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COOPERATIVE AGREEMENT NO. C- 5.3583 1 national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of 2 such cause is presented to the other Party, and provided further that such nonperformance is 3 unforeseeable, beyond control and not due to the fault or negligence of the Party not performing. 4 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, 5 or authority hereunder may be assigned in whole or in part by either Party without the prior written 6 consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall 7 be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent 8 to any subsequent assignment, northe waiver of any right to consentto such subsequent assignment. 9 K. Governing Law and Venue: The laws of the State of California and applicable local 10 and federal laws, regulations and guidelines shall govern this Agreement. The Parties agree that 11 Orange County, California shall be the venue for any action or proceeding that may be brought in 12 connection with this Agreement. 13 L. Dispute Resolution: Disputes arising out of this Agreement shall be resolved at the 14 lowest possible level. If a dispute cannot be resolved, it shall be elevated promptly to the next 15 resolution level. The three levels of dispute resolution shall be: both Parties' Project Manager level 16 (lowest), Executive Director level (middle), and Chief Executive Officer /City Manager level (highest), 17 If the dispute has not been resolved within sixty (60) days of referral to the highest level above, either 18 Party shall not be precluded from initiating litigation upon fourteen (14) days written notice to the other 19 Party; provided however, that if one Party has requested the other to participate in the informal process 20 listed above, at any level, and the other Party has unreasonably failed to participate, the requesting 21 Party may initiate litigation upon fourteen (14) days written notice, 22 M. Litigation fees: Should litigation arise out of this Agreement for the performance 23 thereof, each Party shall be responsible for its own casts and expenses, including attorney's fees. 24 N. Notices: Any notices, requests, or demands made between the Parties pursuant to this 25 Agreement are to be directed as follows: 26 C:\ Users \Ifunk\AppData\ Local \MicrosoftlWindow \INetCache\ Content. 0utlook \t3K3MRVOH1AO53583 - 20160210 OCTA SA Design Agreement - Post Final Amendment .docx Page 10 of 13 25F -14