2019 PRCA Rule Book

B12.6.6 Arbitration. If the parties are unable to resolve the Claim through mediation within thirty (30) days following its submission to mediation, any person making the Claim may submit the matter to arbitration under the auspices and Rules of the American Arbitration Association (“AAA”). Failure to submit the Claim to arbitration within ninety (90) days of the initial submission of the Claim to the CEO shall forever bar assertion of the Claim in arbitration under B12.6.6, and, accordingly, shall forever bar assertion of the Claim in any court, forum or adjudicative body of any kind in any jurisdiction. The arbitration shall be conducted in Colorado Springs, Colorado under the Commercial Arbitration Rules of the AAA, applying the Procedures for Large Complex Commercial Disputes. The arbitration shall be conducted by a panel of three arbitrators (“Arbitration Panel”), all of whom shall be lawyers who have practiced for more than fifteen (15) years. At least one of the arbitrators must be experienced in complex commercial and/or corporate litigation, and at least one arbitrator must be experienced in the practice of corporate law and/or corporate governance law. All arbitrators must be experienced in at least one of the following fields of practice: (i) corporate law, including the formation of corporations and the drafting of corporate documents, or general corporate litigation; (ii) corporate governance or the litigation of corporate and/or partnership governance claims; (iii) antitrust law or the litigation of antitrust claims; (iv) securities law or the litigation of securities law claims; (v) contract drafting or the litigation of contract related claims; (vi) business torts and/or unfair competition litigation; or (vii) corporate class action litigation. The award to be issued by the Arbitration Panel shall be a Reasoned Award, with Findings of Fact and Conclusions of Law under the AAA Rules. The decision of the Arbitration Panel shall be final and binding in accordance with the Rules of the AAA and the Federal Arbitration Act. The administrative costs of proceeding with the arbitration, including the fees of the arbitrators, shall be borne equally by each party, subject to the Arbitration Panel’s ultimate allocation of fees and costs as part of its Award. The Arbitration Panel shall award one hundred percent (100%) of the costs of the arbitration to the substantially prevailing party in the arbitration. In circumstances where neither party prevails on substantially all of its claims and defenses, the Arbitration Panel shall allocate and award the costs of the arbitration proportionately as it deems just. Each party shall bear its own fees and costs, including attorneys’ fees, unless the Arbitration Panel determines that one party asserted claims that lacked substantial justification in law or fact. In that event, the Arbitration Panel shall award the prevailing party its costs of prosecuting or defending the arbitration, including its reasonable attorneys’ fees. The award of the Arbitration Panel shall have the same merger, bar, claim preclusion and collateral estoppel effects as a final judgment entered by a United States District Court




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