55A - RESO - STREET LIGHT SYSTEM

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and prior to the expiration of each policy year thereafter. The Certificates of Insurance shall provide that this insurance shall not be terminated, canceled or reduced except on thirty days'prior written notice to Licensor. Failure to provide and maintain such insurance shall constitute a default under this Agreement. 13. REMEDIES IN THE EVENT OF DEFAULT If either Party fails to comply with a material term or condition of this Agreement, the non -breaching party shall provide written notice to the defaulting party of such non- compliance. The breaching party shall then have thirty (30) days (except in the case of health and safety issues or graffiti, which shall require cure within forty-eight (48) hours) from receipt of such notice to reasonably cure such non-compliance. If such a cure is not completed within the thirty (30) day period (or 48 hour period, as provided above), or if a cure is not possible within such period and the breaching party has! not taken steps to effect such cure, then the non -breaching party may pursue its legal remedies relating to such non- compliance. 14. DISPUTE RESOLUTION a. Except as may otherwise be set forth expressly herein, all disputes arising under this Agreement shall be resolved as set forth in;this Section 14. To be eligible for resolution under this Section 14, all disputes concerning payments must be invoked within sixty (60) business days of the payment due date. b. Licensor and Licensee, shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between an authorized representative of eachof the Parties. Any.dispute that cannot be resolved between the authorized representative shall be referred to an officer or designee of Licensee and Licensor. Licensor or Licensee shall give the other Party written notice of any dispute following expiration of the applicable cure period pursuant to Section 13. Within twenty (20) business days after delivery of such notice, the designated parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days of the first meeting, the Parties will consider and decide whether the dispute should be submitted to JAMS, or its successor, for mediation. C. All negotiations and any mediation conducted pursuant to this Section 18 shall be confidential and shall be treated as compromise and settlement negotiations, to which Section 1152.5 of the California Evidence Code shall apply, which section is incorporated in this Agreement by reference. d. Notwithstanding the foregoing provisions, either Licensor or Licensee may seek immediate equitable relief, a preliminary injunction or other provisional judicial remedy. 55394.00025\29221101.1 -7- 55A-1 93