T & S Intermodal Maintenance NPSA 20230801

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2315 South Bascom Ave, 200 Campbell, CA 95008 408.377.3099 f 408.377.2189 B-796683 13 T. Dispute Resolution. The following paragraphs explain your remedies under this Contract. All claims, disputes and matters in question arising out of, or relating to this Contract or the breach thereof, exceeding the jurisdictional limits of Small Claims Court, shall be submitted to and settled by applicable court of law in which venue shall be Santa Clara County. Any reference to arbitration included in the AGC Prime Contract or any other document shall be omitted and deleted from this contract. It is further agreed that any dispute shall be mediated before any lawsuit is filed within 14 days of claim. U. Attorney’s Fees. In the event the parties become involved in litigation or arbitration with each other arising out of this Agreement or other performance thereof in which the services of an attorney or other expert are reasonably required, each party will be responsible for the cost of its participation in such proceeding, including the costs incurred for attorney’s fees, expert fees, court fees, filing fees, and any other directly applicable charges. Cost of legal collection fees for outstanding payments or cancellation fees shall be paid to contractor plus interest. V. Waiver of Consequential Damages. Owner hereby waives any claims against Contractor for consequential damages arising out of or related to Contractor’s performance under this Contract. This waiver includes claims for damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, for any loss of management or employee productivity or of the services of such persons, punitive damages or damages for emotional distress. W. Right to Terminate Work. Contractor may terminate the Contract if the Work is stopped for a period of ten (10) consecutive days through no act or fault of Contractor or person performing any portion of the Work under direct or indirect contract with Contractor, for any material breach of this Contract by Owner, or for any of the following reasons: (a) the issuance of an order of a court or other public authority having jurisdiction requiring Work to be stopped; (b) an act of government, such as a declaration of national or state emergency, requiring Work to be stopped; (c) Owner’s default of any payment obligation under this Contract; (d) Owner’s failure to furnish Contractor promptly, upon Contractor’s request, reasonable evidence of ability to pay as required by Article IV.E, above; (e) Owner’s failure or refusal to furnish Contractor with access to the job site and/or product selections or information necessary for the advancement of Contractor’s work. Upon termination of the work on the project, the Contractor shall be paid the value of all completed work, supervision, estimating time, and materials ordered through the date of work termination plus 30% overhead and profit, and the loss sustained by Contractor, for Contractor’s Profit and Overhead at the rate of thirty percent (30%) on the balance of the incomplete work under the Contract. Thereafter, Contractor shall be relieved from all other contractual duties, including all punch list items and warranty work. X. Validity. In case one or more of the provisions of this Contract or any application thereof shall be invalid, unenforceable or illegal, the validity, enforceability and legality of the remaining provisions and any other applications shall not in any way be impaired thereby. Y. Applicable Law and Venue. This agreement shall be governed and construed in accordance with the laws of the State of California and any litigation hereunder shall be brought in the appropriate court of law situated in the city of San Jose, California located in the County of Santa Clara, California or mutually agreed otherwise. Z. Special Provisions: ___________________________________________________________________________________ DocuSign Envelope ID: 7F7BA4FE-A377-4495-B797-3B8499FD1E12