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2. Lead Agency Responsibilities: <br />A. SANTA ANA shall manage the Joint Study for the Cities of SANTA ANA and <br />GARDEN GROVE. SANTA ANA shall act as the "Lead Agency" for the Go Local Step <br />1 work for both SANTA ANA and GARDEN GROVE. A copy of this Agreement shall <br />be mailed to OCTA within ten (10) days after this Agreement has been executed, <br />pursuant to the terms and conditions of the Cooperative Agreement. <br />B. SANTA ANA shall enter into an agreement with a qualified consultant to assist in the <br />Go Local Step 1 work. SANTA ANA shall review the consultant's invoices and pay <br />them accordingly after ensuring that the work has been adequately performed by the <br />consultant. <br />C. SANTA ANA shall coordinate the work effort of this Project Concept, provide the <br />day to day management of the consultant and manage all consultant administration and <br />contracting. <br />D. SANTA ANA shall comply with all of the terms and conditions of the Cooperative <br />Agreement with OCTA including the Project Reporting and Audit Requirements <br />contained therein. <br />3. Dispute Resolution: <br />SANTA ANA and GARDEN GROVE hereby acknowledge that OCTA will not resolve <br />any disagreements, which may arise between the two parties, including scope, financing <br />and deliverables. The venue for any disputes that arise out of this Agreement shall be in <br />Orange County, California, with each party paying for their own legal representation. <br />2 <br />