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11. INDEMNIFICATION AND INSURANCE:
<br />(a) Client agrees to indemnify, hold harmless and defend
<br />Engineer, its directors, officers, agents and employees, from and
<br />against any and all liabilities, claims, penalties, forfeitures, suits
<br />and the cost and expenses incidental thereto, including but not
<br />limited to reasonable attorney fees, which Engineer may hereafter
<br />incur, become responsible for or pay out as a result of death or
<br />bodily injuries to any person, destruction or damage to any
<br />property, contamination of or adverse effects on the environment
<br />or any violation of governmental laws, regulations or orders
<br />caused by (1) Client's breach of any term or provision of this
<br />Agreement; (2) Client's negligent or wrongful act or omission in
<br />the performance of this Agreement; or (3) Client's generation,
<br />storage or release of waste products including hazardous waste..
<br />(b) Engineer agrees to Indemnify, hold harmless and defend
<br />Client, its directors, officers, agents and employees, from and
<br />against any and all liabilities, claims, penalties, forfeitures, suits
<br />and the cost end expenses incidental thereto, including but not
<br />limited to reasonable attorney fees, which Client may hereafter
<br />incur, become responsible for or pay out as a result of death or
<br />bodily injuries to any person, destruction or damage to any
<br />property, contamination of or adverse effects on the environment
<br />or any violation of governmental laws, regulations or orders
<br />caused by Engineer's (1) breach of any term or provision of this
<br />Agreement; or (2) any negligent or wrongful act or omission in the
<br />performance of this Agreement.
<br />(c) In the event any claim arises as a result of the
<br />concurrent negligence of Engineer and Client, liability will be
<br />determined on the basis of the doctrine of comparative
<br />negligence. Each party shall promptly notify the other party, in
<br />writing, of any threatened or actual claim, action, or proceeding.
<br />Engineer and Client shall jointly control the defense.
<br />(cf) Notwithstanding any other provision contained in this
<br />Agreement, neither party shall be liable to the other party for any
<br />indirect, incidental, special or consequential damages of any kind,
<br />including without limitation, lost profits or loss of use, regardless
<br />of the cause, including negligence.
<br />(e) Upon request, Engineer will provide Client with
<br />Certificates of Insurance for Workers Compensation, General,
<br />Auto and Professional Liability coverage. Client agrees to
<br />maintain, during the performance of Services, general liability and
<br />automobile liability insurance in the amount of one million dollars
<br />($1,000,000).
<br />12. LIMITED LIABILITY: Client agrees that Engineer's
<br />liability to Client, contractors, subcontractors, and their
<br />agents, employees and consultants, and to all other third
<br />parties which may arias from or be due directly or indirectly
<br />to the negligent acts, errors and/or omissions of engineer,
<br />Its agents, employees or consultants shall be limited to a
<br />continued aggregate not to exceed the contract amount.
<br />Page 2 of 2
<br />13. TERMINATION: Either party may terminate this Agreement
<br />upon thirty (30) days written notice to the other. Either party may
<br />terminate this Agreement immediately in the event of a material
<br />breach by the other party to perform in accordance with the terms
<br />hereof but only if said breach is through no fault of the terminating
<br />party and said breach is not corrected before the date of
<br />termination. If this Agreement terminates for Force Majeure,
<br />Client shall pay Engineer for all Services authorized and
<br />performed prior to the termination date Including, if applicable, a
<br />prorated lump sum fee.
<br />14. SUCCESSORS AND ASSIGNS: Neither Engineer nor Client
<br />may assign this Agreement without the prior written consent of
<br />the other. Engineer may, however, employ any other party or
<br />entity it deems necessary or proper for any part of the Services
<br />required to be performed by Engineer under the terms of this
<br />Agreement. The covenants, conditions and terms of this
<br />Agreement shall extend to and be binding upon and inure to the
<br />benefit of the heirs, personal representatives, successors and
<br />assigns of the parties hereto.
<br />15. {MISCELLANEOUS:
<br />(a) This Agreement shall be governed by the laws of the
<br />State of Washington.
<br />(b) Any claim brought by Client against Engineer must be
<br />brought no later than six years after the date of substantial
<br />completion of the Services hereunder or the expiration of the
<br />appropriate statute of limitations, whichever is earlier.
<br />(c) In the event this Agreement should be referred to an
<br />attorney at law or agent for collection, Client agrees to pay such
<br />reasonable attorney's or agent's fees and costs as Engineer may
<br />incur to any attorney or agent in such collection even if no action
<br />is Instituted. In the event an action is Instituted to enforce any of
<br />the terms or conditions of this Agreement, the losing party shall
<br />pay to the prevailing party, in addition to the costs and
<br />disbursements allowed by statutes, such sum as the court may
<br />adjudge reasonable as attorney's fees In such action, in both trial
<br />and appellate courts.
<br />(d) No waiver by either party of any provision of this
<br />Agreement shall be construed or deemed to be a waiver of (a)
<br />any other provision of this Agreement or (b) a subsequent breach
<br />of the same provision, unless such waiver be so expressed in
<br />writing and signed by the party to be bound.
<br />(a) The terms and conditions of this Agreement contain a
<br />series of separate agreements. If in any proceeding a court or
<br />arbitrator shall refuse to enforce any of the separate agreements,
<br />arty unenforceable agreement shall be deemed reduced or
<br />eliminated from the terms and conditions for the purpose ofsuch
<br />proceeding, but only to the extent necessary to permit the
<br />remaining agreements to be enforced in such proceeding.
<br />(t] This Agreement constitutes the entire agreement
<br />between Client and Engineer regarding the Services and
<br />supersedes all prior or contemporaneous oral or written
<br />representations or agreements. This Agreement shall not be
<br />modified except by a written document signed by both parties.
<br />%CENTURY
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<br />F N G i N E E o N G
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