ORANGE, COUNTY OF (PUBLIC WORKS MATERIALS LABORATORY)

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DocuSign Envelope ID: C8D7EEB2-B711-4AE5-9040-634FA46DAB80 Give prompt notification of all occurrences covered or likely to be covered by Section V of this AGREEMENT; 2. If claim is made, or suit is brought against a PARTY on occurrences covered or likely to be covered by the terms hereof, such PARTY shall immediately forward every claim, demand, notice, summons or other process received by it to the other PARTY. Either PARTY may, at its own expense, participate in the defense of any suit, or in the prosecution of any appeal affecting matters herein involved where the duty of defense or prosecution is imposed on the other PARTY, and where that other PARTY has consented to that participation. SECTION VI — DISPUTE RESOLUTION In the event that either PARTY contends that the other PARTY has failed to perform any of it obligations under this AGREEMENT, that PARTY shall, within ten (10) business days of becoming aware of the facts constituting that dispute, provide notice of the dispute to the other PARTY in the manner set forth in this AGREEMENT. Thereafter, the DIRECTOR and AGENCY MANAGER shall meet and confer in good faith to resolve any such dispute. In no event shall either PARTY initiate any action in equity or at law prior to engaging in the meet and confer process described in this Section. SECTION V11- MISCELLANEOUS PROVISIONS A. TERM: The term of this AGREEMENT shall commence upon its EFFECTIVE DATE and shall remain in effect for three (3) years; until the AGREEMENT CAPACITY has been expended; or otherwise terminated by either PARTY. Page 15 of 21