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bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than to the Work itself), including the loss of use resulting therefrom, except to the extent such injury, sickness, disease, death or property damage or destruction is caused by the negligence or willful misconduct of the City its employees or agents or any third party that is not a subcontractor, supplier or design consultant of Developer or other individual or entity for whose acts Developer is not liable. 12. DISPUTE RESOLUTION A. Dispute Avoidance: The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Developer and the City each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Project. Developer shall continue to perform the Services required under the Agreement and the City shall continue to satisfy its payment obligations to Developer, pending the final resolution of any dispute or disagreement between the Developer and the City. B. Initial Claim: If either Developer or City believes that it is entitled to relief against the other for any event arising under or related to this Agreement, such Party shall provide written notice of its intent to make a claim to the other Party. Such notice shall, if possible, be made prior to incurring any cost or expense and shall be governed in accordance with any specific notice requirements contained elsewhere in this Agreement. In the absence of any specific notice requirement, written notice shall be given within a reasonable time, not to exceed ten (10) business days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request, whichever is later. Such notice of intent shall include sufficient information to advise the other parry of the circumstances giving rise to the claim for relief, the actual claim shall be made as soon thereafter as possible. All claims by Developer must be made not later than sixty (60) days after final payment, and must include the specific contractual adjustment or relief requested and the basis of such request. Each Party agrees to promptly respond, in writing, to claims of the other Party, but no later than sixty (60) days after submission of a fully documented claim. The failure to respond in writing to a claim within sixty (60) days shall constitute the other party's decision to deny the claim. If the claiming party is not satisfied with such decision, it shall undertake the dispute resolution process set forth below. C. Litigation: Whenever a party disagrees with the other party's decision on a claim or dispute arising under or related to this Agreement, its sole recourse shall be by filing, within twelve (12) months of the date of the other party's decision, an action or suit in the General District or Circuit Court of the City of Portsmouth, Virginia, and such aggrieved party may pursue all available appeals from such courts. Such courts shall have exclusive and binding original jurisdiction and venue over any and all claims arising under this Agreement. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM BROUGHT HEREUNDER. The parties shall pay their own attorneys' fees in litigation regardless of the outcome of any litigation arising from this Agreement. 9