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Letter Agreement for Downtown Redevelopment Market Analysis <br />City of Centerville <br />January 12, 2023 <br />Page | 5 <br /> <br />LOCi Consulting LLC Status <br />,/#¨ #®­²´«³¨­¦ ,,# ¨²  ­ ¨­£¤¯¤­£¤­³ ¢®­³± ¢³®±Ǿ ­®³ #«¨¤­³Ȍ² ¤¬¯«®¸¤¤ȁ ,/#¨ #®­²´«³¨­¦ ,,# § ² ³§¤ ²®«¤ <br />right to control and direct the means, manner, and method by which the services required by this Agreement <br />will be performed. LOCi Consulting LLC has the right to perform services for others during the term of this <br />Agreement. <br />No Partnership <br />This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts <br />®­ ³§¤ ®³§¤±Ȍ² ¡¤§ «¥ȁ <br />Applicable Law and Jurisdiction <br />This Agreement will be governed by the laws of the state of Minnesota. Any disputes arising from this <br />Agreement must be handled exclusively in the federal and state courts located in Minnesota. <br />Exclusive Agreement <br />This Agreement is the entire Agreement between LOCi Consulting LLC and Client. <br />Resolving Disputes <br />If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a <br />¬´³´ ««¸  ¦±¤¤£ȃ´¯®­ ¬¤£¨ ³®± ¨­ 3 ¨­³ 0 ´«Ǿ -¨­­¤²®³ ȁ !­¸ ¢®²³²  ­£ ¥¤¤² ®³§¤± ³§ ­  ³³®±­¤¸²Ȍ ¥¤¤² <br />associated with the mediation will be shared equally by the parties. <br />If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to <br />submit the dispute to binding arbitration in Saint Paul, Minnesota, under the rules of the American <br />Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court <br />having jurisdiction to do so. <br />However, the complaining party may refuse to submit the dispute to mediation or arbitration and instead <br />bring an action in an appropriate small claims court. <br />Modifying the Agreement <br />)¥  ­¸ ¨­³¤­£¤£ ¢§ ­¦¤² ®±  ­¸ ®³§¤± ¤µ¤­³² ¡¤¸®­£ ³§¤ ¯ ±³¨¤²Ȍ ¢®­³±®« ±¤°´¨±¤  £©´²³¬¤­³² ³® ³§¤ <br />Agreement, the parties will make a good-faith effort to agree on all necessary particulars. Such agreements <br />will be put in writing, signed by the parties, and added to this Agreement. <br />Limited Liability <br />,/#¨ #®­²´«³¨­¦ ,,#Ȍ² ³®³ « «¨ ¡¨«¨³¸ ³® #«¨¤­³ ´­£¤± ³§¨² !¦±¤¤¬¤­³ ¥®± £ ¬ ¦¤²Ǿ ¢®²³²Ǿ  ­£ ¤·¯¤­²¤² ¶¨«« ­®³ <br />exceed $20,500 or the compensation received under this Agreement, whichever is less. <br />UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, LOCI CONSULTING LLC WILL NOT <br />"% ,)!",% &/2 #,)%.4Ȍ3 ,/34 02/&)43 /2 30%#IAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, <br />WHETHER IN AN ACTION, IN CONTRACT OR TORT, EVEN IF LOCI CONSULTING LLC HAS BEEN ADVISED BY <br />CLIENT OF THE POSSIBILITY OF SUCH DAMAGES. <br /> <br />