AgdaPkt 2017-07-24 Closed and Joint SA FPA

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6.3.C. - Page 16 AGREEMENT 04-2614 Project No. 0414000032 66. PARTNERS will not interpret any ambiguity contained in this AGREEMENT against each other. PARTNERS waive the provisions of California Civil Code section 1654. 67. A waiver of a PARTNER's performance under this AGREEMENT will not constitute a continuous waiver of any other provision. 68. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. 69. If any PARTNER defaults in its OBLIGATIONS, a non -defaulting PARTNER will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTNER fails to do so, the non -defaulting PARTNER may initiate dispute resolution. 70. PARTNERS will first attempt to resolve AGREEMENT disputes at the PROJECT team level. If they cannot resolve the dispute themselves, the CALTRANS district director and the executive officer of CITY will attempt to negotiate a resolution. If PARTNERS do not reach a resolution, PARTNERS' legal counsel will initiate mediation. PARTNERS agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute nor the mediation process relieves PARTNERS from full and timely performance of OBLIGATIONS in accordance with the terms of this AGREEMENT. However, if any PARTNER stops fulfilling OBLIGATIONS, any other PARTNER may seek equitable relief to ensure that OBLIGATIONS continue. Except for equitable relief, no PARTNER may file a civil complaint until after mediation, or forty- five (45) calendar days after filing the written mediation request, whichever occurs first. PARTNERS will file any civil complaints in the Superior Court of the county in which the CALTRANS district office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located. 71. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. 72. If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT. 73. If during performance of WORK additional activities or environmental documentation is necessary to keep the PROJECT in environmental compliance, PARTNERS will amend this AGREEMENT to include completion of those additional tasks. ATTY/AGR/2017.161/CALTRANS CO-OP AGR 101/84 PS&E REV: 07-12-17 PR 11 of 19