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I I. ~ I , Ii I I t r- I , I I I I I J. t . . Woodward-Clyde Consultants ARTICLE X INDEPENDENT CONTRACTOR STATUS AND SUBCONTRACTORS Unless and only to the extent specifically provided to the contrary, WCC shall be an independent contractor and shall have responsibility for and control over the details and means for providing the Services. WCC can use subcontractors to perform Services usually performed by subcontractors. If WCC wishes to use a subcontractor whete it is not customary to do so, WCC shall obtain prior written apptoval or subsequent written confirmation from Client. ARTICLE XI SAMPLES WCC shall preserve such soil, rock, water other samples obtained ftom the project site as it deems necessary for the project, for not longer than forty-five (45) days, unless otherwise legally required, after the issuance of any document that includes the data obtained from those samples, unless other arrangements are mutually agreed upon in writing. At any time, WCC can request in writing that Client remove samples. Client shall promptly comply with such tequest, and pay and be responsible for the removal and lawful disposal of samples, unless other arrangements are mutually agreed upon in writing. ARTICLE XII OWNERSHIP AND MAINTENANCE OF DOCUMENTS Provided that WCC has been fully paid for its Services, Client shall have the right to use the documents, maps, photographs, drawings and specifications and samples resulting from WCC's efforts on the project, fot purposes reasonably contemplated by the parties. WCC shall have the right, but shall not be obligated, to retain copies of all such materials and shall have the right to use the same for any purpose, unless such use would be expected to cause harm to Client. Client shall specify in advance, in writing, and be charged for all arrangements for special or extended'period maintenance of such materials by WCC. WCC retains the right of ownership with respect to any patentable concepts or copyrightable materials . arising from the Services. Reuse of any materials described above by Client on extension of this project or on any other project without WCC's written authorization shall be at Client's risk, and Client agrees to indemnify, defend and hold harmless WCC, its employees, agents and subcontractors from all claims, damages, and expenses including attorneys' fees arising out of such unauthorized reuse. ARTICLE XIII CLIENT ACTION TO BE TAKEN Prior to the commencement of the Services, and thereafter, Client shall notify WCC of any known potential or possible health or safety hazard existing on or near the project site upon which the Services are to be or are being performed by WCC, its employees, agents or subcontractors, with particular reference to hazardous substances or conditions. If hazardous substances or conditions are discovered during the performance of the Services that are different in type, amount or concentration from those disclosed to WCC prior to the commencement of the Services, then, upon notification, Client and WCC shall seek to determine the equitable adjustment (if any) to be made to this Agreement. If the parties are unable to agree, this Agreement will be terminated, and WCC shall be paid for all charges incurred to the date of termination plus reasonable termination charges. Client shall compensate WCC for any emergency measures necessary fot health and safety. Client shall have the responsibility for properly reporting the discovery of hazardous substances to appropriate authorities. Client shall ptovide WCC with all relevant data and information in its possession relating to the project and to the environmental, geologic and geotechnical conditions of the site and surrounding area. 92D227P/Pm.CtfT 06-24-92(9:33pm)jPRO/S4 -4-