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(1) The total sum of $250,000 for claims arising out of professional negligence, including
<br /> errors, omissions, or other professional acts, and including unintentional breach of contract; and any
<br /> actual or potential environmental pollution or contamination, including, without limitation, any actual or
<br /> threatened release of toxic, irritant, pollutant, or waste gases, liquids, or solid materials, or failure to detect
<br /> or properly evaluate the presence of such substances, except to the extent such release, threatened
<br /> release, or failure to detect or evaluate is caused by the willful misconduct of URS; or
<br /> (2) The total sum of $1,000,000 for claims arising out of negligence, breach of contract, or
<br /> other causes for which URS has any legal liability, other than as limited by(1) above.
<br /> ARTICLE VI - Insurance. URS agrees to maintain during the performance of the Services: (1) statutory
<br /> Workers' Compensation coverage; (2) Employer's Liability; (3) General Liability; and (4) Automobile
<br /> Liability insurance coverage each in the sum of$1,000,000.
<br /> ARTICLE VII - Consepuential Damaqes. Neither Parry shall be liable to the other for consequential
<br /> damages, including, without limitation, loss of use or loss of profits, incurred by one another or their
<br /> subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful
<br /> misconduct, negligent act or omission, or other wrongful act of either of them.
<br /> ARTICLE VIII - Client Responsibilitv. Client shall: (1) provide URS, in writing, all information relating to
<br /> Client's requirements for the project; (2) correctly identify to URS, the location of subsurface structures,
<br /> such as pipes, tanks, cables and utilities; (3) notify URS of any potential hazardous substances or other
<br /> health and safety hazard or condition known to Client existing on or near the project site; (4) give URS
<br /> prompt written notice of any suspected deficiency in the Services; and (5) with reasonable promptness,
<br /> provide required approvals and decisions. In the event that URS is requested by Client or is required by
<br /> subpoena to produce documents or give testimony in any action or proceeding to which Client is a party
<br /> and URS is not a parry, Client shall pay URS for any time and expenses required in connection therewith,
<br /> including reasonable attorney's fees.
<br /> Client shall reimburse URS for all taxes, duties and levies such as Sales, Use, Value Added Taxes, Deemed
<br /> Profits Taxes, and other similar taxes which are added to or deducted from the value of URS Services. For
<br /> the purpose of this Article such taxes shall not include taxes imposed on URS net income, and employer or
<br /> employee payroll taxes levied by any United States taxing authority, or the taxing authorities of the countries
<br /> or any agency or subdivision thereof in which URS subsidiaries, affiliates, or divisions are permanently
<br /> domiciled. It is agreed and understood that these net income, employer or employee payroll taxes are
<br /> included in the unit prices or lump sum to be paid URS under the respective Work Order.
<br /> ARTICLE IX- Force Maieure. An event of"Force Majeure"occurs when an event beyond the control of the
<br /> Party claiming Force Majeure prevents such Party from fulfilling its obligations. An event of Force Majeure
<br /> includes, without limitation, acts of God (including floods, hurricanes and other adverse weather), war, riot,
<br /> civil disorder, acts of terrorism, disease, epidemic, strikes and labor disputes, actions or inactions of
<br /> government or other authorities, law enforcement actions,curfews,closure of transportation systems or other
<br /> unusual travel difficulties, or inability to provide a safe working environment for employees.
<br /> In the event of Force Majeure, the obligations of URS to perform the Services shall be suspended for the
<br /> duration of the event of Force Majeure. In such event, URS shall be equitably compensated for time
<br /> expended and expenses incurred during the event of Force Majeure and the schedule shall be extended
<br /> by a like number of days as the event of Force Majeure. If Services are suspended for thirty (30) days or
<br /> more, URS may, in its sole discretion, upon 5 days prior written notice, terminate this Agreement or the
<br /> affected Work Order, or both. In the case of such termination, in addition to the compensation and time
<br /> extension set forth above, URS shall be compensated for all reasonable termination expenses.
<br /> ARTICLE X - Riqht of Entry. Client grants to URS, and, if the project site is not owned by Client,
<br /> warrants that permission has been granted for, a right of entry from time to time by URS, its employees,
<br /> agents and subcontractors, upon the project site for the purpose of providing the Services. Client
<br /> recognizes that the use of investigative equipment and practices may unavoidably alter the existing site
<br /> conditions and affect the environment in the area being studied, despite the use of reasonable care.
<br /> PSA-1.DOC Rev. 1 30-AUG-04 -2- II�
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