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8. In no event is the Applicant required to reimburse the Town for fees paid to professional consultants in an amount greater than fifty thousand dollars ($50,000.00) unless otherwise agreed to by amendment to this agreement. The Applicant may terminate this agreement upon receipt by the Town of ten (10) days written notice. Upon such termination, the Applicant shall no longer be responsible for costs related thereto and any remaining funds, minus any outstanding costs, fees or expenses incurred by the Town up to ten (10) days subsequent to the date of receipt of the notice of termination will be returned to the Applicant. 9. Applicant shall immediately notify the Town in writing of any material changes to the Project, including but not limited to the scope, location, or ownership structure. The Town reserves the right to require additional review and associated fees for such changes. 10. The consultants retained by the Town shall have no fiduciary duty to the Applicant and shall act solely in the interest of the Town in reviewing the Project application. 11. The services covered by this Agreement shall include those necessary for the Town’s review of the Project application and SEQRA compliance. The rates charged by the Town’s consultants shall be consistent with customary rates for similar services within the region. 12. Compliance with the terms of this Agreement shall be a condition of any approval issued by the Town to the Applicant related to the Project. 13. Execution of this Agreement does not constitute or imply approval of the Applicant’s Project. The Town reserves the right to deny or conditionally approve the Project in accordance with applicable laws, regulations, and its local laws and ordinances. 14. The Town reserves the right to amend its zoning laws, policies, or procedures during the pendency of the Project review, and Applicant shall comply with any such amendments. 15. Upon completion of the Town’s review of the Project and final payment of all outstanding consultant fees, any remaining balance in the escrow account shall be returned to the Applicant. 16. At the Applicant’s request, the Town shall provide a written accounting of all funds received and disbursed from the escrow account. 17. Applicant may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Town. Any unauthorized assignment shall be void. 18. Any notices contemplated hereunder shall be given in writing and delivered to the parties by first class mail, postage prepaid, at the addresses as set forth hereafter: i. Notices to the Town: Town of Sardinia Attn: Supervisor 12320 Savage Road Sardinia, New York 14134 With a Copy to: DiMatteo Roach & Kelly Attn: Elijah H. McWhinney, Esq. 87 North Main St. P.O. Box 190 Warsaw, New York 14569 ii. Notices to the Applicant: Sardinia East, LLC c/o Nexamp, LLC 101 Summer Street, 2nd Floor Boston, Massachusetts 02110 19. In the event of a dispute arising out of or relating to this Agreement, including regarding the reasonableness of any fees or charges, or the establishment, administration, or replenishment of the escrow account, the parties shall submit said dispute to alternative dispute resolution in the form of non- binding mediation before a mutually agreed-upon mediator. In the event that either party determines to