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<br />APPROVED 12/05/05 <br />constitute a breach hereunder by the County. Except as otherwise provided in this Agreement, <br />RFP has no responsibility whatsoever for such Senior Center. <br />13.2 Cooperation/Mediation. <br />(a) The parties desire to cooperate with each other in the management and <br />operation of the Facility pursuant to the terms hereof. In keeping with this cooperative spirit and <br />intent, any dispute arising hereunder will first be referred in writing to the parties' respective <br />agents or representatives prior to either party initiating a legal suit, who will endeavor in good <br />faith to resolve any such disputes within the limits of their authority and within forty-five (45) <br />days after the commencement of such discussions. If and only if any dispute remains unresolved <br />after the parties have followed the dispute resolution procedure set forth above, the matter will be <br />resolved pursuant to Section 13.2(b) below. <br />(b) The parties may agree to mediate any dispute arising hereunder. The <br />parties agree that any mediation proceeding (as well as any discussion pursuant to Section <br />13.2(a) above) will constitute settlement negotiations for purposes of the federal and state rules <br />of evidence and will be treated as non-discoverable, confidential and privileged communication <br />by the parties and the mediator. No stenographic, visual or audio record will be made of any <br />mediation proceedings or such discussions. All conduct, statements, promises, offers and <br />opinions made in the course of the mediation or such discussion by any party, its agents, <br />employees, representatives or other invitees and by the mediator will not be discoverable nor <br />admissible for any purposes in any litigation or other proceeding involving the parties and will <br />not be disclosed to any third party. <br />(c) The parties' efforts to reach a settlement of any dispute will continue until <br />the conclusion of any mediation proceeding. The mediation proceeding will be concluded when: <br />(i) a written settlement agreement is executed by the parties, or (ii) the mediator concludes and <br />informs the parties in writing that further efforts to mediate the dispute would not be useful, or <br />(iii) the parties agree in writing that an impasse has been reached. Notwithstanding the foregoing, <br />either party may withdraw from a mediation proceeding without liability therefor in the event <br />such proceeding continues for more than forty-five (45) days from the commencement of such <br />proceeding. For purposes of the preceding sentence, the proceeding will be deemed to have <br />commenced following the completion of the selection of a mediator. <br />(d) If any dispute has not been resolved pursuant to the foregoing, either party <br />may terminate this Agreement as provided in Section 12 hereof and/or may file suit in the North <br />Carolina state courts sitting in Orange County to enforce its rights hereunder. <br />(e) The procedure specified in this Section 13.2 shall be the sole and <br />exclusive procedures for the resolution of disputes between the parties arising out of or relating <br />to this Agreement; provided, however, that a parry, without prejudice to the above procedures, <br />may file a complaint to seek a preliminary injunction or other provisional judicial relief, if in its <br />sole discretion such action is necessary to avoid irreparable damage or to preserve the status quo <br />("Equitable Litigation"). Despite such action, the parties will continue to participate in good faith <br />in the procedures specified in this Section 13.2. <br />28 <br />