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E p d OLSSON <br />A 5 S 0 C I A T E S <br />5.1.4 Material changes in the conditions under which this Agreement was entered into, the <br />Scope of Services or the nature of the Project, and the failure of the parties to reach agreement <br />on the compensation and schedule adjustments necessitated by such changes. <br />5.2 In the event of a "for cause" termination of this Agreement by either party, the Client <br />shall within fifteen (15) calendar days of termination pay Olsson for all services rendered and all <br />reimbursable costs incurred by Olsson up to the date of termination, in accordance with the <br />payment provisions of this Agreement. <br />5.3 The Client may terminate this Agreement for the Client's convenience and without cause <br />upon giving Olsson not less than senen (7) calendar days' wfitteig netwee. IR th8 GV@Pt Qf @PY <br />termination that is not the fault of Olsson, the Client shall pay Olsson, in addition to payment for <br />services rendered and reimbursable costs incurred, for all expenses reasonably incurred by <br />Olsson in connection with the orderly termination of this Agreement, including but not limited to <br />demobilization, reassignment of personnel, associated overhead costs, any fees, costs or <br />expenses incurred by Olsson in preparing or negotiating any proposals submitted to Client for <br />Olsson's Basic or Additional Services under this Agreement and all other expenses directly <br />resulting from the termination and a reasonable profit of not less than 10% of Olsson's actual <br />costs incurred. <br />SECTION 6— DISPUTE RESOLUTION <br />6.1. Mediation <br />6.1.1 All questions in dispute under this Agreement shall be submitted to mediation. On the <br />written notice of either party to the other of the election to submit any dispute under this <br />Agreement to mediation, each party shall designate their representatives and shall meet within <br />ten (10) days after the service of the notice. The parties themselves shall then attempt to <br />resolve the dispute within ten (10) days of meeting. <br />6.1.2 Should the parties themselves be unable to agree on a resolution of the dispute, then <br />the parties shall appoint a third party who shall be a competent and impartial party and who <br />shall be acceptable to each party, to mediate the dispute. Any third party mediator shall be <br />qualified to evaluate the performance of both of the parties, and shall be familiar with the design <br />and construction progress. The third party shall meet to hear the dispute within ten (10) days of <br />their selection and shall attempt to resolve the dispute within fifteen (15) days of first meeting. <br />6.1.3 Each party shall pay the fees and expenses of the third party mediator and such costs <br />shall be borne equally by both parties. <br />6.2 Arbitration or Litigation <br />6.2.1 Olsson and Client agree that from time to time, there may be conflicts, disputes and /or <br />disagreements between them, arising out of or relating to the services of Olsson, the Project or <br />this Agreement (hereinafter collectively referred to as "Disputes ") which may not be resolved <br />through mediation. Therefore, Olsson and Client agree that all Disputes, arising out of this <br />Agreement or related to the services provided under this Agreement shall be resolved by <br />binding arbitration or litigation at the sole discretion and choice of Olsson. If Olsson chooses <br />arbitration, the arbitration proceeding shall proceed in accordance with the Construction Industry <br />is Arbitration Rules of the AAA. <br />Page 10 <br />