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COOPERATIVE AGREEMENT NO, C-6.1433 <br />1 to entering Into a contract with any contractor. AUTHORITY shall include in such contracts the <br />2 obligation of the contractor to comply with all applicable terms of this Agreement, Including without <br />3 limitation insurance and indemnity requirements. !Notwithstanding the foregoing, AUTHORITY shall <br />4 remain primarily responsible for performance of all obligations and exercise of all rights assigned to <br />5 AUTHORITY under this Agreement. <br />6 ARTICLE 16. GOVERNING LAW AND VENUE <br />7 The laws of the State of California and applicable local and federal laws, regulations and <br />8 guidelines shall govern this Agreement. The Parties agree that Orange County, California shall be <br />9 the venue for any action or proceeding that may be brought in connection with this Agreement. <br />10 ARTICLE 17. DISPUTE RESOLUTION <br />11 All disputes arising under this Agreement shall be resolved in accordance with the dispute <br />12 resolution process in this article. The Parties shall diligently cooperate with each other In an effort to <br />13 resolve any dispute during the dispute resolution process. If a dispute arises under this Agreement, <br />14 either Party may file a written request with the other Party to invoke the dispute resolution <br />15 process. Upon receipt of such a request each Party shall designate a staff representative, which <br />16 representatives shall meet within 14 days of the date of the written request in an effort to resolve the <br />17 dispute. If the dispute has not been resolved within 14 days or any extension thereof mutually agreed <br />18 upon by the Parties, the dispute shall be referred to each Party's Executive Director, who shall <br />19 meet within 14 days of the referral in an effort to resolve the dispute. if the Executive Directors are <br />20 unable to resolve the dispute within 14 days or any extension thereof mutually agreed upon by the <br />21 Pates, then the dispute shall be referred to the AUTHORITY's Chief Executive Officer and the CITY's <br />22 City Manager, who shall meet within 14 days of the referral in an effort to resolve the dispute. If the <br />23 dispute remains unresolved within such 14 days or any extension thereof mutually agreed upon by <br />24 the Parties, either Party may initiate litigation. <br />25 / <br />26 1 <br />Page 10 of 14 <br />L:tCammlCLER1CAL_ WORC)PPZOC\AGREEWG61433-20161215 0080 ROW Use Agreement 5A - Final - Updated.dou <br />