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ATTACHMENT A
<br />(ii)Copies of design documents that may be relied upon by Client are limited to the printed copies that are
<br />signed or sealed by TC2. Files in electronic media format of text, data, graphics, or of other types that are furnished by TC2 to
<br />Client are only for convenience of Client. Any conclusion or information obtained or derived from such electronic files will be at
<br />the user’s sole risk.
<br />(iii) When transferring documents in electronic media format, TC2 makes no representations as to long-term
<br />compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems,
<br />or computer hardware differing from those used by TC2 for the Project.
<br />(iv) Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise
<br />without authorization of this data’s creator, the party receiving electronic files agrees that it will perform acceptance tests or
<br />procedures within sixty (60) days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any
<br />errors detected within the sixty (60) day acceptance period will be corrected by the party delivering the electronic files. TC2 shall
<br />not be responsible to maintain documents stored in electronic media format after acceptance by Client.
<br />(c) Indemnification. To the fullest extent permitted by law, Client and TC2 agree to indemnify and hold the other
<br />(and their respective officers, directors, partners, agents, consultants, and employees) harmless, from and against liability for all
<br />third party claims, costs, losses, and damages, including but not limited to all reasonable fees and charges of engineers, architects,
<br />attorneys, and other professionals, arising out of or relating to the Project, to the extent such third party claims, losses, damages
<br />or expenses are caused by the indemnifying party’s negligent acts, errors or omissions. In the event such third party claims,
<br />losses, damages or expenses are caused by the joint or concurrent negligence of the Client and TC2, they shall be borne by each
<br />party in proportion to its negligence.
<br />(d) Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY OTHER THIRD
<br />PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR
<br />REVENUE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR IF A PARTY WAS ADVISED OF THE POSSIBILITY
<br />OF SUCH DAMAGES. TC2’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED
<br />THE TOTAL AMOUNTS PAID OR PAYABLE TO TC2 IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE
<br />EVENT GIVING RISE TO THE CLAIM OR $500,000.00, WHICHEVER IS LESS.
<br />(e) Insurance Coverage. TC2 agrees to provide and maintain insurance coverage for Professional, Comprehensive
<br />General, Automobile, Worker’s Compensation and Employer’s Liability in amounts in accordance with TC2’s business
<br />requirements and applicable law. Certificates evidencing such coverage will be provided to Client upon request. For projects
<br />involving construction, Client agrees to require its construction contractor(s), if any, to include TC2 as an additional insured on
<br />its policies relating to the Project.
<br />(f) Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted or
<br />breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (other than any payment
<br />obligations) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable
<br />control of the non-performing party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental
<br />actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national
<br />emergency, pandemic, epidemic or restrictive quarantine, revolution, insurrection, lockouts, strikes or other labor disputes
<br />(whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining
<br />supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
<br />(g) Miscellaneous. This Agreement shall be binding on each party and their successors and permitted assigns.
<br />Neither party may sell, transfer or assign this Agreement to another party without the other party’s prior written consent. This
<br />Agreement is to be governed by the laws of the State of Minnesota without regard to any conflicts of law principles of any state.
<br />Each party irrevocably submits to the jurisdiction of the federal and state courts located in the County of Hennepin, State of
<br />Minnesota for any litigation, or other proceeding as between the parties that may be brought, or arise out of, in connection with
<br />or by reason of this Agreement. In the event any provisions of this Agreement shall be held to be invalid and non-enforceable,
<br />the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provisions, term,
<br />condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party.
<br />The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed
<br />as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between
<br />the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Provisions of
<br />these Terms which by their nature should apply beyond their terms will remain in force.
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