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Section 14 Binding Effect. 14.01 A waiver or indulgence by the City of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant. 14.02 All agreements contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein, and the remaining provisions of this Agreement shall not be affected by such determination and shall remain in full force and effect. This Agreement shall not fail because any part or any clause hereof shall be held indefinite or invalid. 14.03 Each party hereto represents and warrants that this Agreement has been duly authorized and executed by it and constitutes its valid and binding agreement, and that any governmental approvals necessary for the performance of this Agreement bave been obtained. Section 15 Arbitration. 15.01 Any controversy, claim or dispute arising out of or relating to this Agreement may be settled by non - binding arbitration in Irvine, California. 15.02 Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute ( "JAMS "), with the following exceptions if in conflict: (a) one arbitrator shall be chosen by ,TAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. 15.03 Each party shall bear its own attorneys fees and expenses. 15.04• All such controversies, claims or disputes may be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this Section shall be construed as precluding the bringing of an action for injunctive or other equitable relief. 15.05 The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law. 1.5.06 EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. CITY OF SANTA ANAIFIELDMAN, ROLAPP & ASSOCIATES Page 5 PRA Project No. 14123 00087124 25B -17