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865 Partenwood Avenue, Orono, Minnesota
<br />October 13, 2025
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<br />5.b. CTCE is not responsible for site conditions or the contractor’s performance of the work, including supervision and
<br />safety measures.
<br />5.c. Mutual Waiver of Consequential Damages: In no event shall CTCE or client be liable to each other for any
<br />indirect or consequential damages arising out of or relating to this Contract.
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<br />Section 6: Indemnification
<br />CTCE agrees to defend (subject to the provisions herein), indemnify, and hold harmless Client from and against any
<br />claims, liabilities, actions, demands, losses, damages, costs and expenses sustained by any person or entity to the
<br />extent caused by CTCE’s negligent acts, errors or omissions in connection with the services performed hereunder.
<br />Except however, and notwithstanding any other terms in or applicable to this agreement, in regards to claims,
<br />liabilities, actions, demands, losses, damages, costs and expenses caused by the negligent acts, errors or omissions
<br />of CTCE during the performance of professional services, it is expressly agreed that CTCE’s duty to defend Client
<br />shall be limited to reimbursing Client’s reasonable costs, attorney fees and expenses incurred in its own defense to
<br />the extent of the claim caused by CTCE.
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<br />Client agrees to defend, indemnify, and hold harmless CTCE from and against any claims, liabilities, actions,
<br />demands, losses, damages, costs and expenses sustained by any third-party not granted reliance on CTCEs’ reports
<br />and services.
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<br />Section 7: Ownership of Documents
<br />All reports, field data, field notes, calculations, estimates, and other documents prepared by Criterium Twin Cities
<br />Engineers, as instruments of service, shall remain the property of CTCE. Our ownership includes all associated
<br />copyrights and the right of reuse, regardless of whether or not the Project is completed. CTCE shall, upon receipt of
<br />full payment for services rendered, grant Client a limited, exclusive, revocable license to use the reports and other
<br />deliverables for the project specified (only). Any use other than on the named project is strictly prohibited. Any reuse
<br />or modification of the documents, without written verification, completion, or adaptation by CTCE, as appropriate for
<br />the specific purpose, will be at Client’s sole risk and without liability or legal exposure to Criterium. Client agrees that
<br />all reports furnished to Client or his agents, which are not paid for, will be returned upon demand, and will not
<br />thereafter be used by Client for any purpose whatever. Client shall defend, indemnify, and hold harmless CTCE from
<br />any and all claims arising from Client’s reuse, modification, or disclosure of the instruments of service or other work
<br />product produced hereunder to any third parties.
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<br />CTCE will retain all pertinent records relating to the services performed for a period of five years following submission
<br />of the report, during which period the records will be made available to Client at all reasonable times.
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<br />Section 8: Copies of Document
<br />Subject to the terms in the preceding section, CTCE agrees to furnish client with an electronic copy of our report,
<br />drawings, or documents relating to the services performed. Hard copies, bound or unbound, may be provided upon
<br />request at a charge of cost plus 10 percent at CTCE’s sole discretion. CTCE shall retain an electronic copy of the
<br />final report in its files for a period of five years.
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<br />Section 9: Client Responsibilities
<br />Client agrees to provide all requested and relevant information in a timely manner. Failure to provide information
<br />within the agreed upon timeframe may delay the completion of the services within the agreed upon timeframe. It is
<br />not the responsibility of CTCE to verify the accuracy or relevance of the information supplied. CTCE is relying on the
<br />accuracy, completeness and appropriateness of client-provided information.
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<br />CTCE is performing the Services so that Client may utilize the information and recommendations contained in the
<br />reports, produced as instruments of service, which are not intended to be comprehensive, to effect prudent and timely
<br />decisions necessary for, among other things, the purchase, refinance, budgeting, planning, care, operation and
<br />maintenance of the property, as well as the safety of the occupants and other users.
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<br />Unless clearly defined in the project’s scope, it is understood and agreed that CTCE shall not be responsible for
<br />implementing the recommendations as part of its Services. CTCE shall not be responsible or liable for Client’s
<br />determination to implement or not implement CTCE’s recommendations, or for the services performed by any
<br />consultant(s) and/or contractor(s) whom Client may select to implement such recommendations. Further, it is
<br />understood that CTCE is not responsible or liable, and Client shall hold CTCE harmless, for any effects or hazardous
<br />conditions on the property, including the services or work performed by the consultant(s) and/or contractor(s) in the
<br />design and construction of the property.
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