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ARTICLE 12—INDEMNIFICATION The Consultant agrees to indemnify and hold the Client harmless from any damage, liability or cost to the extent caused by the Consultant's negligence or willful misconduct. The Client agrees to indemnify and hold the Consultant harmless from any damage, liability or cost to the extent caused by the Client's negligence or willful misconduct. ARTICLE 13—WAIVER OF CONSEQUENTIAL DAMAGES The Consultant and Client waive claims against each other for consequential damages arising out of or relating to this contract. This mutual waiver includes damages incurred by the Client for rental expenses, for loss of use, loss of income, lost profit, project delays, financing, business and reputation and for loss of management or employee productivity or of the services of such persons; and damages incurred by the Consultant for principal office expenses including the compensation for personnel stationed there,for losses of financing, business and reputation and for loss of profit except anticipated profit arising directly from the Work. The Consultant and Client further agree to obtain a similar waiver from each of their contractors, subcontractors or suppliers. ARTICLE 14—WAIVER OF CLAIMS FOR PERSONAL LIABILITY It is intended by the parties to this Agreement that Consultant's services shall not subject Consultant's employees, officers or directors to any personal legal exposure for the risks associated with this Agreement. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client's sole and exclusive remedy, any claim,demand or suit shall be directed and/or asserted only against Consultant, and not against any of Consultant's individual employees, officers or directors. ARTICLE 15—ASSIGNMENT Neither Party to this Agreement shall assign its interest in this agreement, any proceeds due under the Agreement nor any claims that may arise from services or payments due under the Agreement without the written consent of the other Party. Any assignment in violation of this provision shall be null and void. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Consultant or Client. This Agreement is for the exclusive benefit of Consultant and Client and there are no other intended beneficiaries of this Agreement. ARTICLE 16—CONFLICT RESOLUTION In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project,the Client and Consultant agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation as a precondition to any formal legal proceedings. ARTICLE 17—CONFIDENTIALITY The Consultant agrees to keep confidential and not to disclose to any person or entity, other than the Consultant's employees, subconsultants and the general contractor and subcontractors, if appropriate, any data and information furnished to the Consultant and marked CONFIDENTIAL by the Client. These provisions shall not apply to information in whatever form that comes into the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction, or if it is reasonably necessary for the Consultant to complete services under the Agreement or defend itself from any suit or claim. ARTICLE 18— LIMITATION OF LIABILITY To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of the Consultant and the Consultant's officers, directors, partners, employees and subconsultants, and any of them, to the Client and anyone claiming by or through the Client, for any and all claims, losses, costs or damages, including attorneys' fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the project or the Agreement from any cause or causes shall not exceed $20,000. It is intended that this limitation apply to any and all liability or cause of action, including without limitation active and passive negligence however alleged or arising, unless otherwise prohibited by law. In no event shall the Consultant's liability exceed the Exhibit A—GENERAL CONTRACT PROVISIONS FOR ENVIRONMENTAL INVESTIGATION,REMEDIATION OR ASSESSMENT 02.12.20-MN Page 4