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Page 7 of 11 24.NOTICES Any notice under this Agreement shall be in writing and shall be deemed sufficient when presented in person,or sent,pre-paid,first class United States Mail,or delivered by electronic mail to the following addresses: If to Municipality:If to Consultant: Nicole Miller, Assistant City Manager Saint Anthony Village 3301 Silver Lake Road Northeast Saint Anthony, Minnesota 55418 Email: nicole.miller@savmn.com Joe DeRosa, CRO SAFEbuilt, LLC 444 N. Cleveland, Suite 444 Loveland, CO 80537 Email: jderosa@safebuilt.com 25.FORCE MAJEURE Any delay or nonperformance of any provision of this Agreement by either Party (with the exception of payment obligations)which is caused by events beyond the reasonable control of such party,shall not constitute a breach of this Agreement,and the time for performance of such provision,if any,shall be deemed to be extended for a period equal to the duration of the conditions preventing such performance. 26.DISPUTE RESOLUTION In the event a dispute arises out of or relates to this Agreement,or the breach thereof,and if said dispute cannot be settled through negotiation,Parties agree first to try in good faith to settle the dispute by mediation,before resorting to arbitration,litigation,or some other dispute resolution procedure.The cost thereof shall be borne equally by each Party. 27.ATTORNEY’S FEES In the event of dispute resolution or litigation to enforce any of the terms herein, each Party shall pay all its own costs and attorney’s fees. 28.AUTHORITY TO EXECUTE The person or persons executing this Agreement represent and warrant that they are fully authorized to sign and so execute this Agreement and to bind their respective entities to the performance of its obligations hereunder. 29.CONFLICT OF INTEREST Consultant shall refrain from providing services to other persons,firms,or entities that would create a conflict of interest for Consultant with regard to providing the Services pursuant to this Agreement. Consultant shall not offer or provide anything of benefit to any Municipal official or employee that would place the official or employee in a position of violating the public trust as provided under Municipality’s charter and code of ordinances, state or federal statute, case law or ethical principles. 30.GOVERNING LAW AND VENUE The negotiation and interpretation of this Agreement shall be construed under and governed by the laws of the State of Minnesota,without regards to its choice of laws provisions.Exclusive venue for any action under this Agreement,other than an action solely for equitable relief,shall be in the state and federal courts serving Municipality and each party waives any and all jurisdictional and other objections to such exclusive venue. 31.COUNTERPARTS This Agreement and any amendments or task orders may be executed in one or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument.For purposes of executing this Agreement, scanned signatures shall be as valid as the original. 102