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REV: 02-25-26 LF <br />27. Notice. Any notice or instrument required to be given or delivered by this Agreement may <br />be given or delivered in person or sent via commercial overnight delivery, addressed to each party <br />at the address set forth on the signature page or such other address for which a party has given <br />notice. Notice will be effective upon receipt. <br />28. Severability. The unenforceability, invalidity or illegality of any provision(s) of this <br />Agreement shall not render the provisions unenforceable, invalid or illegal. <br />29. Counterparts. This Agreement and any exhibits, amendments or renewals hereto may be <br />executed in a number of counterparts, and each counterpart signature, when taken with the other <br />counterpart signatures, is treated as if executed upon one original of this Agreement or any <br />amendment or renewal. A signature by any party to this Agreement provided by facsimile or <br />electronic mail is binding upon that party as if it were the original. <br />30. Arbitration. Any dispute arising under this Agreement, including, without limitation, all <br />disputes relating in any manner to the performance or enforcement of this Agreement shall be <br />resolved by binding arbitration in the County of San Mateo, California, pursuant to the rules of <br />Judicial Arbitration and Mediation Services (“JAMS”), as amended or as augmented in this <br />Agreement (the “Rules”). Arbitration shall be initiated as provided by the Rules, although the <br />written notice to the other party initiating arbitration shall also include a description of the claim(s) <br />asserted and the facts upon which the claim(s) are based. Arbitration shall be final and binding <br />upon the parties and shall be the exclusive remedy for all claims subject hereto, including any <br />award of attorney’s fees and costs. Either party may bring an action in court to compel arbitration <br />under this Agreement and to enforce an arbitration award. All disputes shall be decided by a single <br />arbitrator. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) <br />days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an <br />arbitrator, then the complaining party shall notify JAMS and request selection of an arbitrator in <br />accordance with the Rules. The arbitrator shall have only such authority to award equitable relief, <br />damages, costs, and fees as a court would have for the particular claim(s) asserted. In no event <br />shall the arbitrator award punitive damages of any kind. The parties acknowledge that one of the <br />purposes of utilizing arbitration is to avoid lengthy and expensive discovery and allow for prompt <br />resolution of the dispute. The arbitrator shall have the power to limit or deny a request for <br />documents or a deposition if the arbitrator determines that the request exceeds those matters which <br />are directly relevant to the claims in controversy. The document demand and response shall <br />conform to Code of Civil Procedure section 1282.6. The deposition notice shall conform to Code <br />of Civil Procedure section 1283. The parties may make a motion for protective order or motion to <br />compel before the arbitrator with regard to the discovery, as provided in Code of Civil Procedure. <br />Notwithstanding the election by the parties to arbitrate their disputes, nothing contained herein <br />shall prevent a party from filing an action in a court of competent jurisdiction to seek any form of <br />equitable remedy or relief. <br />31. Discrimination and Harassment Prohibited. Provider will comply with all applicable local, <br />state and federal laws and regulations prohibiting discrimination and harassment. <br />32. Conflict of Interest. If disclosure under the Political Reform Act and City’s Conflict of <br />Interest Code is required of Provider or any Provider personnel, Provider and/or affected Provider <br />ATTY/AGR.2026.050/ICHI Plan, Inc. (AI enabled Software Solution) (Page 12 of 31)