CABB Consulting Agreement (55) (1).pdf

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©2015 California Association of Business Brokers Page 2 of 3 Consulting Agreement, Rev 01/16 12. Severability: In the event that any provision or covenant of this Agreement is held to be unenforceable or invalid, such provision or covenant shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of the remaining provisions and covenants of this Agreement shall not be affected thereby. 13. Governing Law: This Agreement has been executed in and shall be governed by the laws of the State of California. Venue for any and all controversies involving this Agreement shall be the County in which the Consultant’s office is located. 14. Mediation: As a condition precedent to initiation of any legal action or arbitration proceeding by either party, Consultant and Client shall mediate any dispute or claim between them arising out of this Agreement or any resulting relationship or transaction between such parties. Either party may demand mediation by notice to the other party, which notice shall state the nature of the dispute to be resolved. From the date such notice is given, the parties shall agree upon a mediator not later than the tenth business day thereafter. If the parties cannot agree upon a mediator, the matter shall be submitted to the American Arbitration Association (“AAA”) for appointment of a mediator and to conduct the mediation. Mediation shall occur in the county in which the Consultant’s office is located. The parties shall have 45 days from the selection of the mediator to commence the first mediation session. The parties shall share all mediation costs equally. The parties agree that any mediated settlement agreement may be converted to an arbitration award or judgment (or both) and enforced according to the governing rules of civil procedure. Should either party fail to participate timely and in good faith in the selection process for the mediator, or in the mediation process, such party will be deemed to have refused mediation, and that party shall not be entitled to attorney fees that might be otherwise available to it in any subsequent court action or arbitration. 15. Attorney Fees: In any action to construe or enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in addition to any damages or other remedy awarded. 16. Amendment: No amendment or variation of the terms of this Agreement, with or without consideration, shall be valid unless made in writing and signed by all of the parties to this Agreement at the time of such amendment. 17. Entire Agreement: This Agreement contains the entire understanding between the parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties, relating to the subject matter of this Agreement which are not fully expressed herein. Any changes to this Agreement must be in writing, signed by the parties. THE UNDERSIGNED ACKNOWLEDGES READING AND UNDERSTANDING THE TERMS AND CONDITIONS ABOVE. IF THE UNDERSIGNED IS A PARTNERSHIP, CORPORATION, LLC OR OTHER ENTITY, THE PERSON SIGNING BELOW ON BEHALF OF SUCH ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE FULL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SAID ENTITY AND ITS OWNERS. THE UNDERSIGNED FURTHER ACKNOWLEDGES HAVING RECEIVED A FULLY COMPLETED COPY OF THIS AGREEMENT AND PERSONALLY GUARANTEES ITS PERFORMANCE. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CONSULTANT: CLIENT: By: By: Title: Title: Steve Zimmerman, Restaurant Realty Company Owner Thomas Liao Director Community Development Dept City of San Leandro DocuSign Envelope ID: 58867286-9B22-4C32-AB0F-12E80B87EBC9