FIELDMAN, ROLAPP & ASSOCIATES, INC. -2014

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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 have been obtained. Section 15 Arbitration Requirement. 15,01 My controversy, claim or dispute arising out of or relating to this Agreement shall be settled solely anal exclusively by binding arbitration hi 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 JAMS; (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 attorney fees and expenses. 15,04. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. 15.05 All such controversies, claims or disputes shall 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, 15.06 The arbitrator shall not have the right to award punitive darnages 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. 15.07 IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES INAPPLICABLE OR INVALID, THEN 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 Or OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. Section 16 Conflict of Interest 16.01 Compensation contingent on the completion, of a financing or project is customary for municipal financial advisors. To the extent that compensation to the Consultant under this Agreement, specified in Exhibit B, is contingent on the issuance of debt or completion of a financing or project, a potential conflict of iiiterest exists as Consultant would have an incentive to recomm.end to the City the completion of a transaction or project that might be unnecessary, CITY OF SANTA ANA/FIELDMAN, ROLAPP & ASSOCIATES page 5 FRA Project No. 15307