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2525 Dunwoody Avenue, Wayzata, Minnesota <br />February 9, 2024 <br />Page | 9 <br />Section 10: Images <br />Client hereby acknowledges and agrees that CSE and/or its agents may create or obtain images, photographs, <br />and/or video and/or audio recordings of the Property during the Project, including inspection of the Property <br />(collectively, “Images”). Client agrees that CSE may use such Images for CSE purposes, including but not limited to <br />education, internal training, scholarship, research, marketing, advertisement, and promoting CSE’s website, products, <br />services, or ideas. <br /> <br />Section 11: Force Majeure <br />The engineer shall not be responsible or liable for any failure or delay in the performance of its obligations under this <br />contract arising out of or resulting from any cause or event beyond our control, such as war, strike, crime, <br />epidemic/pandemic, regulations and/or restriction imposed by any government agency, or other event. <br /> <br />Section 12: Termination and Assigns <br />This agreement to perform engineering services may be terminated by either party by written notice. In the event of <br />termination, CSE shall be paid for services performed and expenses incurred up to the termination notice date, plus <br />any expenses or penalties resulting from the termination. Neither the Client nor CSE may delegate, assign, sublet or <br />transfer his duties or interest in this agreement without the written consent of the other party. <br /> <br />Section 13: Disputes <br />If, in your opinion as our client, or that of any third party granted reliance on CSEs’ reports or services, CSE was <br />negligent or in breach of contract, to the fullest extent permitted by law, any action arising out of or related to the <br />services provided must be brought to our attention no later than one (1) year after our field visit. In the event this <br />limiting period is not enforceable under the applicable jurisdiction, then the period shall be revised to reflect the <br />shortest duration legally enforceable or, if no limiting period is enforceable, then this provision shall be stricken <br />without voiding the remaining provisions of the Agreement. <br /> <br />Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by <br />arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, and <br />judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. <br /> <br />In addition to and prior to arbitration, the parties agree to negotiate all disputes in good faith for a period of thirty (30) <br />days from the date of bringing the concerns to our attention. If such negotiations do not resolve the concerns, the <br />parties shall further endeavor to settle disputes by mediation in accordance with the Construction Industry Mediation <br />Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. Demand <br />for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration <br />Association. <br /> <br />In no event shall the demand for mediation be made after the date when institution or legal or equitable proceedings <br />based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. <br /> <br />If the Client brings an action against CSE and CSE prevails, CSE shall be entitled to recover costs and expenses, <br />including reasonable attorneys' fees and costs. <br />