4.1. ERMUSR HANDOUT 07 12 2011 - Laserfiche WebLink

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MASTER PROFESSIONAL SERVICES AGREEMENT Between SAIC Energy, Environment & Infrastructure, LLC and Elk River Municipal Utilities ll. Work Product: Subject to the conditions of this paragraph, Client shall have the unrestricted right to use the documents, analyses and other data prepared by Consultant under this Agreement ("Work Products"); provided, however, Client shall not rely on or use the Work Products for any purpose other than the purposes under this Agreement and the Work Products shall not be changed without the prior written approval of Consultant. If Client releases the Work Products to a third party without Consultant's prior written consent, or changes or uses the Work Products other than as intended hereunder, (a) Client does so at its sole risk and discretion, (b) Consultant shall not be liable for any claims or damages resulting from the change or use or connected with the release or any third party's use of the Work Products and (c) Client shall indemnify, defend and hold Consultant harmless from any and all claims or damages related to the release, change or third party use. Subject to the conditions of this paragraph, Consultant hereby acknowledges that Client may furnish Work Products and copies thereof to the lenders and any potential financial parties, investors, underwriters, purchasers, advisors, representatives or other parties in connection with services for financing of a project without Consultant's prior consent and without changing the limitation of liability as defined below. Consultant agrees that any such parties may use the Work Products provided such parties provide acknowledgement and agreement substantially in a form attached hereto as Exhibit C, or as otherwise agreed in writing. 12. Limitation of Liability: No employee of Consultant shall have individual liability to Client. To the extent permitted by law, the total liability of Consultant, its officers, directors, shareholders, employees and subconsultants for any and all claims arising out of a Task Authorization, including attorneys' fees, and whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed in the aggregate, the revenue received by Consultant under such Task Authorization or One Hundred Fifty Thousand Dollars (U.S. $150,000.00), whichever is greater, unless expressly identified otherwise in such Task Authorization. Such Task Authorization limitation of liability shall apply only to the services performed under each Task Authorization and shall not apply to or affect the liability for services performed under any other Task Authorization. Due to the limited scope and level of effort of the construction phase services of Consultant (if applicable), the Parties agree that the construction contractors and vendors will remain exclusively responsible for compliance with contract requirements. Any construction phase observation or inspection by Consultant is not intended to provide any assurances that deficiencies are discovered in the contractor's means, methods, techniques or practices or that such are suitable or adequate. Consultant has no legal or financial responsibility for claims against a contractor or vendor arising from a contractor's or vendor's failure to comply with its contract or warranty obligations. R:IOdandolElk Rivef~MASTER PSA ELK RIVER MUNICIPAL UTILITIES.DOC py9e q