Agenda - 11-02-2005-9a - Laserfiche WebLink

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41 constitute a breach hereunder by the County. Except as otherwise provided in this Agreement, RFP has no responsibility whatsoever for such Senior Center. 1.3.2 Cooperation/Mediation. (a) The parties desire to cooperate with each other in the management and operation of the Facility pursuant to the ternrs hereof In keeping with this cooperative spirit and intent, any dispute arising hereunder will first be referred in writing to the parties' respective agents or representatives prior to either party initiating a legal suit, who will endeavor in good faith to resolve any such disputes within the limits of their authority and within forty-five (45) days after the commencement of such discussions.. If and only if any dispute remains unresolved after the parties have followed the dispute resolution procedure set forth above, the rnatter will he resolved pursuant to Section 1.3.2(b) below. (b) The parties may agree to mediate any dispute arising hereunder, The pazties agree that any mediation proceeding (as well as any discussion pursuant to Section 13,2(a) above) will constitute settlement negotiations for purposes of the federal and state rules of evidence and will be treated as non-discoverable, confidential and privileged communication by the parties and the mediator. No stenographic, visual or audio record will be made of any mediation proceedings or such discussions. All conduct, statements, promises, offers and opinions made in the course of the mediation or such discussion by any party, its agents, employees, representatives or other invitees and by the mediator will not be discoverable nor admissible for any purposes in any litigation or other proceeding involving the parties and will not he disclosed to any third party, (c) The parties' efforts to reach a settlement of any dispute will continue until the conclusion of any mediation proceeding, The mediation proceeding will be concluded when: (i) a written settlement agreement is executed by the parties, or (ii) the mediator concludes and informs the parties in writing that further efforts to mediate the dispute would not be useful, or (iii) the parties agree in writing that an impasse has been reached, Notwithstanding the foregoing, either party may withdraw from a mediation proceeding without liability therefor in the event such proceeding continues for more than forty-five (45) days from the commencement of such proceeding. For purposes of the preceding sentence, the proceeding will be deemed to have commenced following the completion of'the selection of a mediator. (d) If any dispute has not been resolved pursuant to the foregoing, either party may terminate this Agreement as provided in Section 12 hereof and/or may file suit in the North Carolina state courts sitting in Orange County to enforce its rights hereunder.. (e) The procedure specified in this Section 13..2 shall be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating to this Agreement; provided, however, that a party, without prejudice to the above procedures, may file a complaint to seek a preliminary injunction or other provisional,judicial relief; if in its sole discretion such action is necessary to avoid irreparable damage or to preserve the status quo ("Equitable Litigation"). Despite such action, the parties will continue to participate in good faith in the procedures specified in this Section 13..2, 28