ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (17)

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COOPERATIVE AGREEMENT NO. C-3-2323 1 Party shall remain primarily responsible for performance of all obligations and exercise of all rights 2 assigned to each under this Agreement. 3 K. Dispute Resolution: All disputes arising under this Agreement shall be resolved in accordance 4 with the dispute resolution process in this section. The Parties shall diligently cooperate with each other 5 in an effort to resolve any dispute during the dispute resolution process. If a dispute arises under this 6 Agreement, either Party may file a written request with the other Party to invoke the dispute resolution 7 process. Upon receipt of such a request, each Party shall designate a staff representative, which 8 representatives shall meet within 14 days of the date of the written request in an effort to resolve the 9 dispute. If the dispute has not been resolved within 14 days or any extension thereof mutually agreed 10 upon by the Parties, the dispute shall be referred to the CITY's Executive Director of Public Works and 11 the AUTHORITY's Chief Operating Officer, who shall meet within 14 days of the referral in an effort to 12 resolve the dispute. If the Executive Directors are unable to resolve the dispute within fourteen (14) days 13 or any extension thereof mutually agreed upon by the Parties, then the dispute shall be referred to the 14 AUTHORITY's Chief Executive Officer and the CITY's City Manager, who shall meet within fourteen (14) 15 days of the referral in an effort to resolve the dispute. If the dispute remains unresolved within such 16 fourteen (14) days or any extension thereof mutually agreed upon by the Parties, either Party may initiate 17 litigation or seek any remedies available under applicable law. 18 L. Insurance: AUTHORITY is a self-insured public entity and shall maintain for the duration 19 of this agreement insurance against claims for injuries to persons or damages to property that may 20 arise from or in connection with its performance under this agreement. AUTHORITY shall require and 21 verify that all subcontractors maintain insurance meeting all the requirements stated herein and list 22 the CITY as an additional insured. 23 ARTICLE 13. INCORPORATION OF EXHIBITS 24 This Agreement in its entirety includes the Exhibits listed below, all of which are, by this reference, 25 incorporated herein and made part hereof as though fully set forth. The Exhibits of this Agreement are: 26 / Page 13 of 14