Shearer and Associates Inc 3/9/2020

by the American Arbitration Association ("AAA") pursuant to its Construction Industry Mediation Rules. The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. Unless otherwise mutually agreed by Owner and Design-Builder and consistent with the mediator's schedule,the mediation shall commence within 90 days of the submission of the dispute to mediation. The Parties shall bear their own individual mediation costs and shall evenly split the cost of the mediator. 10.8. Litigation. Any Claims, disputes or controversies between the parties arising out of or relating to the Contract, or the breach thereof, which have not been resolved in accordance with the procedures set forth in Section 10.7 above shall be decided by litigation, unless the parties mutually agree in writing otherwise. All unresolved Claims of Design-Builder shall be waived and released unless Design-Builder has complied with the time limits of the Contract Documents, and litigation is served and filed within the earlier of(a) 120 days after the Date of Substantial Completion of all the Work designated in writing by Owner or(b) 60 days after Final Acceptance. This requirement cannot be waived except by an explicit written waiver signed by Owner and Design-Builder. The pendency of mediation shall toll these deadlines until the earlier of the mediator providing written notice to the parties of impasse or 30 days after the last mediation session ended with no further sessions scheduled by the mediator. Article 11 Stop Work and Termination for Cause 11.1 Owner's Right to Stop Work 11.1.1 Owner may, without cause and for its convenience, order Design-Builder in writing to stop and suspend the Work. 11.1.2 Design-Builder is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of stoppage of the Work by Owner which is not caused by the acts of Design Builder or its agents or Subcontractors. 11.2 Owner's Right to Perform and Terminate for Cause 11.2.1 If Design-Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements,(iv)timely pay,without cause, Design Consultants or Subcontractors, (v)prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, or (vi) perform material obligations under the Contract Documents, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below. 11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Contract unless the problem cited is cured, or commenced to be cured,within seven days of Design-Builder's receipt of such notice. If Design-Builder fails to cure, or reasonably commence(as determined by the Owner)to cure, such problem, then Owner may give a second written notice to Design-Builder of its intent to terminate within an additional seven day period. If Design-Builder,within such second seven day period,fails to cure,or reasonably commence(as determined by the Owner)to cure,such problem,then Owner may declare the Contract terminated for default by providing written notice to Design-Builder of such declaration. 11.2.3 Upon declaring the Contract terminated pursuant to Section 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, and take over the contracts of any East Clearwell Project General Conditions of Contract Page 22