Common use of Dispute Resolutions Clause in Contracts

Dispute Resolutions. 9 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 11 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 decision. 17 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 demand a written statement signed by an authorized representative indicating that the demand is made in 20 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 22 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 to proceed diligently shall be considered a material breach of this Agreement. 26 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

Dispute Resolutions. 9 A. (i) Any Party seeking a resolution in the event of any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”), shall provide written notice thereof to the other Party (the “Initial Notice”), and within thirty (30) days of the delivery of the Initial Notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days after the delivery of the Initial Notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7(d)(i), the Dispute shall be submitted to mediation in accordance with Section 7(d)(ii). (ii) Any Dispute not resolved pursuant to Section 7(d)(i) shall, at the written request of a Party (a “Mediation Request”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) mediation procedure, except as modified herein (the “CPR Mediation Procedure”). Any such mediation shall be held in Raleigh, North Carolina or such other location as they Parties may agree. The Parties shall deal have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator, which, in good faith any event, shall be a person experienced in the law applicable to the insurance industry in North Carolina and attempt may not be an employee, shareholder, officer, director, agent or affiliate of any Party or any person with whom any one or more of the Parties has an existing business relationship. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a Party of a Mediation Request, then a Party may request (on written notice to resolve potential disputes informallythe other Party), that CPR, in accordance with the CPR Mediation Procedure, appoint a mediator who meets the requirements set forth in the preceding sentence. All mediation pursuant to this Section 7(d)(ii) shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of all other Parties, except in the course of a judicial or regulatory proceeding or as may be required by law or requested by a governmental authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Parties reasonable written notice of the intended disclosure and afford the other Parties a reasonable opportunity to protect their respective interests. If the 10 dispute concerning a question of fact arising under the terms of this Agreement is Dispute has not disposed of in a 11 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 brought to the attention been resolved within sixty (60) days of the COUNTY Purchasing Agency by way appointment of the following process: 13 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 final decision regarding the disposition of any dispute between the Parties arising under, related tomediator, or 15 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 decision. 17 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 demand a written statement signed by an authorized representative indicating that the demand is made in 20 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 22 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 to proceed diligently shall be considered a material breach of this Agreement. 26 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 decision within ninety (90) calendar days after receipt by a Party of CONTRACTOR's demanda Mediation Request (whichever occurs first), it shall be deemedor within such longer period as the Parties may agree to in writing, then any Party may file an action with respect to the Dispute in any court having jurisdiction in accordance with Section 7(e). (iii) Notwithstanding the foregoing provisions of this Section 7(d) (A) any Party may seek preliminary provisional or injunctive judicial relief without first complying with the procedures set forth in Section 7(d)(i) and Section 7(d)(ii) if such action is reasonably necessary to avoid irreparable damage; and (B) any Party my initiate litigation before the expiration of the periods specified in Section 7(d)(ii) if such Party has submitted a Mediation Request and the other Parties have failed, within fourteen (14) days after the appointment of a mediator, to agree upon a date for the first mediation session to take place within thirty (30) days after the appointment of such mediator or such longer period as the Parties may agree to in writing.

Dispute Resolutions. 9 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 23 dispute concerning a question of fact arising under the terms of this Agreement Contract is not disposed of in a 11 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 28 involving this AgreementContract, unless COUNTY, on its own initiative, has already rendered such a final 16 29 decision. 17 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 31 such demand involves a cost adjustment to the AgreementContract, CONTRACTOR shall include with the 19 32 demand a written statement signed by an authorized representative indicating that the demand is made 33 in 20 good faith, that the supporting data are accurate and complete, and that the amount requested 34 accurately 21 reflects the Agreement Contract adjustment for which CONTRACTOR believes COUNTY is liable. 22 35 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 AgreementContract, 36 CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 this Agreement37 // DocuSign Envelope ID: 82EB619D-7DC3-4671-8EF5-62EFAEB48C02 1 Contract, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 to 2 proceed diligently shall be considered a material breach of this AgreementContract. 26 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

Dispute Resolutions. 9 11 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 12 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 11 13 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 14 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 15 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 16 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 17 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 18 decision. 17 19 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 20 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 21 demand a written statement signed by an authorized representative indicating that the demand is made in 20 22 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 23 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 22 24 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 25 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 26 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 27 to proceed diligently shall be considered a material breach of this Agreement. 26 28 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 29 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 30 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemeddeemed 31 a final decision adverse to CONTRACTOR's contentions. 32 D. This Agreement has been negotiated and executed in the State of California and shall be 33 governed by and construed under the laws of the State of California. In the event of any legal action to 34 enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent 35 jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit 36 to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the 37 // 1 Parties specifically agree to waive any and all rights to request that an action be transferred for 2 adjudication to another county. 3

Dispute Resolutions. 9 35 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 36 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 11 37 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 1 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 2 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 3 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 4 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 ▇▇▇▇▇ ▇ decision. 17 6 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 7 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 8 demand a written statement signed by an authorized representative indicating that the demand is made in 20 9 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 10 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 22 11 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 12 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 13 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 14 to proceed diligently shall be considered a material breach of this Agreement. 26 15 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 16 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 17 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemeddeemed 18 a final decision adverse to CONTRACTOR's contentions. 19 D. This Agreement has been negotiated and executed in the State of California and shall be 20 governed by and construed under the laws of the State of California. In the event of any legal action to 21 enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent 22 jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit 23 to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the 24 Parties specifically agree to waive any and all rights to request that an action be transferred for 25 adjudication to another county 26

Dispute Resolutions. 9 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 23 dispute concerning a question of fact arising under the terms of this Agreement Contract is not disposed of in a 11 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 28 involving this AgreementContract, unless COUNTY, on its own initiative, has already rendered such a final 16 29 decision. 17 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 31 such demand involves a cost adjustment to the AgreementContract, CONTRACTOR shall include with the 19 32 demand a written statement signed by an authorized representative indicating that the demand is made 33 in 20 good faith, that the supporting data are accurate and complete, and that the amount requested 34 accurately 21 reflects the Agreement Contract adjustment for which CONTRACTOR believes COUNTY is liable. 22 35 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 AgreementContract, 36 CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 this Agreement37 // DocuSign Envelope ID: D712A8FC-B99D-45C6-96F9-F6E1A826A659 1 Contract, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 to 2 proceed diligently shall be considered a material breach of this AgreementContract. 26 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

Dispute Resolutions. 9 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 23 dispute concerning a question of fact arising under the terms of this Agreement Contract is not disposed of in a 11 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 28 involving this AgreementContract, unless COUNTY, on its own initiative, has already rendered such a final 16 29 decision. 17 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 31 such demand involves a cost adjustment to the AgreementContract, CONTRACTOR shall include with the 19 32 demand a written statement signed by an authorized representative indicating that the demand is made 33 in 20 good faith, that the supporting data are accurate and complete, and that the amount requested 34 accurately 21 reflects the Agreement Contract adjustment for which CONTRACTOR believes COUNTY is liable. 22 35 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 AgreementContract, 36 CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 this Agreement37 // DocuSign Envelope ID: 0F729479-E744-4969-9D90-C6979FCF908D 1 Contract, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 to 2 proceed diligently shall be considered a material breach of this AgreementContract. 26 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

Dispute Resolutions. 9 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 23 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 11 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 28 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 29 decision. 17 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 31 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 32 demand a written statement signed by an authorized representative indicating that the demand is made in 20 33 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 34 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 22 35 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 36 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 37 // 1 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 2 to proceed diligently shall be considered a material breach of this Agreement. 26 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

Dispute Resolutions. 9 16 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 17 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 11 18 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 19 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 20 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 21 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 22 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 23 decision. 17 24 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 25 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 26 demand a written statement signed by an authorized representative indicating that the demand is made in 20 27 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 28 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 22 29 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 30 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 31 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 32 to proceed diligently shall be considered a material breach of this Agreement. 26 33 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 34 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 35 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemeddeemed 36 a final decision adverse to CONTRACTOR's contentions. 37 // 1 D. This Agreement has been negotiated and executed in the State of California and shall be 2 governed by and construed under the laws of the State of California. In the event of any legal action to 3 enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent 4 jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit 5 to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the 6 Parties specifically agree to waive any and all rights to request that an action be transferred for 7 adjudication to another county. 8

Dispute Resolutions. 9 24 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 25 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 11 26 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 27 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 28 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 29 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 30 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 31 decision. 17 32 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 33 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 34 demand a written statement signed by an authorized representative indicating that the demand is made in 20 35 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 36 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable.. 37 // 22 1 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 2 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 24 3 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 4 to proceed diligently shall be considered a material breach of this Agreement. 26 5 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 6 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 7 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

Dispute Resolutions. 9 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 10 23 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 11 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 12 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 13 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 14 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 15 28 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 16 f inal 29 decision. 17 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 18 31 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 19 32 demand a written statement signed by an authorized representative indicating that the demand is made in 20 33 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 21 34 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 22 35 B. Pending the final resolution of any dispute arising under, related to, or involving this 23 36 Agreement, CONTRACTOR ▇▇▇▇▇▇▇▇▇▇ agrees to proceed diligently with the performance of services secured via 24 37 // 1 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 25 2 to proceed diligently shall be considered a material breach of this Agreement. 26 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 27 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 28 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed