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8 TERMINATION parties. If unsuccessful, the dispute shall be <br /> submitted to non-binding mediation. Mediation <br /> This agreement may be tenninated by fees shall be shared equally. <br /> either party with seven days written notice in the <br /> event of a good cause such as lack of funding, 12 STATUTES OF REPOSE <br /> major changes in the scope of work or failure of <br /> either party to perform in accordance with the Legal actions by either party against the <br /> terms of the agreement. If tenninated, other arising from or in any way connected to this <br /> CONSULTANT agrees to pay MMA for all Agreement or its services shall be barred and <br /> contractual services rendered and reimbursable under no circumstance initiated by either party <br /> expenses incurred to the date of tennination. If after one (1) year from the date of Substantial <br /> tenninated, MMA shall have no liability as a Completion, unless the Agreement is tenninated <br /> result of tennination. earlier, in which case the date of tennination of <br /> this Agreement shall be the date on which such <br /> 9 MODIFICATION period shall commence. <br /> Either CONSULTANT or MMA may 13 LIMIT OF REMEDIES <br /> request a modification or change in scope to be <br /> performed hereunder. Such changes, including In consideration of relative risks and <br /> any increase or decrease in compensation to benefits of the Project, the CONSULTANT <br /> MMA to which CONSULTANT and MMA agrees to limit remedies of MMA, its officers, <br /> mutually agree shall be incorporated in this directors, employees, shareholders, and <br /> Agreement by a written amendment to the subconsultants,for claims,losses,costs,damages <br /> Aoreement. of any nature and claims expenses including <br /> attorneys' fees and costs so the total aggregate <br /> 10 INDEVLNIFICATION remedies shall not exceed $100,000 or the MMA <br /> total net fee for services rendered on this Project, <br /> MMA agrees to indemnify and hold whichever is greater. This limitation applies to <br /> harmless the CONSULTANT, its officers, MMA,and is a single aggregate amount for all <br /> directors, and employees against all damages, work performed under the agreement including <br /> liabilities or costs including reasonable attorney's work performed under an amendment or <br /> fees and defense costs, to the extent caused the modification. <br /> MMA's negligent performance of professional <br /> services under this agreement and that of its 14 ESTIMATES OF PROBABLE <br /> subconsultants or anyone for whom the CONSTRUCTION COST <br /> Consultant is legally liable. <br /> The CONSULTANT agrees to Estimates of probable construction cost <br /> indemnify and hold harmless MMA, its officers, provided under this Agreement are based on <br /> directors, and employees against all damages, MMA's professional judgment and experience. <br /> liabilities or costs including reasonable attorney's Because MMA has no control over the cost or <br /> fees and defense costs, to the extent caused the availability of labor, equipment or materials or <br /> CONSULTANT'S negligent acts in connection over market conditions or Contractors' methods <br /> with the project, and the acts of its contractors, of pricing, MMA makes no warranty that bids or <br /> subcontractors or consultants or anyone for negotiated costs of the Work will not vary from <br /> whom the CONSULTANT is legally liable. the estimate of probably cost. <br /> 11 DISPUTE RESOLUTION 15 UNDERGROUND <br /> IMPROVEMENTS <br /> In an effort to resolve any conflicts that <br /> arise during this project,the CONSULTANT and CONSULTANT will furnish MMA <br /> MMA agree that any disputes between them information provided by Owner and /or others <br /> arising from or relating to the Agreement or this identifying the type and location of existing <br /> Project shall first be negotiated between the underground improvements on and near the site. <br /> 2 <br />