way parties and the mediator. Each party will bear its own expenses of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service cost of the Dispute Notice then either Party may apply to CEDR to nominate third party neutral shall be borne equally by the Mediatorparties. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all Failure of the circumstances. Any settlement reached in mediator to resolve issues acceptable to all parties within 15 days of the mediation shall not be legally binding until it has been reduced allow either party to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiespursue its civil remedies.

Mediation. Pursuant to paragraph 2.1.3 of this Call Off Schedule 11To the fullest extent permitted by applicable law, if a Dispute Notice is serveddispute arises out of or relates to this Agreement, and if the dispute cannot be settled through negotiation, then, before resorting such remedies as may be available to them, the Parties dispute shall attempt be referred to resolve mediation at the Dispute by way request of mediationeither Party. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as shall retain a mediator to aid the Parties may agree) or a mediation procedure that is agreed between in their discussions and negotiations by informally providing advice to the Parties. If a mediator cannot be agreed upon by the Parties are unable to agree on within ten (10) days after the joint appointment of a Mediator within date that is thirty (30) Working Days from service days following delivery of the Dispute Notice request for mediation, then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 each of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach shall nominate a settlement in the negotiations at the mediationmediator, and only if those two mediators will select a third mediator who shall act as the mediator for such dispute. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all or by other agreement of the circumstancesParties. Any settlement reached in Costs of the mediation shall be borne equally by the Parties, except that each of the Parties shall be responsible for its own expenses. Mediation efforts shall terminate at the request of either of the Parties given no earlier than sixty (60) days after the selection of the first mediator. The requirement for mediation shall earlier terminate as to any dispute or potential dispute if a Party shall give to the other party a notice stating that its position on the dispute or potential dispute is firm and the other party does not respond with a request for mediation within three (3) days of its receipt of the notice. The foregoing notwithstanding, (a) compliance with this Section shall only be legally binding until it has been reduced a prerequisite to writing the initiation of litigation or the giving by a Party of optional notice of termination of this Agreement, and signed by(b) this Section shall cease to apply to any dispute if a Party fails to nominate a mediator within ten (10) Business Days of being required to do so, or on behalf of, the Parties two mediators fail to select the third mediator within ten (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome 10) Business Days of the mediation. The costs of any mediation procedure used being required to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesdo so.

Mediation. Pursuant to paragraph 2.1.3 If the written decision at Step 2 or 3 does not settle the grievance, within ten (10) calendar days of this Call Off Schedule 11, if a Dispute Notice is servedreceipt of such response, the Parties grievant and Union jointly may request mediation by letter to the Employee Relations Officer. This step is optional. Either the grievant/Union or Management may waive mediation and proceed directly to arbitration. Within ten (10) calendar days of receipt of a request for mediation, the Employee Relations Officer shall either return the request without action or request that the Employee Relations Board appoint a mediator. The Employee Relations Board shall attempt to resolve obtain the Dispute services of a mediator from the State Mediation and Conciliation Service. If a State mediator is unavailable, Union and Management may jointly agree to a mediator selected by way the Executive Director of mediationthe Employee Relations Board. The Parties may follow fees of such mediator shall be shared equally by Union and Management. The primary effort of the CEDR's Model Mediation Procedure which is current at mediator should be to assist the time parties in settling the Dispute Notice is served (or such other version as the Parties may agree) or grievance in a mutually satisfactory fashion. The mediation procedure that is agreed between shall be informal. Court reporters shall not be allowed to be present, the Partiesrules of evidence shall not apply and no record shall be made. The mediator shall determine whether witnesses are necessary in the conduct of the proceedings. If settlement is not possible, the Parties are unable mediator may be requested to agree on provide the joint appointment of a Mediator within thirty (30) Working Days from service parties with an immediate oral opinion as to how the grievance would be decided if it went to arbitration. Such opinion shall be advisory only. Upon mutual agreement of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agreesparties, the Mediator shall produce mediator may be requested to furnish such opinion in writing, along with a brief statement of the reasons for the Parties a non-binding recommendation on terms of settlementopinion. This shall not attempt to anticipate what a court might order but shall set out what Such opinion as well as anything said by the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the parties during mediation shall not be legally binding until it has been reduced to writing used during any subsequent arbitration. Notwithstanding the above, and signed by, or on behalf ofSection 4.865 of the Employee Relations Ordinance, the Parties (in accordance with parties may, upon mutual agreement, agree to accept the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome opinion of the mediation. The costs mediator as binding, in lieu of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesarbitration.

Mediation. Pursuant to paragraph 2.1.3 In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Call Off Schedule 11Agreement, if the Parties agree to participate in at least four (4) hours of mediation as a Dispute Notice condition to filing any judicial reference action with respect to such dispute under Section 10.2. Any such mediation shall be held in San Francisco, California, before a mediator selected by the Parties in accordance with this Section 10.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is servedmade, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or mutually select a mediation procedure that is agreed between the Partiesmediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the joint appointment administrator of a Mediator JAMS in San Francisco, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) Working Days from service days after the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR any written demand for mediation is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation delivered in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Section 10.1. The Mediator Parties shall assist equally share the Parties in recording the outcome costs of the mediation. The costs All applicable statutes of any mediation procedure used to resolve limitation and defenses based upon the Dispute under this paragraph 4 passage of this Call Off Schedule 11 time shall be shared equally between tolled from the Parties.date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 10.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 10.2. BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY. MANAGER’S INITIALS LENNAR CONCORD’S INITIALS

Mediation. Pursuant Any dispute or difference between the parties arising out of or in connection with this Agreement that cannot be resolved by the consent of the parties’ CEOs shall be referred to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is servedmediation before any party resorts to arbitration or other dispute resolution procedure. Unless the parties agree otherwise, the Parties shall attempt to resolve the Dispute by way of mediation. mediation will be conducted in accordance with The Parties may follow the CEDR's Model CPR Mediation Procedure which is current at for Business Disputes (Revised 1998) of the time the CPR Institute for Dispute Notice is served (or such Resolution by a mediator who has had both training and experience as a mediator of pharmaceutical industry disputes and other version as the Parties may agree) or a mediation procedure that is agreed between the Partiesgeneral commercial matters. If the Parties are unable to parties cannot agree on a mediator, then the joint appointment of a Mediator within thirty (30) Working Days from service mediator will be selected by the President of the CPR Institute for Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (Resolution in accordance with the Variation Procedure where appropriatecriteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute (other than as to a dispute relating to patent validity or as to a matter left to the discretion of a party hereunder) will be resolved by arbitration pursuant to Section 10(c). The Mediator shall assist All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the Parties course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in recording the outcome of the mediationany arbitration or litigation. The costs of any mediation procedure used pursuant to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall section will be shared equally between by the Partiesparties to this Agreement. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 Clause 21.5 of this Call Off Schedule 11Contract and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the CUSTOMER and the CONTRACTOR or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other, or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator; and the CUSTOMER and the CONTRACTOR shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCUSTOMER and the CONTRACTOR, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CUSTOMER and the CONTRACTOR reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the [*** insert CUSTOMER’s second point of contact ***] and [*** insert CONTRACTOR’s second point of contact ***]. Failing agreement, either the CUSTOMER or CONTRACTOR may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract or otherwise without the prior written consent of both parties. The CUSTOMER and signed bythe CONTRACTOR shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CUSTOMER and the CONTRACTOR fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 Clause 21.5 of this Call Off Schedule 11 shall be shared equally between the PartiesContract.

Mediation. Pursuant to paragraph 2.1.3 In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Call Off Schedule 11Agreement, if the Parties agree to participate in at least four (4) hours of mediation as a Dispute Notice condition to filing any judicial reference action with respect to such dispute under Section 10.2. Any such mediation shall be held in Los Angeles, California, before a mediator selected by the Parties in accordance with this Section 10.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is servedmade, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or mutually select a mediation procedure that is agreed between the Partiesmediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the joint appointment administrator of a Mediator JAMS in Los Angeles, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) Working Days from service days after the date of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR any written demand for mediation is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation delivered in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate)Section 10.1. The Mediator Parties shall assist equally share the Parties in recording the outcome costs of the mediation. The costs All applicable statutes of any mediation procedure used to resolve limitation and defenses based upon the Dispute under this paragraph 4 passage of this Call Off Schedule 11 time shall be shared equally between tolled from the Parties.date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 10.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 10.2. BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY. /s/ CPHP MANAGER’S INITIALS CPHP’S INITIALS

Mediation. Pursuant Tenant and Landlord agree to mediate any dispute or claim arising between them out of this agreement, or any resulting transaction, before resorting to arbitration or court action, subject to paragraph 2.1.3 of this Call Off Schedule 1134B(2) below. Paragraphs 34B(2) and (3) apply whether or not the arbitration provision is initiated. Mediation fees, if a Dispute Notice is servedany, shall be divided equally among the Parties shall attempt parties involved. If for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties are unable to agree on the joint appointment of a Mediator within thirty (30) Working Days from service of the Dispute Notice then either Party may apply to CEDR to nominate the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the matter through mediation, and only if the Parties so or refuses to mediate after a request and the Mediator agreeshas been made, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation then that party shall not be legally binding until it has been reduced entitled to writing recover attorney fees, even if they would otherwise be available to that party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. B. ARBITRATION OF DISPUTES: (1) TENANT AND LANDLORD AGREE THAT ANY DISPUTE OR CLAIM IN LAW OR EQUITY ARISING BETWEEN THEM OUT OF THIS AGREEMENT OR ANY RESULTING TRANSACTION, WHICH IS NOT SETTLED THROUGH MEDIATION, SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION, INCLUDING AND SUBJECT TO PARAGRAPHS 34B(2) AND (3) BELOW. THE ARBITRATOR SHALL BE A RETIRED JUDGE OR JUSTICE, OR AN ATTORNEY WITH AT LEAST 5 YEARS OF REAL ESTATE TRANSACTIONAL LAW EXPERIENCE, UNLESS THE PARTIES MUTUALLY AGREE TO A DIFFERENT ARBITRATOR, WHO SHALL RENDER AN AWARD IN ACCORDANCE WITH SUBSTANTIVE CALIFORNIA LAW. IN ALL OTHER RESPECTS, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH PART III, TITLE 9 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. JUDGMENT UPON THE AWARD OF THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CODE OF CIVIL PROCEDURE SS.1283.05. (2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are excluded from Mediation and signed byArbitration hereunder: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or on behalf ofinstallment land sale contract as defined in Civil Code ss.2985; (ii) an unlawfuL detainer action; (iii) the filing or enforcement of a mechanic's lien; (iv) any matter that is within the jurisdiction of a probate, the Parties small claims, or bankruptcy court; and (in accordance with the Variation v) an action for bodily injury or wrongful death, or for latent or patent defects to which Code of Civil Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Parties.ss.337.1

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 Clause 21.5 of this Call Off Schedule 11Contract and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the CUSTOMER and the CONTRACTOR or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other, or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator; and the CUSTOMER and the CONTRACTOR shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCUSTOMER and the CONTRACTOR, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CUSTOMER and the CONTRACTOR reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx, Legal Counsel. Failing agreement, either the CUSTOMER or CONTRACTOR may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract or otherwise without the prior written consent of both parties. The CUSTOMER and signed bythe CONTRACTOR shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CUSTOMER and the CONTRACTOR fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 Clause 21.5 of this Call Off Schedule 11 shall be shared equally between the PartiesContract.

Mediation. Pursuant Before any dispute between the Parties is referred --------- to paragraph 2.1.3 of this Call Off Schedule 11, if a Dispute Notice is servedan arbitrator or arbitration panel for resolution, the Parties shall attempt use reasonable and good faith efforts to resolve said dispute on an informal basis or through the Dispute by way use of mediationa mediator mutually agreeable to both Parties. The Parties may follow mediator selected for this purpose shall not have any power to render a decree or to enter any judgment binding upon the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as Parties, but instead said mediator shall be selected in an effort to achieve a consensus and agreement between the Parties with respect to the issue or issues in dispute. In the event either Party believes an issue has not been resolved to said Party's satisfaction and that said dispute potentially may agreebe the subject of arbitration if not resolved, said Party shall have the right to demand that said issue be presented to a mediator for mediation and conciliation. In such event, said Party desiring such mediation (the "Electing Party") shall give notice to the other Party (the "Notice Party") as to the Electing Party's desire to refer said issue to a mediator for resolution. Said written notice to the Notice Party shall specify the names of at least three (3) persons who would be acceptable to the Electing Party as a mediator for this purpose. The Notice Party shall have the right to agree to any one (1) of the three (3) persons so named to serve as mediator or shall have the right to reject all said persons named and suggest three (3) prospective mediators in return. If both Parties are unable to agree as to the name of a mediator who will serve as such in connection with said mediation procedure that is agreed between proceedings within thirty (30) days of the Partiesdate the Electing Party first gives notice to the Notice Party in this regard, then the issue involved shall not be required to be mediated, but instead may be the subject of arbitration pursuant to the provisions hereafter specified. If the Parties are able to agree as to a person who can serve as mediator, then the parties shall meet with said mediator and attempt to resolve that issue to their mutual satisfaction. If the parties are unable to agree on the joint appointment of achieve a Mediator within thirty (30) Working Days from service resolution of the Dispute Notice issue through said mediation proceeding, then either Party may apply to CEDR to nominate thereafter invoke the Mediator. If neither Party applies to CEDR to nominate the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties a non-binding recommendation on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation shall not be legally binding until it has been reduced to writing and signed by, or on behalf of, the Parties (in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 of this Call Off Schedule 11 shall be shared equally between the Partiesarbitration proceedings hereafter specified.

Mediation. Pursuant The procedure for mediation pursuant to paragraph 2.1.3 Clause 21.5 of this Call Off Schedule 11Contract and consequential provisions relating to mediation shall be as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the CUSTOMER and the SERVICE PROVIDER or, if a Dispute Notice is served, the Parties shall attempt to resolve the Dispute by way of mediation. The Parties may follow the CEDR's Model Mediation Procedure which is current at the time the Dispute Notice is served (or such other version as the Parties may agree) or a mediation procedure that is agreed between the Parties. If the Parties they are unable to agree on upon the joint appointment identity of a the Mediator within thirty ten (3010) Working Days after a request by one party to the other, or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from service the date of the Dispute Notice then proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party may party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator; and the CUSTOMER and the SERVICE PROVIDER shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. The parties may at any stage seek assistance from the CEDR to nominate provide guidance on a suitable procedure. Unless otherwise agreed by the MediatorCUSTOMER and the SERVICE PROVIDER, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. If neither Party applies In the event that the CUSTOMER and the SERVICE PROVIDER reach agreement on the resolution of the dispute, the agreement shall be reduced to CEDR to nominate writing and shall be binding on both parties once it is signed by the [*** insert CUSTOMER’s second point of contact ***] and [*** insert SERVICE PROVIDER’s second point of contact ***]. Failing agreement, either the CUSTOMER or SERVICE PROVIDER may invite the Mediator or an application to CEDR is unsuccessful under paragraph 4.2 of this Call Off Schedule 11, either Party may proceed to: hold further discussions between Senior Officers; or an Expert determination, as prescribed in paragraph 5 of this Call Off Schedule 11; or arbitration, as prescribed in paragraph 6 of this Call Off Schedule 11; or litigation in accordance with Clause 57 of this Call Off Contract (Governing Law and Jurisdiction). If the Parties are unable to reach a settlement in the negotiations at the mediation, and only if the Parties so request and the Mediator agrees, the Mediator shall produce for the Parties provide a non-binding recommendation but informative opinion in writing. Such an opinion shall be provided on terms of settlement. This shall not attempt to anticipate what a court might order but shall set out what the Mediator suggests are appropriate settlement terms in all of the circumstances. Any settlement reached in the mediation without prejudice basis and shall not be legally binding until it has been reduced used in evidence in any proceedings relating to writing this Contract or otherwise without the prior written consent of both parties. The CUSTOMER and signed bythe SERVICE PROVIDER shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by both parties unless otherwise directed by the Mediator. Work and activity to be carried out under this Contract shall not cease or be delayed during the mediation process. In the event that the CUSTOMER and the SERVICE PROVIDER fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or on behalf ofsuch longer period as may be agreed, then any dispute or difference between them may, subject to the Parties (agreement of both parties, be referred to arbitration in accordance with the Variation Procedure where appropriate). The Mediator shall assist the Parties in recording the outcome provisions of the mediation. The costs of any mediation procedure used to resolve the Dispute under this paragraph 4 Clause 21.5 of this Call Off Schedule 11 shall be shared equally between the PartiesContract.