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rC. In no event shall either Party be liable to the other Party for consequential, incidental, punitive, exemplary or indirect damages, including, but not limited to, loss of profits or revenue, downtime costs, loss of use of any property, cost of substitute equipment or facilities, whether arising in tort, contract or otherwise. This provision shall survive the expiration or early termination of this Agreement. D. Notwithstanding anything in this Agreement,Ameresco's liability to County, whether the claims by County are alleged to have arisen from the negligence of Ameresco, its subcontractors, agents or employees, breach of warranty, breach of contract, strict liability or any other cause, shall not exceed a total amount for all claims by County against Ameresco of One Million Dollars($1,000,000); provided that claims by County for indemnity against third party liability pursuant to this Agreement shall not be subject to such limitation. SII DISPUTE RESOLUTION A. The Parties agree that they shall pursue non-binding mediation prior to commencing any civil action with regarding any dispute, claim or controversy arising out of or relating to this Agreement. The Parties will cooperate with one another in selecting a mediator and in scheduling the mediation proceedings; said mediation is to take place in San Joaquin County, California. B. Either Party may commence mediation by providing to the other Party a written Notice of Mediation, setting forth the subject of the dispute and the relief requested. Each Party agrees to participate in at least eight(8) hours of mediation before resorting to litigation. C. The Parties shall agree on one mediator. The costs of the mediator shall be borne by the Parties equally. However, all other costs, fees, expenses and any attorney's fees related to such mediation activities are to be paid by the Party having incurred such fees, costs, and expenses. D. Either Party may seek injunctive relief prior to or during the mediation to preserve the status quo pending the completion of that process. Except for an action to obtain such injunctive relief, neither Party may commence arbitration nor a civil action with respect to the matters submitted to mediation until after the completion of the first mediation session, or forty-five (45)days after the date of filing the written request for mediation, whichever occurs first. E. Mediation may continue after the commencement of a civil action, if the Parties so agree. F. The provisions of this paragraph may be enforced by any court of competent jurisdiction. i LFG Purchase Agreement 24 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-906035-R5