Common use of BREACHES AND DISPUTE RESOLUTION PROCEDURE Clause in Contracts

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement which are not resolved by agreement of the parties shall be decided in writing by an authorized representative of VCTC. The decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy of the decision, the Contractor mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor shall continue performance under this Agreement while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor arising out of or relating to this Agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of Ventura. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, Contractor shall constitute a waiver of any right or duty afforded any of them under the Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement Contract which are not resolved by agreement of the parties shall be decided in writing by an the authorized representative of VCTC. The This decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy of the decisioncopy, the Contractor mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor and the Contractor shall abide be by the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor shall continue performance under this Agreement Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor arising out of or relating to this Agreement agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of VenturaCalifornia. Rights and Remedies - The duties and obligations imposed by this Agreement the Contract Documents and the rights and remedies available hereunder thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, or Contractor shall constitute a waiver of any right or duty afforded any of them under the AgreementContract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement which are not resolved by agreement of the parties shall be decided in writing by an authorized representative of VCTC. The decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] ) days from the date of receipt of its copy of the decision, the Contractor CONTRACTOR mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor CONTRACTOR and the Contractor CONTRACTOR shall abide be by the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor CONTRACTOR shall continue performance under this Agreement while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents agents, or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement provides otherwise, all claims, counterclaims, disputes disputes, and other matters in question between the VCTC and the Contractor CONTRACTOR arising out of or relating to this Agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of Ventura. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights rights, and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, Contractor CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under the Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement Contract which are not resolved by agreement of the parties shall be decided in writing by an the authorized representative of VCTC. The This decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy of the decisioncopy, the Contractor mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor shall continue performance under this Agreement Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor arising out of or relating to this Agreement agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of VenturaCalifornia. Rights and Remedies - The duties and obligations imposed by this Agreement the Contract Documents and the rights and remedies available hereunder thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, Contractor shall constitute a waiver of any right or duty afforded any of them under the AgreementContract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement Contract which are not resolved by agreement of the parties shall be decided in writing by an the authorized representative of VCTC. The This decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy of the decisioncopy, the Contractor CONSULTANT mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor CONSULTANT shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor CONSULTANT and the Contractor CONSULTANT shall abide be by the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor CONSULTANT shall continue performance under this Agreement Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor CONSULTANT arising out of or relating to this Agreement agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of VenturaCalifornia. Rights and Remedies - The duties and obligations imposed by this Agreement the Contract Documents and the rights and remedies available hereunder thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, Contractor or CONSULTANT shall constitute a waiver of any right or duty afforded any of them under the AgreementContract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement Contract which are not resolved by agreement of the parties shall be decided in writing by an the authorized representative of VCTC. The This decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy of the decisioncopy, the Contractor mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor shall continue performance under this Agreement Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor arising out of or relating to this Agreement agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of VenturaCalifornia. Rights and Remedies - The duties and obligations imposed by this Agreement the Contract Documents and the rights and remedies available hereunder thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, Contractor shall constitute a waiver of any right or duty afforded any of them under the AgreementContract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement Contract which are not resolved by agreement of the parties shall be decided in writing by an the authorized representative of VCTC. The This decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy of the decisioncopy, the Contractor mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor and the Contractor shall abide be by the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor shall continue performance under this Agreement Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor arising out of or relating to this Agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of VenturaVentura County. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, or Contractor shall constitute a waiver of any right or duty afforded any of them under the AgreementContract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement which are not resolved by agreement of the parties shall be decided in writing by an the authorized representative of VCTC. The This decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] ) days from the date of receipt of its copy of the decisioncopy, the Contractor Consultant mails or otherwise furnishes a written appeal to the Executive Director of the VCTC. In connection with any such appeal, the Contractor Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Executive Director of VCTC shall be binding upon the Contractor Consultant and the Contractor Consultant shall abide be by the decision, subject to Consultant‟s continuing right to seek arbitration as provided below. Performance During Dispute - Unless otherwise directed by VCTC, Contractor shall continue performance under this Agreement while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor Consultant arising out of or relating to this Agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of VenturaCalifornia. Rights and Remedies - The duties and obligations imposed by this the Agreement documents and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, VCTC or Contractor shall constitute a waiver of any right or duty afforded any of them under the Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunderthere under, except as may be specifically agreed in writing.. PROTEST PROCEDURES The Federal Transit Administration will only review protests regarding alleged failure of VCTC to follow the written and adopted Contract Protest Procedures. FTA ROLE IN BID PROTESTS Protestors shall file a protest with FTA not later than five days after a final decision is rendered under VCTC‟s protest procedure. In instance where the protestor alleges that VCTC failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five days after the protestor knew or should have known of VCTC‟s failure to render a final determination on the protest. Protests should be filed with the appropriate FTA Regional Office with a concurrent copy to the grantee. The protest filed with FTA shall: Include the name and address of the protestor. Identify the grantee, project number, and the number of the contract solicitation. Contain a statement of the grounds for the protest and any supporting documentation. This should detail the alleged failure to follow protest procedures or the alleged failure to have procedures and be fully supported to the extent possible. Include a copy of the local protest filed with the grantee and a copy of the grantee‟s decision, if any. FTA may dismiss the protest without further process if the protest, as originally filed, fails to establish grounds for FTA review. LOBBYING CERTIFICATION As required by U.S. DOT regulations, “New Restrictions on Lobbying,” at 49 CFR 20.110, I certify to the best of my knowledge and belief that for each application for federal assistance exceeding $100,000: (1) No Federal appropriated funds have been or will be paid, by or on behalf of Aegir Transit Systems (USA) Inc. Software Group, Inc., to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress pertaining to the award of any Federal assistance, or the extension, continuation, renewal, amendment, or modification of any Federal assistance agreement; and (2) If any funds other than Federal appropriated funds have been or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any application to FTA for Federal assistance, I assure that Standard Form-LLL, “Disclosure Form to Report Lobbying,” would be submitted and would include all information required by the form‟s instructions. I understand that this certification is a material representation of fact upon which reliance is placed and that submission of this certification is a prerequisite for providing Federal assistance for a transaction covered by 31 U.S.C. 1352. I also understand that any person who fails to file a required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. Signature & Title of Authorized Official

BREACHES AND DISPUTE RESOLUTION PROCEDURE. Disputes - Disputes arising in the performance of this Agreement which are not resolved by agreement of the parties shall be decided in writing by an authorized representative of VCTC. The decision of VCTC’s authorized representative shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy of the decision, the Contractor CONTRACTOR mails or otherwise furnishes a written appeal to the VCTC. In connection with any such appeal, the Contractor CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the VCTC shall be binding upon the Contractor CONTRACTOR and the Contractor CONTRACTOR shall abide be the decision. Performance During Dispute - Unless otherwise directed by VCTC, Contractor CONTRACTOR shall continue performance under this Agreement while matters in dispute are being resolved. Claims for Damages - Should either party to the Agreement suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this Agreement provides otherwise, all claims, counterclaims, disputes and other matters in question between the VCTC and the Contractor CONTRACTOR arising out of or relating to this Agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California with venue in the County of Ventura. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the VCTC, Contractor CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under the Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.