GAI CONSULTANTS, Inc.

Article 12. Disclaimer of Consequential Damages - Notwithstanding anything to the contrary in this AGREEMENT, neither party shall have any liability to the other party for indirect, consequential, or special damages including, but not limited to, liability or damages for delays of any nature, loss of anticipated revenues or profits, increased cost of operations or costs of shutdown or startup whether such damages are based on contract, tort including negligence, strict liability or otherwise.

Article 13. Probable Construction Cost Estimates - Where applicable, statements concerning probable construction cost and detailed cost estimates prepared by GAI represent its judgment as a professional familiar with the construction industry. CLIENT recognizes that neither GAI nor CLIENT has any control over the cost of labor, materials, or equipment, over the contractors' methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, GAI cannot and does not guarantee that bids, proposals, or actual costs will not vary from any statement of probable construction cost or other cost estimate prepared by it.

Article 14. Confidentiality/Non-Disclosure - GAI shall not disclose or permit disclosure of any information developed in connection with its performance under this AGREEMENT or received from CLIENT or the PROJECT OWNER, or their affiliates, subcontractors, or agents designated by CLIENT as confidential, except to GAI's employees and subcontractors who need such information in order to properly execute the services of this AGREEMENT. GAI shall take reasonable steps to require its employees and subcontractors and their employees not to disclose or permit disclosure of any of such information, without the prior written consent of CLIENT. The foregoing shall not prohibit GAI from disclosing information in response to any federal, state, or local government directive or judicial order, but in the event GAI receives or is threatened with such an order or has actual knowledge that such an order may be sought or be forthcoming, GAI shall immediately notify CLIENT and assist with CLIENT's undertaking such lawful measures as it may desire to resist the issuance, enforcement, and effect of such an order. GAI's obligation to resist such an order and assist CLIENT and/or the PROJECT OWNER is contingent upon GAI receiving further compensation for such assistance, including without limitation, a reasonable attorney's fee in assisting CLIENT.

Article 15. Certifications - GAI shall not be required to execute any certification with regard to the Scope of Services performed, tested, and/or observed under this AGREEMENT unless:

1. GAI concludes that it will be performing or has performed, tested and/or observed sufficient work under the Scope of Services to provide a sufficient basis for it to issue the certification; and
2. GAI has reviewed and approved the form of certification being required by or on behalf of CLIENT prior to executing this AGREEMENT and believes that the work performed, tested, or observed under the Scope of Services meets the certification criteria.

Any certification by GAI shall be interpreted and construed as an expression of professional opinion based upon the Services performed by GAI, and does not constitute a warranty or guaranty, either expressed or implied.

1. Governing Laws - This AGREEMENT shall be subject to, interpreted, and enforced according to the laws of the state of the GAI office location first written above without giving effect to its conflict of law principles. If any part of this AGREEMENT shall be held illegal, unenforceable, void, or voidable by any court of competent jurisdiction, each of the remainder of the provisions shall nevertheless remain in full force and effect and shall in no way be affected, impaired, or invalidated.
2. No Assignment - Neither the CLIENT nor GAI may delegate, assign, sublet, or transfer their duties or interest as described in this AGREEMENT and GAI's WORK ORDER without the written consent of the other party. Both parties relinquish the power to assign and any attempted assignment by either party or by operation of law shall be null and void.
3. Dispute Resolution - This AGREEMENT shall be binding upon the parties hereto, their heirs, executors, administrators, successors, and assignees. In the event that a dispute should arise relating to the performance of the Scope of Services to be provided under this AGREEMENT and GAI's WORK ORDER, and should that dispute result in litigation, it is agreed that each party shall bear its own litigation expenses, including staff time, court costs, attorneys' fees, and other claim-related expenses. All disputes shall be resolved initially by a meeting of principals of each Party within sixty (60) calendar days of either Party declaring a dispute in writing to the other Party. The Party claiming a dispute shall provide written notice that includes all pertinent facts, documents and other written documentation supporting its claim within the forgoing sixty (60) day period. In the event the meeting does not resolve the dispute and unless otherwise agreed between the Parties, the Parties shall resolve the remaining dispute by litigation in a Federal or state court of competent jurisdiction in Pittsburgh, Pennsylvania.