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?..?_ <br />6.7 Independent Contractor. Malcolm Pirnie represents <br />that it is an independent contractor and is not an employee <br />of Client. <br />6.8 Disputes. If a dispute or complaint [Dispute] arises <br />concerning this Agreement, Client and Malcolm Pirnie will <br />negotiate a resolution of the Dispute. Should negotiation be <br />unsuccessful, mediation of the Dispute by a third party shall <br />follow. Any time which elapses in attempting to resolve the <br />Dispute through either or both negotiation or mediation <br />shall extend day-for-day any applicable statute(s) of repose <br />or limitation of actions. <br />6.8.1 <br />6.8.2 <br />6.8.4 <br />6.8.5 <br />Negotiation. Following written notice of a Dispute, <br />a minimum of three face-to-face meetings (or less <br />if the Dispute is resolved) shall be held. <br />Mediation. If negotiation is unsuccessful, a mutual- <br />ly acceptable third party [Facilitator] having exper- <br />tise in the subject of the Dispute shall be engaged <br />to mediate the Dispute. The fee and expenses of <br />the Facilitator shall be shared equally by the pazties <br />to the Dispute. The parties may present evidence <br />and arguments to the Facilitator. Unless the Facili- <br />tator and the parties agree otherwise, a minimum of <br />three face-to-face meetings shall be held within the <br />sixty day period beginning on the date of the Facili- <br />tator's engagement. <br />Following the third meeting, or earlier if appropri- <br />ate, the Facilitator shall report to the parties wheth- <br />er he believes the Dispute is resolvable through <br />mediation. At that point the parties shall elect (a) <br />to continue mediation, (b) replace the Facilitator <br />and continue mediation, or (c) end mediation. If <br />the mediation is ended, the parties may adjudicate <br />or arbitrate the Dispute. <br />Adjudicatioa. The laws of the State shall control <br />both the action and the substantive issues unless <br />required by law to be filed in a federal district <br />court. Disputes whose total value [exclusive of <br />interest] exceeds $200,000 may not be arbitrated but <br />may be litigated. <br />Arbitration. If the parties elect to submit the Dis- <br />pute to arbitration, (a) the azbitration shall be <br />decided in accordance with the current Construction <br />Industry Arbitration Rules of the American Arbitra- <br />tion Association; (b) the demand for arbitration <br />may not be made after the date when institution of <br />legal or equitable proceedings to resolve the Dis- <br />pute would be barred by the applicable statute of <br />limitations; and (c) the arbitration proceeding may <br />not include, by consolidation or otherwise, any <br />person other than the Client or Malcolm Pirnie. <br />NO O&M.C/lph <br />1943-003 <br />? .? <br />Any decision rendered by the arbitrators shall be <br />final. Judgment may be entered upon the decision <br />in any court having jurisdiction. The decision shall <br />not be subject to modification or appeal except to <br />the extent permitted by Sections 10 and 11 of the <br />Federal Arbitration Act (9 U.S.C. 10, 11). <br />6.9 Notices. Written notices may be delivered in person or <br />by certified mail, by facsimile, or by courier. All notices <br />shall be effective upon the date of receipt by the party. <br />Notices shall be delivered or sent to the designated repre- <br />sentative of the other party at the address given on the last <br />page of this Agreement. An address may only be changed <br />by written notice. <br />6.10 Applicable Law. If applicable to this Agreement, <br />Malcolm Pirnie will comply with the requirements of: <br />6.10.1 the Equal Employment Opportunity clause in <br />Section 202 of Executive Order 11246, as amended, <br />6.10.2 Utilization of Small and Disadvantaged Business <br />Concerns (Public Law 95-507), and <br />6.10.3 all other federal, state and iocal laws and regula- <br />tions or orders issued under such laws. <br />6.11 Entire Agreement. This Agreement, including any <br />schedules, attachments and referenced documents, is the <br />entire agreement between the Client and Malcolm Pirnie. <br />Any prior or contemporaneous agreements, promises, <br />negotiations or representations not expressly stated herein <br />are of no force and effect. Any changes to this Agreement <br />shall be in writing and signed by the Client and Malcolm <br />Pirnie. <br />6.12 Waivers and Severability. A waiver or breach of any <br />term, condition, or covenant by a party shall not constitute <br />a waiver or breach of any other term, condition or covenant. <br />If any court of competent jurisdiction declares a provision of <br />this Agreement invalid, illegal, or otherwise unenforceable, <br />the remaining provisions of the Agreement shall remain in <br />full force and effect. <br />6.13 Effective Date. Unless stated otherwise in Schedule A, <br />this Agreement is effective on the date shown on the cover <br />page. <br />,.. . e Y . . e- . . .