Common use of Insurance and Allocation of Risk Clause in Contracts

Insurance and Allocation of Risk. 10.1 SIEMENS shall maintain, at SIEMENS’s expense, the following insurances while performing the Work and shall add the CLIENT as an “Additional Insured” to each policy that is referenced in subsections (c) through and including (e) hereof: (a) Workers’ Compensation at the statutory amounts and limits as prescribed by Applicable Law. (b) Employer’s Liability insurance (and, where applicable, Stop Gap extended protection endorsement) limits of liability shall be: • $1,000,000 per occurrence • $1,000,000 Disease Policy • $1,000,000 Each Employee (c) SIEMENS shall carry, in the Occurrence Coverage Form, Comprehensive General Liability or Commercial General Liability, insurance covering SIEMENS’s operations and providing insurance for bodily injury and property damage with limits of liability stated below and including coverage for: • Products and Completed Operations • Contractual Liability insuring the obligations assumed by SIEMENS in this Agreement • Broad Form Property Damage (including Completed Operations) • Explosion, Collapse and Underground Hazards • Personal Injury Liability: — Limits of liability shall be $1,000,000 per occurrence/aggregate (d) SIEMENS shall carry Automobile Liability Insurance in the Occurrence Coverage Form covering all owned, hired and non-owned automobiles and trucks used by or on behalf of SIEMENS providing insurance for bodily injury liability and property damage liability for the limits of: • $1,000,000 per occurrence/aggregate (e) SIEMENS shall carry Excess Liability Insurance in the Occurrence Coverage Form with limits of: • $5,000,000 per occurrence/aggregate

Insurance and Allocation of Risk. 10.1 SIEMENS shall maintain, at SIEMENS’s ’ expense, the following insurances while performing the Work and shall add the CLIENT as an “Additional Insured” to each policy that is referenced in subsections (c) through and including (e) hereof: (a) Workers’ Compensation at the statutory amounts and limits as prescribed by Applicable Law. (b) Employer’s Liability insurance (and, where applicable, Stop Gap extended protection endorsement) limits of liability shall be: •  $1,000,000 per occurrence •  $1,000,000 Disease Policy •  $1,000,000 Each Employee (c) SIEMENS shall carry, in the Occurrence Coverage Form, Comprehensive General Liability or Commercial General Liability, insurance covering SIEMENS’s ’ operations and providing insurance for bodily injury and property damage with limits of liability stated below and including coverage for: •  Products and Completed Operations •  Contractual Liability insuring the obligations assumed by SIEMENS in this Agreement •  Broad Form Property Damage (including Completed Operations) •  Explosion, Collapse and Underground Hazards •  Personal Injury Liability: — Limits of liability shall be $1,000,000 per occurrence/aggregate (d) SIEMENS shall carry Automobile Liability Insurance in the Occurrence Coverage Form covering all owned, hired and non-owned automobiles and trucks used by or on behalf of SIEMENS providing insurance for bodily injury liability and property damage liability for the limits of: • $1,000,000 per occurrence/aggregate (e) SIEMENS shall carry Excess Liability Insurance in the Occurrence Coverage Form with limits of: • $5,000,000 per occurrence/aggregate. 10.2 SIEMENS agrees that the CLIENT’s liability coverage in place at the execution of this Agreement is sufficient. Such coverage shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by SIEMENS.. If the coverage requires deductibles or retentions, the CLIENT shall pay costs not covered because of such deductibles or retentions.. 10.3 Title and risk of loss of materials and Equipment furnished by SIEMENS shall pass to the CLIENT upon their delivery to the Facility, and the CLIENT shall be responsible for protecting them against theft and damage. 10.4 SIEMENS will indemnify the CLIENT from and against losses, claims, expenses and damages (including reasonable attorney’s fees) for personal injury or physical damage to property (collectively “Damages”). Such indemnification shall be solely to the extent the Damages are caused by or arise directly from SIEMENS or its employees’, consultants' or agents' negligent acts or omissions or willful misconduct in connection with SIEMENS’ performance of the Work or Services. Except in circumstances where the parties’ interests are adverse to one another, SIEMENS reserves the right to control the defense and settlement of any claim for which SIEMENS has an obligation to indemnify hereunder provided however that any settlement entered into by Siemens under this indemnity shall include a full release of any and all claims against CLIENT and shall not include any admissions of liability of CLIENT. UNLESS CONTRARY TO APPLICABLE LAW, IN NO EVENT SHALL THE CLIENT OR SIEMENS BE LIABLE UNDER THIS INDEMNITY OR OTHERWISE UNDER THIS AGREEMENT FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS, LOSS OF USE, OR LOST PROFITS, HOWEVER CAUSED, EVEN IF SIEMENS OR THE CLIENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, IN ANY EVENT, UNLESS CONTRARY TO APPLICABLE LAW, SIEMENS’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR EXPENSES ARISING OUT OF THIS AGREEMENT, OR OUT OF ANY GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, AGENCY, WARRANTY, TRESPASS, INDEMNITY OR ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE LESSER OF $1,500,000 OR THE TOTAL COMPENSATION RECEIVED BY SIEMENS FROM THE CLIENT UNDER THIS AGREEMENT. The preceding limit shall not apply to the CLIENT’s remedy under the Performance Guarantee as such is limited by Section 4.8.

Insurance and Allocation of Risk. 10.1 SIEMENS shall maintainmaintain in full force and effect the following insurance coverage and limits specified below commencing ten (10) days after the Effective Contract Date or, at SIEMENS’s expensewhere applicable, the following insurances while performing the Work and shall add date that the CLIENT as closes its financing, whichever is later, and continuing until the date of the Certificate of Final Completion. The required limits of insurance may be satisfied with any combination of primary and excess coverage. SIEMENS or SIEMENS’ insurance carrier shall endeavor to provide the CLIENT with thirty (30) days’ prior notice of cancellation, termination or material alteration of any insurance coverage set forth in this Article 10.1. In addition, SIEMENS’ insurance shall be maintained with insurance companies having an A.M. Best rating of “Additional InsuredA-“ or better and a financial size category of “VII” or higher (or a comparable rating by any other rating entity reasonably acceptable to each policy that is referenced in subsections (c) through the CLIENT and including (e) hereofevidenced by the CLIENT’s written confirmation, which acceptance shall not be unreasonably withheld). SIEMENS shall provide the CLIENT applicable insurance certificates of such coverage prior to SIEMENS’ commencement of any Work at the Facility. 10.1.1 SIEMENS has the responsibility and obligation to procure and maintain the following insurance policies: (a) Workers’ Compensation at the statutory amounts and limits as prescribed by Insurance in accordance with Applicable Law.; (b) Employer’s Liability insurance Insurance with a limit of One Million Dollars (and$1,000,000) per accident, where applicableper employee for occupational disease, Stop Gap extended protection endorsement) limits of liability shall be: • $1,000,000 per occurrence • $1,000,000 Disease Policy • $1,000,000 Each Employeeand in the aggregate for occupational disease; (c) SIEMENS shall carry, in the Occurrence Coverage Form, Comprehensive Commercial General Liability or Commercial General Liability, insurance covering SIEMENS’s operations and providing insurance Insurance with coverage written for bodily injury and broad form property damage on an “occurrence” basis with limits a limit of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) aggregate. This policy shall include blanket contractual coverage, railroad protective liability stated below coverage, and including coverage for: • Products for premises, operations, explosion, collapse and Completed Operations • underground (XCU) hazards, and products/completed operations; (d) Contractual Liability insuring the obligations assumed by SIEMENS in this Agreement • Agreement; and, (e) Broad Form Property Damage (including Completed Operations). 10.1.2 SIEMENS shall name the CLIENT as an additional insured to the extent bodily injury (including death) • Explosionor third party property damage results from the negligent acts or omissions of SIEMENS and require that this policy contain a “separation of insureds” clause. 10.1.3 SIEMENS shall require its subcontractors performing Work at the Facility to maintain the types, Collapse coverage and Underground Hazards • Personal Injury Liability: — Limits limits of liability insurance which are reasonable in accordance with prudent industry practice and commensurate with the Work to be performed by such subcontractor. 10.2 The CLIENT shall maintain in full force and effect the insurance coverage and limits specified below from the date of SIEMENS’ commencement of Work at the Facility and continuing until the end of the warranty period set forth in Section 5.7(a). The CLIENT or the CLIENT’s insurance carrier shall endeavor to provide SIEMENS with thirty (30) Days’ prior notice of cancellation, termination or material alteration of any insurance coverage set forth in this Section 10.2. In addition, the CLIENT’s insurance shall be $1,000,000 per occurrence/aggregatemaintained with insurance companies having an A.M. Best rating of “A- “ or better and a financial size category of “VII” or higher (or a comparable rating by any other rating entity reasonably acceptable to SIEMENS and evidenced by SIEMENS’ written confirmation, which acceptance shall not be unreasonably withheld). The CLIENT shall provide SIEMENS applicable insurance certificates of such coverage prior to SIEMENS’ commencement of any Work at the Facility. The required limits of insurance may be satisfied with any combination of primary and excess coverage. (da) SIEMENS shall carry Automobile Workers’ Compensation Insurance in accordance with Applicable Law applicable to the jurisdiction in which the Work is performed. (b) Employer’s Liability Insurance with a limit of One Million Dollars ($1,000,000) per accident, per employee for occupational disease, and in the Occurrence Coverage Form covering all owned, hired and non-owned automobiles and trucks used by or on behalf of SIEMENS providing insurance aggregate for bodily injury liability and property damage liability for the limits of: • $1,000,000 per occurrence/aggregate (e) SIEMENS shall carry Excess Liability Insurance in the Occurrence Coverage Form with limits of: • $5,000,000 per occurrence/aggregateoccupational disease;