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Page 5 of 6 services under this Agreement. If such an interest arises, Consultant will immediately notify the City. 19. Waiver. In the event either City or Consultant at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. 20. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County. 21. No Personal Liability. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by the City or for any amount due Consultant. 22. Limitation of Liability. Unless disallowed by law or regulation, the exclusive remedy available to the City for any alleged loss arising from or related to Consultant’s services shall be the right to pursue claims for actual damages that are directly caused by Consultant’s breach of this Agreement or Consultant’s violation of applicable professional standards. In no event shall Consultant’s aggregate liability to the City exceed two times fees paid under this Agreement, nor shall Consultant ever be liable to the City for indirect, special, incidental, consequential, punitive, or exemplary damages, or attorneys’ fees. 23. Mediation. Any disagreement, controversy, or claim arising out of or related to any aspect of Consultant’s services or relationship with the City (hereafter a “Dispute”) shall, as a precondition to litigation in court, first be submitted to mediation. In mediation, the parties attempt to reach an amicable resolution of the Dispute with the aid of an impartial mediator. Mediation shall begin by service of a written demand. The mediator will be selected by mutual agreement. If we cannot agree on a mediator, one shall be designated by the American Arbitration Association (“AAA”). Mediation shall be conducted with the parties in person in Menlo Park, California. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. Neither party may commence a lawsuit until the mediator declares an impasse. 24. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 25. Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 26. Scope of Agreement. This writing constitutes the entire Agreement between the parties. Any modification to the Agreement shall be in writing and signed by both parties. THIS AGREEMENT executed the date and year first above written. Docusign Envelope ID: 4D8D057E-4488-45E9-BA32-D570041D40D0