200405934 - Laserfiche WebLink

Browse

p, t c, ; 200405934 22.3 Condition Precedent to Payment: The full performance of Trade Contractor's indemnification obligations is a condition precedent to Trade Contractor's right to receive payment in whole or in part of the Trade Contract Price. SIGNATURE's indemnity rights granted by this Trade Contract are in addition to all other remedies to which SIGNATURE is entitled by this Trade Contract, by the Contract Documents or by law. 22.4 Trade Contractor Responsibility to Defend, Indemnify and Hold Harmless SIGNATURE: Whenever this Trade Contract requires Trade Contractor to defend, indemnify and hold SIGNATURE, the Owner, or any other person or entity harmless, from a claim by any person or entity arising out of this Trade Contract, Trade Contractor shall pay to SIGNATURE: the amount of any claim as determined by Settlement, Judgment or Award; the costs incurred by SIGNATURE with respect to any negotiations, arbitration, litigation, or other proceedings involving SIGNATURE, arising out of or relating to this Trade Contract, including but not limited to all costs reasonably necessary for the defense of any such matter; all costs reasonably necessary to enforce the terms of this Trade Contract or to protect the interests of SIGNATURE; and all reasonable attorneys' fees and disbursements expended or incurred by SIGNATURE. 22.5 Trade Contractor's Responsibility for Attorneys' Fges, Disbursements, Costs, etc.: Whenever reasonable attorneys' fees, disbursements or costs are referred to in this Trade Contract, such terms include, without limitation, all reasonable expenses directly incurred in conjunction with litigation or arbitration proceedings. SECTION 23 Choice of Law and Dispute Resolution 23.1 Choice of Law: This Trade Contract shall be governed by and construed in accordance with the laws of the State in which the Project is located. 23.2 Dispute Resolution: If the Trade Contractor has a dispute with SIGNATURE regarding the application or interpretation of any provision of this Trade Contract or the breach thereof, the Trade Contractor shall, within ten (10) days after such dispute arises, submit its claim, in writing, to SIGNATURE attaching all supporting documentation. Should additional documentation or information be requested by SIGNATURE, the Trade Contractor shall provide such documentation and/or information promptly. Within thirty (30) days after receiving the Trade Contractor's written claim and all requested documentation and information, SIGNATURE shall respond with its position and proposed resolution of the dispute. Should the Trade Contractor reject SIGNATURE's proposed resolution, the Trade Contractor shall proceed as described below. As a condition precedent to initiating any court or arbitration proceeding as provided for below, the Trade Contractor must first comply fully with the provisions set forth herein. Nothing in this Section 23.2 shall be construed as changing or extending any time period stated elsewhere in this Trade Contract with respect to when Trade Contractor is required to provide notice to SIGNATURE concerning an event for which Trade Contractor seeks either an adjustment to the Trade Contract Price or an extension of its time of performance. 23.3 SIGNATURE's Right to Select Forum: SIGNATURE shall have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to this Trade Contract, or breach thereof, shall be submitted to a court of law or arbitrated under the auspices of the American Arbitration Association in accordance with its Construction Industry Arbitration Rules. The venue of such court action or arbitration proceeding shall be in the jurisdiction in which the Project is located. The Trade Contractor must make a written request to SIGNATURE to determine whether the dispute shall be submitted to a court or to arbitration. SIGNATURE shall respond to the Trade Contractor's request within ten (10) business days after receipt thereof. SIGNATURE's response shall identify whether the matter will be submitted to a court or to arbitration and the Trade Contractor shall submit itself to the personal jurisdiction and venue of the court or arbitration proceeding selected by SIGNATURE, to the exclusion of all other forums and jurisdictions. The Trade Contractor waives any and all rights to contest SIGNATURE's selection of forum, including, but not limited to, any rights based upon forum non conveniens. Initial_/ 19