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Jon Sevald City of Mounds View April 24, 2023 Page 5 Resolving Disputes If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed -upon mediator in Saint Paul, Minnesota. Any costs and fees other than attorneys' fees associated with the mediation will be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in Saint Paul, Minnesota, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. However, the complaining party may refuse to submit the dispute to mediation or arbitration and instead bring an action in an appropriate small claims court. Modifying the Agreement If any intended changes or any other events beyond the parties' control require adjustments to the Agreement, the parties will make a good -faith effort to agree on all necessary particulars. Such agreements will be put in writing, signed by the parties, and added to this Agreement. Limited Liability LOCi Consulting LLC's total liability to Client under this Agreement for damages, costs, and expenses will not exceed $10,000 or the compensation received under this Agreement, whichever is less. UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, LOCI CONSULTING LLC WILL NOT BE LIABLE FOR CLIENT'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION, IN CONTRACT OR TORT, EVEN IF LOCI CONSULTING LLC HAS BEEN ADVISED BY CLIENT OF THE POSSIBILITY OF SUCH DAMAGES. Warranties and Representations LOCi Consulting LLC does not make and hereby disclaims, and Client hereby waives, any representations or warranties, arising by law or otherwise, regarding the services described in this agreement, or any portion thereof, including, without limitation implied warranties of merchantability, fitness for a particular purpose, non -infringement, or arising from course of dealing, course of performance or usage in trade. Assignment and Delegation Neither party may assign any rights nor delegate any duties under this Agreement without the other party's prior written approval. Any assignment or delegation in violation of this section is void.