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without written authorization or adaptation by the Consultant will be at the Client's sole risk and without liability to the
<br />Consultant, and the Client sl�all indemnify, defend and hold the Cotisultant hart��less fi•om all claims, damages, Iosses and
<br />expenses, includiag but not limited to attorneys' fees, resulti��g therefrom. The Consultani's electronic files and source code
<br />developed in the development oF application code remain the propei-ty of the Consultant and shall be provided to the Client
<br />only if expressly provided for in this Agreement, Any eleetronic �Ies not containing an electronic seal are provided only for
<br />the convenience of the Client, and use of them is at the Client's sole risk. In the case of any defects in the electronic fles or
<br />any discrcpancies between them and the hardcopy of the documents prepared by the Consuitant, the hardcopy shall govern.
<br />Because data stored in elcctronic media foi•mat can deterioratc or be modi�ed without the Consultant's authorization, the
<br />Client has 6fl days to perforin acceptance tests, after wliich it shall be dee►ned to have accepted the data.
<br />(6) Upinions of Cost. Because the ConsulCant does not control the cost of labor, materials, equipment or services
<br />furnished by athers, inethods of detet�mining prices, or competitive bidding or market conditions, any opinions rendered as
<br />to costs, including but not Ii�nited to opinions as ta the costs of construction and nnaterials, sha11 be made on the basis of its
<br />experience and represent its judgment as an expet•ienced and qaalified professional, familiar witlt #he industry. The
<br />Consuftant cannot and does nat guarantee that pc•oposals, bids or actual costs will not vary from its opinions af cost. lf the
<br />Client wishes greater assurance as to the amount of any cost, it shaEl emp3oy an independent cost estimator. ConsultanYs
<br />services required to bring casts within any limitation established by the Client will be paid for as Additional Sex-vices.
<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 perfotan in accorclance with the te►�rns
<br />hez-eoi through no fault of the terminating party, or upon thirry days' wa•itteri notice for the convenience of the terminating
<br />party. If any change occurs in the ovvnership of the Client, the Consultant shall have the right to immediately tenninate this
<br />Agreement. In the event of any termination, tl�e Consultant shall be paid for all services rendered and expenses incurred [o
<br />the effeckive date of ter�nination, and other reasonable expenses incun�ed by the Consultant as a result of such termination. If
<br />#he Consuitant's compensation is a�xed fee, the amount payable for services witI be a propo►#ionai amount of tE�e totat fee
<br />based on the ratio o€ the amount of the servrces perfor�ned, as reasonably determined by the Consuitant, to the total amount
<br />of services which were to have been performed.
<br />(8) Insurance. 7'he Consultant carries Workers' Compensation insurance, professional liability insurance, and generai
<br />liability insurance. If the Client directs the Consultant to obtain increased insurance coverage, the Consultant wifl take out
<br />sach additional insurance, if obtainable, at the Client's cxpense.
<br />(9) Standard of Carc. The standard of care applicable to Consultant's services wiEl be the degree of care and skip
<br />ordinarily exercised by consultants perforrning the same or similar services in #he same locality at the time the services are
<br />pravided. No warranty, express or implied, is made or intended by the Consultant's undei�taking herein or its performatxce of
<br />services, and it is agreed that the Consultant is not a fiduciary witl� respect to the Client.
<br />{10) LTMITATION O� LIABTL,iTY. In recognition of the relative risks and bene�ts of the i'roject to the Client and the
<br />ConsuItant, the risks have been allocated such that tl�e Client agrees, to the fullest extent of the law, and notwithstanding any
<br />other provisions of this Agreernent or the existence of applicable insurance coverage, that the total liabiliry, in the aggregate,
<br />of the Consultant and the Consulfa�tt's officers, directors, employees, agents, and subconsultants to the Client or to anyone
<br />claiming by, tl�rou�h or �nder the Client, for any and all cldims, losses, costs or damages whatsoever arising out of, resulting
<br />from or in any way related to the sei�vices under this Agreemcnt from any cause or cayses, including but not iimited to, the
<br />negligence, professionaf errors oz• omissions, strict liability or breach of contract or any warranty, express or implied, of the
<br />Consultant or the Consultant's of�icers, di�•ectors, employees, agen#s, and subconsultants, shall not exceed twice tlie total
<br />compensation received by the Consultant under this A�;reement or $50,000, whichever is greater. Higher Iimits of tiability
<br />may be nc�otiated For additiona[ fee. iJnder no circamstances shall the Consultant be liable for extra costs or othex
<br />consequences due to changed conditions, or for costs related to the failure of contractors to perfornn w4rk in accordance
<br />with the plans and specifications. '1'his Section 10 is intended solely to limit the remedies availahie to ihe Client oi• thase
<br />claiming by or through the Client, and nothin� in this Section 10 shall requi�•e the Client to indemnify the Consultant.
<br />(i l) M�rtual Waiver of Consequcntial Damages. Cn no event shaIl either party be fiable to the other foz� any
<br />consequential, incidental, punitive, or indirect daznages including but not iimited to loss of income or ]oss of pro�ts.
<br />(12} CertiCcations. The Consultant shal# not be required to execute ceirtifications or third-party rcliance letters that are
<br />inaccurate, that relate to facts of which the Gonsultant does no# have actual lcnowled�e, or that would cause the Consultant
<br />to vio[ate applicable rules of professionai responsibility.
<br />(13) Dispute Resolution. AIl claims by thc Client arising out of this �lgreement a�• its breach shall be submitted first to
<br />mediation in accordance with the Construction (ndustry Mediation Procedures of the American Arbitration Association as a
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