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MASTER PROFESSIONAL SERVICES AGREEMENT <br />Between SAIC Energy, Environment & Infrastructure, LLC <br />and Elk River Municipal Utilities <br />13. No Consequential Damages: In no event and under no circumstances shall Consultant <br />be liable to Client for any principal, interest, loss of anticipated revenues, earnings, <br />profits, increased expense of operation or construction, loss by reason of shutdown or <br />non-operation due to late completion or otherwise or for any other economic, <br />consequential, indirect or special damages. <br />14. Information Provided by Others: Client shall provide to Consultant in a timely manner <br />any information Consultant indicates is needed to perform the services hereunder. <br />Consultant may rely on the accuracy of information provided by Client and its <br />representatives. <br />15. Opinions of Cost: Consultant does not control the cost of labor, materials, equipment or <br />services furnished by others, nor does it control pricing factors used by others to <br />accommodate inflation, competitive bidding or market conditions. Consultant estimates <br />of operation expenses or construction costs represent its best judgment as an experienced <br />and qualified professional and are not a guarantee of cost. This section does not apply to <br />the cost of Consultant performing the Scope of Services. <br />16. Safety and Security: Consultant has established and maintains programs and procedures <br />for the safety of its employees. Consultant specifically disclaims any authority or <br />responsibility for job site safety and safety of persons other than Consultant's employees. <br />Consultant shall not provide any such services and disclaims any responsibility under this <br />Agreement related to site security or the assessment, evaluation, review, testing, <br />maintenance, operation or safety practices or procedures related to security. <br />17. Level of Authority: Consultant provides its services, comments, opinions and <br />recommendations solely as a consultant to Client. The parties acknowledge that primary <br />responsibility for design, construction, and operation of any facility remains with the <br />project owner, contractor, and/or operator. Employees of Consultant will not: <br />a. Perform any of the responsibilities of Client, project owner, contractor, or <br />operator. <br />b. Expedite work for Client, project owner, contractor, or operator unless Client <br />requests Consultant to do so and reimburses Consultant costs for expediting <br />functions. <br />c. Advise Client, project owner, contractor, or operator on safety precautions, <br />procedures or programs. <br />18. Termination: Any Party may terminate this Agreement upon thirty (30) days prior <br />written notice to the other Party(s). Client shall pay Consultant for all services rendered <br />to the date of termination plus reasonable expenses for winding down the services. If any <br />Parry defaults in its obligations hereunder, the non-defaulting Party(s), after giving seven <br />(7) days written notice of its intention to terminate or suspend performance under this <br />Agreement, may, if cure of the default is not commenced and diligently continued, <br />terminate this Agreement or suspend performance under this Agreement. <br />R~.IOdandolElk RiverIMASTER PSA_ELK RIVER MUNICIPAL UTILITIES.DOC Page 5 <br />