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ARTICLE 12:LIMITATION OFLIABILITIES:
<br />Notwithstanding any other provision in this Agreement, the Client agrees to strictly limit Cardnc/s liability under
<br />this Agreement or arising from the performance or non-performance of the Services under any theory of law,
<br />including but not limited to claims for negligence, negligent misrepresentation and breach of contract, to the lesser
<br />of five times the fees paid to Cardno for the Services or the maximum of insurance provided No claim may be
<br />brought against Cardno, in contract or tort more than two (2) years after the cause of action arose. Any claim, suit,
<br />demand or action brought under this Agreement shall be directed and/or asserted only against Cardno and not
<br />against any mfCamdmo'semployees, shareholders, officers ordirectors. Cordno'o liability with respect toany claims
<br />arising out ofthis Agreement shall be limited as provided herein to direct damages arising out of the performance
<br />of the Services and Camdno shall not be held responsible or liable whatsoever for any consequential damagem,
<br />injury or damage incurred by the actions or inactions of the Client, including but not limited to claims for loss of
<br />use, loss ofprofits and loss cfmarkets
<br />ARTICLE 13:DISPUTE RESOLUTION PROCEDURES
<br />a. If requestedhn writing by either the Client urCard no, the parties shall attempt horesolve any dispute between
<br />them arising out of or in connection with this Agreement entering into e management/principal level
<br />mmctinQ/m. in an effort to seek m mutually msdiwh*utmry resolution. Such m meeting shall occur within thirty
<br />(3O)days from the first date ofthe written request for such meeting.
<br />b. Ifodisputecannot besettled informally between the parties within aperiod ofthirty (3O)calendar days, the
<br />parties shall enter structured nion-binding negotiations with the assistance of a mediator. The mediator shall
<br />beappointed byagreement ofthe parties,
<br />C. If the parties are unable to reach an acceptable resolution of the dispute, controversy, or claim through the
<br />mediation pnuoemm, the parties shall have any and all rights and remedies mvm|mb|e to U under this
<br />Agreement and any and all rights and remedies at law or in equity. Cardno's right to record a lien or bond
<br />claim to prosecute a lien or bond claim shall not be stayed, limited or delayed by the mediation process.
<br />ARTICLE 14: ATTORNEY FEE PROVISION
<br />With respect hmany dispute relating bothis Agreement, orimthe event that alien, suit, action, arbitration, mediaUon,
<br />or other proceeding of any nature whatsoever is instituted to interpret or enforce the provisions of this Agreement,
<br />including, without |imitation, any proceeding under the U.S. Bankruptcy Code and involving issues peculiar to
<br />federal, bankruptcy law or any action, suit, or proceeding seeking a declaration of rights or rescission, the prevailing
<br />party shall be entitled to recover from the losing party its reasonable attorney hesm, pann|e0o| hmen, expert fees,
<br />and all other fees, oosts, tide reports, title guarantee reporta, and expenses actually incurred and reasonably
<br />necessary in connection therewith, as determined by the judge at trial, mediation, or other proceeding, or on any
<br />appeal orreview, and all proceedings in U.S. Bankruptcy Court. The prevailing party shall also beentitled tu
<br />reasonable attorney'afees and costs incurred in enforcing any award and/or judgment, in addition toall other
<br />amounts provided by |am.
<br />AFTICUE15: ACCESS TO RECORDS
<br />a C|iem, or its duly authorized napremenbaivem, will have anoaum at aUl reasonable times, during the
<br />performance of any the Services and for period of two (2) years thereafter, to Cardnda bonke, records
<br />and all other documentation pertaining to Candno'a Services under this Agreement. Canino shall be
<br />reimbursed for all personnel labor, materials, and copying costs incurred for any client inspection or audit.
<br />b. Cardno will preserve for a period of two (2) years after completion or termination of the Services under this
<br />Agreement all documents pertaining to Cardno's Services under this Agreement.
<br />ARTICLE 16:OWNERSHIP QFDOCUMENTS
<br />a. AM ducunnamha, in any format or media, prepared by or on behalf ofCawdno in connection with the Project
<br />are instruments ofservice for the execution of the Project. Cardno oh;d| retain any and all intellectual and
<br />property rights in these documenta, whether or not the Project is completed. Payment to Cumdnm for the
<br />Services rendered and pursuant hothe payment terms under this Agreement shall be acondition, precedent
<br />tothe Client's right tof the documentation prepared by CardCardno. Such dts may notb d
<br />A2—oumnoProfessional Services Agreement Page *ofr
<br />2017m
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