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EXHIBIT C <br />To Master Professional Services Agreement <br />Between SAIC Energy, Environment & Infrastructure, LLC <br />and Elk River Municipal Utilities <br />6. Any dispute or action which arises under this agreement or which relates in any <br />way to this agreement, the subject matter of this agreement, or Recipient's use of <br />or reliance upon the Work Products shall be subject to binding arbitration in <br />English under the Construction Industry Arbitration Rules as promulgated by the <br />American Arbitration Association and arbitrability shall be subject to the Federal <br />Arbitration Act. EACH PARTY UNDERSTANDS THAT, BY AGREEING TO <br />ARBITRATE ANY DISPUTES BETWEEN THEM, THEY ARE GIVING UP <br />RIGHTS, INCLUDING RIGHTS TO A TRIAL BY JURY, TO THE BROADER <br />DISCOVERY PERMITTED IN COURT PROCEEDINGS, AND TO APPEAL. <br />In any action to enforce or interpret this Agreement, the prevailing Party shall be <br />entitled to recover, as part of its judgment, reasonable attorneys' fees and costs <br />from the other Party. <br />This agreement shall be governed by, and construed in accordance with, the laws <br />of the State of New York. The parties also agree that New York law will apply to <br />any claim and/or litigation arising out of, or in any way related to, the use of or <br />reliance upon the Work Products. <br />ACKNOWLEDGED & AGREED <br />THIRD PARTY] <br />Signature <br />Name <br />Title <br />Date <br />SAIC ENERGY, ENVIRONMENT & INFRASTRUCTURE, LLC <br />Signature <br />Name <br />Title <br />Date <br />Copyright ©SAIC Energy, Envirottment & Infrastructure, LLC <br />All Rights Reserved <br />OOOOOOIMASTER PSA ELK RIVER MUNICIPAL UTILITIES.DOC Dale Page <br />