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REV June 2025 AOC2745 Page 6 of 14 <br />12. RESPONSIBILITY OF THE PARTIES <br />Each party to this Agreement assumes responsibility for claims and/or damages to <br />persons and/or property resulting from any act or omission on the part of itself, its <br />employees, or its agents. Neither party assumes any responsibility to the other party <br />for any third-party claims. <br /> <br />13. DISPUTE RESOLUTION <br />To the extent practicable, the Parties shall use their best, good faith efforts <br />cooperatively and collaboratively to resolve any dispute that may arise in connection <br />with this Agreement as efficiently as practicable, and at the lowest possible level with <br />authority to resolve such dispute. The Parties shall make a good faith effort to <br />continue without delay to carry out their respective responsibilities under this <br />Agreement while attempting to resolve any such dispute. If, however, a dispute <br />persists and cannot reasonably be resolved, it may be escalated within each <br />organization. In such circumstance, upon notice by either party, each party, within <br />five (5) business days shall reduce its description of the dispute to writing and deliver <br />it to the other party. The receiving party then shall have three (3) business days to <br />review and respond in writing. In the event the parties cannot agree on a mutual <br />resolution within fifteen (15) business days, the parties shall appoint a member of a <br />dispute resolution board within Thurston County and those two appointed members <br />will select a third. The Board shall employ dispute resolution measures and its result <br />is binding. Both parties agree that, the existence of a dispute notwithstanding, the <br />Parties will continue without delay to carry out all respective responsibilities under this <br />Agreement that are not affected by the dispute. <br /> <br />14. GENERAL PROVISIONS <br />a. Amendment or Modification. Except as set forth herein, this Agreement may not <br />be amended or modified except in writing and signed by a duly authorized <br />representative of each party hereto. In revenue sharing procedures AOC will issue <br />a unilateral amendment. <br /> <br />b. Appendix. All appendices referred to herein are deemed to be incorporated in this <br />Agreement in their entirety. <br /> <br />c. Assignment. The work to be provided under this Agreement, and any claim arising <br />thereunder, is not assignable or delegable by either party in whole or in part, <br />without the express prior written consent of the other party, which consent shall <br />not be unreasonably withheld. <br /> <br />d. Authority. Each party to this Agreement, and each individual signing on behalf of <br />each party, hereby represents and warrants to the other that it has full power and <br />authority to enter into this Agreement and that its execution, delivery, and <br />performance of this Agreement has been fully authorized and approved, and that <br />no further approvals or consents are required to bind such party. <br /> <br />Docusign Envelope ID: 59055BC5-612D-4FDD-90F4-274850012C8D