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<br />Woodward.Clyde
<br />Consultants
<br />
<br />ARTICLE VI
<br />RISK ALLOCATION
<br />
<br />The liability of WCC, its employees, agents and subcontractors (hereinafter for purposes of this
<br />Article VI referred to collectively as "WCC"), for Client's claims of loss, injury, death, damage or expense,
<br />including, without limitation, Client's claims of contribution and indemnification with respect to third party
<br />claims relating to the Services or to obligations imposed under this Agreement (hereinafter, "Client's
<br />Claims"), shall not exceed in the aggregate under this Agreement:
<br />
<br />(1) the total sum of $100,000 for Client's Claims arising out of professional negligence,
<br />including errors, omissions or other ptofessional acts, and including unintentional breach
<br />of contract;
<br />
<br />(2) the total sum of $1,000,000 for Client's Claims arising out of negligence, or other causes for
<br />which WCC has any legal liability, other than as described in (I) above.
<br />
<br />In no event shall either WCC or Client be liable for consequential damages, including, without
<br />limitation, loss of use or loss of profits, incurred by another or their subsidiaries or successors, regardless
<br />of whethet such damages are caused by breach of contract, willfuI misconduct, negligent act or omission,
<br />Ot other wrongful act of either of them.
<br />
<br />ARTICLE VII
<br />INDEMNIFICATION
<br />
<br />If any claim is btought against WCC, its employees, agents or subcontractors (hereinafter for
<br />purposes of this Article VII referred to collectively as "WCC") and/or Client by a third party, relating in any
<br />way to the Services, the contribution and indemnification rights and obligations of WCC and Client, subject
<br />to the allocation of risk under Article VI above, shall be determined as follows:
<br />
<br />(1) if any negligence, bteach of contract, or willfuI misconduct of WCC caused any damage,
<br />injury or loss claimed by the third party, then WCC and Client shall each indemnify the
<br />other against any loss or judgment on a comparative tesponsibility basis under comparative
<br />negligence principles (Client responsibility to include that of its agents, employees and
<br />other contractors); and
<br />
<br />(2) unless WCC was guilty of negligence, breach of contract, or willfuI misconduct which, in
<br />whole or in part, caused the damage, injury or loss asserted in the third party claim, Client
<br />shall indemnify WCC against the claim, liability, loss, legal fees, consulting fees and other
<br />costs of defense reasonably incurred.
<br />
<br />ARTICLE VIII
<br />INSURANCE
<br />
<br />WCC and Client agree to maintain, during the performance of the Services, (1) statutory Workers'
<br />Compensation coverage; and (2) Comprehensive General and Automobile Liability insurance coverage in
<br />the sum of not less than $1,000,000.
<br />
<br />ARTICLE IX
<br />RIGHT OF ENTRY
<br />
<br />Client grants to WCC, and, if the project site is not owned by Client, warrants that permission has
<br />been granted for, a right of entry from time to time by WCC, its employees, agents, and subcontractors,
<br />upon the ptoject site for the purpose of providing the Services. Client recognizes that the use of exploration
<br />equipment may unavoidably alter the existing site conditions and affect the environment in the area being
<br />studied.
<br />
<br />92D2Z7P/Pw.cm 06-U-92(9:33pm)/PRO/S4
<br />
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