AgdaPkt 2020-10-26 Joint SA PFA - Laserfiche WebLink

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7.A. - Page 76 of 176 10/09/2020 casualties; mediation, arbitration, litigation, or other administrative or judicial proceeding involving this Agreement or the Levee Improvements; acts or failures to act of City or its agents; design or budgetary changes pursuant to Section 3 above (including any period during which work is suspended pending review and consideration of such changes and decisions or instructions thereon by or from City, FEMA or other authority); investigation and/or remediation of Hazardous Materials pursuant to Sections 9 or 21 above; discovery of concealed or unknown conditions; or defaults by the General Contractor in performance of the Levee Improvements work, provided SCOA is diligently and continuously pursuing legal recourse and remedies against such defaulting General Contractor) (each a "Force Majeure Delay"). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if written notice by the Party claiming such extension is sent to the other Parties within sixty (60) days of the commencement of the cause. If written notice is sent after such sixty (60) day period, then the extension shall commence to run no sooner than sixty (60) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City Manager, Owners and SCOA. SCOA's or Owners' inability or failure to obtain financing to pay the upfront costs of the Levee Improvements shall not be deemed to be a cause outside the reasonable control of SCOA or Owners and shall not be the basis for a Force Majeure Delay. (b) SCOA and Owners Not Agent of City. Neither SCOA nor Owners nor SCOA's or Owners' contractors, subcontractors, agents, officers, or employees are agents or employees of City and SCOA's and Owners' relationship to City, if any, arising from this Agreement is strictly that of an independent contractor. (c) Pa. ents. SCOA will pay, when due, all those furnishing labor or materials in connection with the Levee Improvements work. SCOA further agrees that pursuant to Government Code section 66499.7, the payment security provided by SCOA in accordance with Subsection 17(b) of this Agreement shall not be released if any mechanics liens or stop notices are outstanding, unless said liens are released by bond in compliance with Civil Code section 8424. (d) Attorneys' Fees. Should any legal action or arbitration be brought by any Party because of breach of this Agreement or to enforce any provision of this Agreement, the prevailing party shall be entitled to all costs of suit, reasonable attorneys' fees, arbitration costs and such other costs as may be determined by the court or arbitrator. (e) Notices. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally or by generally recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed as follows: To SCOA: Stonybrook Associates, Inc. 45874 S. Fork Drive Three Rivers, CA 93271 Attn: Don Warren Tel: 559.561.4784 OAK #4819-4834-1908 v19 29 ATTY/AGR/2020.230/SEAPORT LEVEE AGREEMENT 258