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<br />damages (including but not limited to reasonable fees and charges of engineers, architects, attorneys, and other
<br />professionals, and reasonable court or arbitration or other dispute resolution costs) caused solely by the
<br />negligent acts or omissions of OWNER or OWNER's officers, directors, partners, employees, and consultants
<br />with respect to this Agreement.
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<br />c. To the fullest extent permitted by law, ENGINEER's total liability to OWNER and anyone claiming by,
<br />through, or under OWNER for any injuries, losses, damages and expenses caused in part by the negligence of
<br />ENGINEER and in part by the negligence of OWNER or any other negligent entity or individual, shall not
<br />exceed the percentage share that ENGINEER's negligence bears to the total negligence of OWNER,
<br />ENGINEER, and all other negligent entities and individuals.
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<br />d. In addition to the indemnity provided under paragraph B.6.0 1.B.5.b. of this Exhibit, and to the fullest extent
<br />permitted by law, OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's officers,
<br />directors, partners, employees, and consultants from and against injuries, losses, damages and expenses
<br />(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and
<br />all court or arbitration or other disputes resolution costs) caused by, arising out of, or resulting from Hazardous
<br />Environmental Condition, provided that (i) any such injuries, losses, damages and expenses are attributable to
<br />bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, including the loss of
<br />use resulting therefrom, and (ii) nothing in this paragraph B.6.01.B.5.d shall obligate OWNER to indemnify any
<br />individual or entity to the extent of that individual or entity's own negligence or willful misconduct.
<br />
<br />e. The indemnification provision of paragraph B.6.01.8.5.a. is subject to and limited by the provisions agreed to
<br />by OWNER and ENGINEER in paragraph B.6.0 I.B.6, "Limit of Liability," of this Agreement.
<br />
<br />6. Limit of Liability
<br />To the fullest extent permitted by Law, the total liability, in the aggregate, of ENGINEER and ENGINEER'S
<br />officers, directors, partners, employees, agents, and consultants, or any of them to OWNER and anyone
<br />claiming by, through, or under OWNER, for any and all injuries, losses, damages and expenses, whatsoever
<br />arising out of, resulting from, or in any way related to this agreement from any cause or causes including but not
<br />limited to negligence, professional errors or omissions, strict liability or breach of contract or warranty, express
<br />or implied, of ENGINEER or ENGINEER'S officers, directors, partners employees, agents, and consultants, or
<br />any of them, shall not exceed the total amount of ENGINEERS' compensation specified in this agreement.
<br />
<br />7. Dispute Resolution
<br />The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this
<br />agreement promptly by negotiation between senior executives of the parties who have authority to settle the
<br />controversy.
<br />
<br />The disputing party shall give the other party written notice of the dispute. Within ten days after receipt of said
<br />notice, the receiving party shall submit to the other a written response. The notice and response shall include (a)
<br />a statement of each party's position and a summary of the evidence and arguments supporting its position, and
<br />(b) the name and title of the executive who will represent that party. The executive shall meet at a mutually
<br />acceptable time and place within twenty days of the date of the disputing party's notice and thereafter as often as
<br />they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute.
<br />
<br />If the controversy or claim has not been resolved within thirty days of the meeting of the senior executives, the
<br />parties may endeavor to settle the dispute by mediation under the Center for Public Resources Model Procedure
<br />for Mediation of Business Disputes or pursue amicable termination.
<br />
<br />If the matter has not been resolved pursuant to the aforesaid mediation procedure within sixty days of the
<br />commencement of such procedure, (which period may be extended by mutual agreement), or if either party will
<br />not participate in such procedure, the parties shall pursue amicable termination.
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<br />Page 2 of 5 Pages
<br />(Exhibit SR-B - Standard Terms and Conditions)
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