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District Agreement 12-0624 <br />86. Any ambiguity contained in this agreement will not be interpreted against PARTNERS. <br />PARTNERS waive the provisions of California Civil Code section 1654. <br />87. A waiver of a partner's performance under this agreement will not constitute a continuous <br />waiver of any other provision. An amendment made to any article or section of this <br />agreement does not constitute an amendment to or negate all other articles or sections of <br />this agreement. <br />88. A delay or omission to exercise a right or power due to a default does not negate the use of <br />that right or power in the future when deemed necessary. <br />89. If any partner defaults in their agreement obligations, the non-defaulting partner(s) will <br />request in writing that the default be remedied within 30 calendar days. If the defaulting <br />partner fails to do so, the non-defaulting partner(s) may initiate dispute resolution. <br />90. PARTNERS will first attempt to resolve agreement disputes at the PROJECT team level. <br />If they cannot resolve the dispute themselves, the CALTRANS district director and the <br />executive officer of SANTA ANA will attempt to negotiate a resolution. If no resolution is <br />reached, PARTNERS' legal counsel will initiate mediation. PARTNERS agree to <br />participate in mediation in good faith and will share equally in its costs. <br />Neither the dispute nor the mediation process relieves PARTNERS from full and timely <br />performance of WORK in accordance with the terms of this agreement. However, if any <br />partner stops WORK, the other partner(s) may seek equitable relief to ensure that WORK <br />continues. <br />Except for equitable relief, no partner may file a civil complaint until after mediation, or <br />45 calendar days after filing the written mediation request, whichever occurs first. <br />Any civil complaints will be filed in the Superior Court of Orange County. The <br />prevailing partner will be entitled to an award of all costs, fees, and expenses, including <br />reasonable attorney fees as a result of litigating a dispute under this agreement or to <br />enforce the provisions of this article including equitable relief. <br />91. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a <br />previously selected remedy does not achieve resolution. <br />92. If any provisions in this agreement are deemed to be, or are in fact, illegal, inoperative, or <br />unenforceable, those provisions do not render any or all other agreement provisions <br />invalid, inoperative, or unenforceable, and those provisions will be automatically severed <br />from this agreement. <br />PACT Version 9.1 5-28-09 <br />13 of 17 <br />23A-17