4.1. ERMUSR HANDOUT 07 12 2011 - Laserfiche WebLink

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EXHIBIT C To Master Professional Services Agreement Between SAIC Energy, Environment & Infrastructure, LLC and Elk River Municipal Utilities Form of Agreement with SAIC Energy, Environment & Infrastructure, LLC for Use of Work Products in connection with [Project Name] This serves to document the acknowledgement and agreement between [Third Party] ("Recipient") and SAIC Energy, Environment & Infrastructure, LLC ("SEE&I" or `9ndependent Engineer") with respect to the use of documents prepared by SEE&I when providing Independent Engineering Services related to the Plant located in , (herein, the "Project'). Effective (the "Client") and SEE&I executed a Professional Services Agreement ("PSA") for SEE&I to provide an Independent Engineer's Report (the "Report") for the purpose of supporting the financing of the Project. As ,Recipient requires the use of the Report prepared under the PSA with ClienC and/or other analyses, data or information prepared by SEE&I (collectively "Work Products"). In consideration of SEE&I providing Work Products to Recipient, Recipient agrees as follows: 1. The services to be provided by SEE&i pursuant to the PSA, and any Work Products, are intended to be used solely in connection with the Recipient's financing transaction (the "intended Purpose"). Recipient agrees that it will not use the Work Products in furtherance of any purpose other than the Intended Purpose. 2. Recipient agrees not to make any changes to the Work Products without the prior written approval of SEE&I. 3. Recipient and its attorneys and consultants (the "Recipient Parties") shall have the right to use the Work Products for the Intended Purpose in a manner consistent with the terms of this agreement. The Recipient agrees that the Recipient Parties will not release any Work Products to a third party without the SEE&I's prior written consent. 4. No employee of SEE&I shall have individual liability to Recipient. To the extent permitted by law, the total aggregate liability of SEE&I for any and all claims arising out of this agreement and any party's use of or reliance upon the Work Products, including any claims based upon negligence, errors, omissions, strict liability, breach of contract, contribution, or indemnity, shall not exceed one hundred fifty thousand dollars (U.S. $150,000.00). 5. In no event and under no circumstances shall SEE&I or Recipient be liable to each other for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operations, loss by reason of shutdown or non-operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages. ~.:. ~ :: elf ,. ~~, 61irrn:e ~~ ~ ~,.'n!ln.~~. MASTER PSA_ELK RIVER MUNICIPAL UTILI7IES.DDC Date Page 1