Common use of Dispute Resolutions Clause in Contracts

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

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

Dispute Resolutions. 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 23 dispute concerning a question of fact arising under the terms of this Agreement Contract is not disposed of in a 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 28 involving this AgreementContract, unless COUNTY, on its own initiative, has already rendered such a final 29 decision. 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 31 such demand involves a cost adjustment to the AgreementContract, CONTRACTOR shall include with the 32 demand a written statement signed by an authorized representative indicating that the demand is made 33 in 33 good faith, that the supporting data are accurate and complete, and that the amount requested 34 accurately 34 reflects the Agreement Contract adjustment for which CONTRACTOR believes COUNTY is liable. 35 B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, 36 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via this 37 // DocuSign Envelope ID: 0F729479-E744-4969-9D90-C6979FCF908D 1 this AgreementContract, including the delivery of goods and/or provision of services. CONTRACTOR's failure to 2 to proceed diligently shall be considered a material breach of this AgreementContract. 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

Dispute Resolutions. 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 23 dispute concerning a question of fact arising under the terms of this Agreement Contract is not disposed of in a 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 28 involving this AgreementContract, unless COUNTY, on its own initiative, has already rendered such a final 29 decision. 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 31 such demand involves a cost adjustment to the AgreementContract, CONTRACTOR shall include with the 32 demand a written statement signed by an authorized representative indicating that the demand is made 33 in 33 good faith, that the supporting data are accurate and complete, and that the amount requested 34 accurately 34 reflects the Agreement Contract adjustment for which CONTRACTOR believes COUNTY is liable. 35 B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, 36 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via this 37 // DocuSign Envelope ID: D712A8FC-B99D-45C6-96F9-F6E1A826A659 1 this AgreementContract, including the delivery of goods and/or provision of services. CONTRACTOR's failure to 2 to proceed diligently shall be considered a material breach of this AgreementContract. 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed

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

Dispute Resolutions. 22 35 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 23 36 dispute concerning a question of fact arising under the terms of this Agreement is not disposed of in a 24 37 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 25 1 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 26 2 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 27 3 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 28 4 involving this Agreement, unless COUNTY, on its own initiative, has already rendered such a final 29 xxxxx 0 decision. 30 6 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 31 7 such demand involves a cost adjustment to the Agreement, CONTRACTOR shall include with the 32 8 demand a written statement signed by an authorized representative indicating that the demand is made in 33 9 good faith, that the supporting data are accurate and complete, and that the amount requested accurately 34 10 reflects the Agreement adjustment for which CONTRACTOR believes COUNTY is liable. 35 11 B. Pending the final resolution of any dispute arising under, related to, or involving this 36 12 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via 37 // 1 13 this Agreement, including the delivery of goods and/or provision of services. CONTRACTOR's failure 2 14 to proceed diligently shall be considered a material breach of this Agreement. 3 15 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 4 16 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 5 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. 22 A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the 23 dispute concerning a question of fact arising under the terms of this Agreement Contract is not disposed of in a 24 reasonable period of time by the CONTRACTOR and the ADMINISTRATOR, such matter shall be 25 brought to the attention of the COUNTY Purchasing Agency by way of the following process: 26 1. CONTRACTOR shall submit to the COUNTY Purchasing Agency a written demand for a 27 final decision regarding the disposition of any dispute between the Parties arising under, related to, or 28 involving this AgreementContract, unless COUNTY, on its own initiative, has already rendered such a final 29 decision. 30 2. CONTRACTOR’s written demand shall be fully supported by factual information, and, if 31 such demand involves a cost adjustment to the AgreementContract, CONTRACTOR shall include with the 32 demand a written statement signed by an authorized representative indicating that the demand is made 33 in 33 good faith, that the supporting data are accurate and complete, and that the amount requested 34 accurately 34 reflects the Agreement Contract adjustment for which CONTRACTOR believes COUNTY is liable. 35 B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, 36 Agreement, CONTRACTOR agrees to proceed diligently with the performance of services secured via this 37 // DocuSign Envelope ID: 82EB619D-7DC3-4671-8EF5-62EFAEB48C02 1 this AgreementContract, including the delivery of goods and/or provision of services. CONTRACTOR's failure to 2 to proceed diligently shall be considered a material breach of this AgreementContract. 3 C. Any final decision of COUNTY shall be expressly identified as such, shall be in writing, and 4 shall be signed by a COUNTY Deputy Purchasing Agent or designee. If COUNTY fails to render a 5 decision within ninety (90) calendar days after receipt of CONTRACTOR's demand, it shall be deemed