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e e cannot and does not guarantee that proposals, bids or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If OWNER wishes greater. assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in paragraph 4.9. ARTICLE 8 - GENERAL CONSIDERATIONS 8.1. Termination The obligation to provide further services under this Agreement may be terminated by either party upon thirty days' written notice in the event of substantial failure by the other party to perform in accordance with the terms thereof through no fault of the terminating party. In the event of any termination, ENGINEER will be paid for all services rendered and reimbursable expenses incurred to the date of termination and, in addition, all reimbursable expenses. directly attributable to termination. 8.2. Reuse of Documents All documents including Drawings and Specifications provided or furnished by ENGINEER (or ENGINEER's Subcontractors) pursuant to this Agreement are instruments of service in respect of the Project, and ENGINEER and ENGINEER's Subcontractors, as appropriate, shall retain an ownership and property interest therein (including the right of reuse by and at the discretion of ENGINEER and ENGINEER's Subcontractors, as appropriate) whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any such reuse without written verification or adaptation by ENGINEER and ENGINEER's Subcontractors, as appropriate,. for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGINEER's Subcontractors, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's Subcontractors from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 8.3. Mutual Waiver of Consequential Damaees Notwithstanding any other provision of this Agreement to the contrary, neither party including their officers, . . agents, servants and employees shall be liable to the other for lost profits or any special, indirect, incidental, or consequential damages in any way arising out of this Agreement however caused under a claim 9f any type or nature based on any theory. of liability (including, but not limited to: contract, tort, or warranty) even if the possibility of such damages has been communicated. 8.4. Controlline Law This Agreement is to be governed by the law of the principal place of business of ENGINEER. 8.5. Successors and Assiens 8.5.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 8.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 8.5.2. Neither OWNER nor ENGINEER may assign, sublet or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is Page 8 Prof Design Services 3/2000