Agmt13 CALTRANS, State of California

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04-SM-101-5.1/6.0 EA: 23536 Project Number: 0414000041 Agreement 04-2512 66. PARTNERS will not assign or attempt to assign OBLIGATIONS to parties not signatory to this Ageement. 67. PARTNERS will not interpret any ambiguity contained in this Agreement against each other. PART'NERS waive the provisions of California Civil Code section 1654. 68. A waiver of a PARTNER's performance under this Agreement will not constitute a continuous waiver of any other provision. An amendment made to any article or section of this Agreement does not constitute an amendment to or negate all other articles or sections of this Agreement. 69.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. 70. If any PARTNER defaults in its OBLIGATIONS,a non-defaulting PARTNER will request in writing that the default be remedied within 30 calendar days. If the defaulting PARTNER fails to do so, the non-defaulting PARTNER may initiate dispute resolution. 71. PARTNERS will first attempt to resolve Ageement 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. 72.Neither the dispute nar 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 PART'NER may file a civil complaint until after mediation, or 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 Ageement resides or in the Superior Court of the county in which PROJECT is physically located. The prevailing PARTNER will be entitled to an award of all costs, fees, and expenses, including reasonable attorney fees as a result of litigating a dispute under this Agreement or to enfarce the provisions of this article including equitable relief. 73. PART'NERS maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. REV:11-21-13 VR ATTY/AGR/2013.213/CALTRANS CO-OP AGR 101/84 PA-ED Page 9 of 17