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Carrie Copfer <br />November 28, 2005 <br />If the dispute has not been resolved by negotiation as provided above, the parties shall endeavor to settle the <br />dispute by mediation under the then current Center for Public Resources ( "CPR ") Model Procedure for <br />Mediation of Business Disputes. The neutral third party will be selected from the CPR panel of neutrals <br />within twenty days of the initiation of the mediation process. If the parties encounter difficulty in agreeing <br />on a neutral, they will seek the assistance of the CPR in the selection process. The mediation shall occur at <br />the time and place selected by the mediator. <br />In the event mediation does not resolve the dispute, the parties may pursue their respective legal remedies. <br />We appreciate the opportunity to be of service to the City of North Olmsted and believe this letter accurately <br />summarizes the significant terms of our engagement. If you have any questions, please let us know. If you <br />agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it <br />to us. <br />Very truly yours, <br />CIUNI & PANICHI, INC. <br />RESPONSE: <br />This letter correctly sets forth the understanding of the City of North Olmsted. <br />B <br />Title:z <br />Date: ` <br />