Terms

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Limiting Conditions

• The reports to be delivered pursuant to the cost segregation engagement described in this letter will not constitute valuations by Cost Segregation Specialists, LLC of the subject properties.
• Neither Cost Segregation Specialists, LLC, its employees, nor the consultants performing the engagement shall incur any liability as a result of the reports provided to "Client" in this engagement, except in the case of a gross error that would have materially affected the segregation of the assets as of the date of the report. Under no circumstances shall the amount of liability of Cost Segregation Specialists, LLC, its employees, or the afore-mentioned consultants exceed the fee actually collected by Cost Segregation Specialists, LLC for this engagement.
• Any controversy or claim arising out of or relating to this letter or the services provided by Cost Segregation Specialists, LLC pursuant thereto (including any such matter involving any parent, the subsidiary, affiliate, successor in interest, or agent, of Cost Segregation Specialists, LLC) shall be submitted first to voluntary mediation, and if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures set forth in the Exhibit A of this letter.  Judgment on any arbitration award may be entered in any court having proper jurisdiction.
• If any portion of this agreement is held to be void, invalid or otherwise unenforceable, in whole or in part, the remaining portions of this agreement shall remain in effect.

DISPUTE RESOLUTION PROCEDURES

• The following procedures shall be used to resolve any controversy or claim ("dispute") as provided in our agreement dated (the "Agreement").  If any of these provisions are determined to be invalid or unenforceable, the remaining provisions shall remain in effect and binding on the parties to the fullest extent permitted by law.

 Mediation

• A dispute shall be submitted to mediation by written notice to the other party or parties. In the mediation process, the parties will try to resolve their differences voluntarily with the aid of an impartial mediator, who will attempt to facilitate negotiations.  The mediator will be selected by agreement of the parties.  If the parties cannot otherwise agree on a mediator, one will be appointed by the American Arbitration Association ("AAA").  However, any mediator appointed by the AAA must be acceptable to all parties.
• The mediation will be conducted as specified by the mediator and agreed upon by the parties.  The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute.
• The mediation will be treated as a settlement discussion and therefore will be confidential.  The mediator may not testify for either party in any later proceeding relating to the dispute.  No recording or transcript shall be made of the mediation proceedings.
• Each party will bear its own costs in the mediation.  The fees and expenses of the mediator will be shared equally by the parties.

Arbitration

• If a dispute has not been resolved within 90 days after the written notice beginning the mediation process (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute will be settled by arbitration.  The arbitration will be conducted in accordance with the procedures in this document and the Arbitration Rules for Professional Accounting and Related Services Disputes of the AAA ("AAA Rules").  In the event of a conflict, the provisions of this document will control.
• The arbitration will be conducted before a panel of three arbitrators, regardless of the size of the dispute, to be selected as provided in the AAA Rules.  Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators.  No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these procedures.