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expenses, including but not limited to attorneys' fees, resulting therefrom. Any authorization or adaptation will entitle the
<br />Consultant to further compensation at rates to be agreed upon by the Client and the Consultant. Any electronic files not
<br />containing an electronic seal are provided only for the convenience of the Client, and use of them is at the Client's sole risk.
<br />In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the documents
<br />prepared by the Consultant, the hardcopy shall govem. Only printed copies of documents conveyed by the Consultant may
<br />be relied upon. Because data stored in electronic media format can deteriorate or be modified without the Consultant's
<br />authorization, the Client has 60 days to perform acceptance tests, after which it shall be deemed to have accepted the data.
<br />(6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services
<br />furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as
<br />to costs, including but not limited to opinions as to the costs of construction and materials, shall be made on the basis of its
<br />experience and represent its judgment as an experienced and qualified professional, familiar with the industry. The
<br />Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its opinions of cost. If the
<br />Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Consultant's
<br />services required to bring costs within any limitation established by the Client will be paid for as Additional Services.
<br />(7) Termination. The obligation to provide further services under this Agreement may be terminated by either party upon
<br />seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms
<br />hereof through no fault of the terminating party, or upon thirty days' written notice for the convenience of the terminating
<br />party. If any material change occurs in the ownership of the Client, the Consultant shall have the right to immediately
<br />terminate this Agreement. In the event of any termination, the Consultant shall be paid for all services rendered and
<br />expenses incurred to the effective date of termination, and other reasonable expenses incurred by the Consultant as a result
<br />of such termination. If the Consultant's compensation is a fixed fee, the amount payable for services will be a proportional
<br />amount of the total fee based on the ratio of the amount of the services performed, as reasonably determined by the
<br />Consultant, to the total amount of services which were to have been performed.
<br />(8) Insurance. The Consultant carries Workers' Compensation insurance, professional liability insurance, and general
<br />liability insurance. If the Client directs the Consultant to obtain increased insurance coverage, the Consultant will take out
<br />such additional insurance, if obtainable, at the Client's expense.
<br />(9) Standard of Care. In performing its professional services, the Consultant will use that degree of care and skill
<br />ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the
<br />services are provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein or its
<br />performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client.
<br />(10) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to both the Client and
<br />the Consultant, the risks have been allocated such that the Client agrees, to the fullest extent of the law, and notwithstanding
<br />any other provisions of this Agreement or the existence of applicable insurance coverage, that the total liability, in the
<br />aggregate, of the Consultant and the Consultant's officers, directors, employees, agents, and subconsultants to the Client or
<br />to anyone claiming by, through or under the Client, for any and all claims, losses, costs or damages whatsoever arising out
<br />of, resulting from or in any way related to the services under this Agreement from any cause or causes, including but not
<br />limited to, the negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express or
<br />implied, of the Consultant or the Consultant's officers, directors, employees, agents, and subconsultants, shall not exceed
<br />twice the total compensation received by the Consultant under this Agreement or $50,000, whichever is greater. Higher
<br />limits of liability may be negotiated for additional fee. Under no circumstances shall the Consultant be liable for lost profits
<br />or consequential damages, for extra costs or other consequences due to changed conditions, or for costs related to the failure
<br />of contractors to perform work in accordance with the plans and specifications. This Section 10 is intended solely to limit
<br />the remedies available to the Client, and nothing in this Section 10 shall require the Client to indemnify the Consultant.
<br />(11) Certifications. The Consultant shall not be required to execute certifications or third -party reliance letters that are
<br />inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the Consultant
<br />to violate applicable rules of professional responsibility.
<br />(12) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first to
<br />mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association as a
<br />condition precedent to litigation. Any mediation or civil action by Client must be commenced within one year of the accrual
<br />of the cause of action asserted but in no event later than allowed by applicable statutes.
<br />rev 08/06
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