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<br /> 9. INSURANCE, LJA will maintain Insurance coverage for Professional, Comprehensive, General, Automobile, Worker's Compensation, and Employees Uabllity In. amounts In
<br /> accordance with legal, end LJA's business requirements. Certificates evidencing such coverage will be provided to Client upon request. For Protects Involving construction, Client agrees to require
<br /> its construction contractor, If any, to include UA es an additional insured on its policies relating to the Project. WA's coverages referenced above shall, In such case, be excess over contractor's
<br /> Printery coverage.
<br /> 10. PROJECTS WITH MULTIPLE CLIENTS, When L JA undertakes eProteci for multiple Clients: 11 Is understood and agreed that each Cltentan this Pto )ectlsjolntiy and savetallyliable
<br /> for payments to LJA for UA 's work under this Agreement and °nlh °Project, If any Client on the Project falls to make timely payment to LJA, end the remaining Clients wish to continue the Project,
<br /> the remaining Clients will promptly confirm to LIA In writing their wish for LJA to continue the Project and that they are obligating themselves to LJA for the additional (defaulted) portion of the
<br /> Project. LJA, al Its option, may suspend the retraining performance under this Agreement until all past due payments are made, and authorization to proceed and pay from all nor -defaulting Clients
<br /> Is received. or continue work on the Project and Invoice and collect from the remaining Clients any payment (Including damages) of amounts past due and that become due.
<br /> 11. HAZARDOUS MATERIALS. Hazardous materials may exist at a site where there Is no reason to believe they could or should be present. LJA and Client agree that the discovery of
<br /> unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. LJA agrees to nollly Client as soon as practically possible should unanticipated
<br /> hazardous materials or suspected hazardous materials be encountered. Client acknowledges and agrees that it retains title to ell hazardous material existing on the slte and shag report to the
<br /> appropriate federal, state or local public agencies, as required, any conditions at the site that may present a potential danger to the publto health, safety or the environment, Client shall execute any
<br /> manifests or forms in connection with transportation, storage and disposal of hazardous materials resulting from the alte or work on the site or shall authorize LJA to execute such documents as
<br /> Clients agent Client waives any claim against LJA and agrees to defend, indemnify, and hold LJA harmless from arty claim or liability for Injury or loss arising from LJA discovery of unanticipated
<br /> hazardous materiels or suspected hazardous materials.
<br /> 12. INDEMNITY. To the fullest extent permitted by law, LJA shall indemnify and hold harmless Client from and against loss, liability, and damages
<br /> sustained by Client, its agents, employees, and representatives by reason of injury or death to persons or damageto tangible property to the extent caused directly
<br /> by the failure to adhere to the standard of care described in Part IV Paragraph 1 above of LJA, its agents or employees..
<br /> To the fullest extent permitted by law, Client shall defend, indemnify, and hold harmless LJA from and against loss, (lability, and damages sustained by UA, its
<br /> agents, employees, and representatives by reason of claims for Injury or death to persons, damages to tangible property, to the extent caused directly by any of the
<br /> following: (a) any substance, condition, element, or material or any combination of the foregoing (1) produced, emitted or released from the Project or tested by
<br /> LJA under this Agreement, or (b) operation or management of the Project. Client also agrees to require its construction contractor, if any, to include LJA as an
<br /> indemnitee under any indemnification obligation to Client.
<br /> 13. LIMITATIONS OF LIABILITY. No employee or agent of LJA shall have individual liability to Client.
<br /> Client agrees that, to the fullest extent permitted by law, LJA's total liability to Client for any and all injuries, claims, losses, expenses or damages whatsoever •
<br /> arising out of or In any way related to the Protect or this Agreement from any causes including, but not limited to LJA's negligence, errors, omissions, strict lability,
<br /> or breach of contract and whether claimed directly or by way of contribution shall not exceed the total compensation received by LJA for specific Project
<br /> assignments. If Client desires a limit of llabllity greater than that provided above, Client and LJA shall include in Part 111 of this Agreement the amount of such limit
<br /> and the additional compensation to be paid to LJA for assumption of such additional risk. •
<br /> IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL LJA BE LIABLE 10 CLIENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR
<br /> PUNITIVE DAMAGES.
<br /> 14. ACCESS. Client shall provide LJA safe access to any premises necessary for LJA to provide the Services.
<br /> 15. REUSE OP PROJECT DELIVERABLES. Reuse of any documents or other deliverables, includingetectronicmeda, pertainingtolheProjectbyClientforanypurposeotherthanthel
<br /> for which such documents or deliverables were originally prepared, or alteration of such documents or deliverables without written va cation or adaptation byLJAfor the specific purpose Intended,
<br /> shall beat the Client's risk. Further, all title blocks end the engineer's seal, if applicable, shall be removed tf and when Client provides deliverables in electronic media to another entity. Ctent agrees
<br /> that relevant analyses, findings end reports provided In electronic media shall also be provxled in hard copy and that the hard copy shell govem in the case of a discrepancy between the two
<br /> versions, and shall be held as the official set of drawings, as signed and sealed. Client shall be afforded a period of 30 days in which to check the hard copy against the electronic media. In the
<br /> event that any error or inconsistency is found as a result of this process, LJA shall be advised and the tnconslatenoy shall be corrected at no additional cost to Client. Following the expiration of this
<br /> SO-day period, Client shall bear all responsibility for the care, custody, and control of the electronic media. h addition, Client represents that it shalt retain the necessary mechanisms to read the
<br /> electronic made, which Client acknowledges to be of ony, limited duration. Client agrees to defend, Indemnify, and hold harmless WA from all claims, damages, and expenses (including reasonable
<br /> litigation costs) arising out of such reuse or alteration by Client or others acting through Client.
<br /> 15. AMENDMENT, This Agreement, upon execution by the parties hereto, can be amended only by a written instrument signed by the parties.
<br /> 17. ASSIGNMENT. Except for assignments (a) to entitles which control, or are controlled by, the parties hereto or (b) resulting from operation of law, the rights and obligations of this
<br /> Agreement cannot be assigned by any party without written permission of each other party. This Agreement shall be binding upon and Inure to the benefit of any permitted assigns.
<br /> 16. STATUTES OF LIMITATION. To the fullest extent permitted by law, the parties agree that, except for claims for indemnification, the time period for bringing claims under this
<br /> • Agreement shall expire one year after Project completion.
<br /> 19. DISPUTE RESOLUTION. The parties shall attempt to settle disputes arising under this Agreement by discussion between the parties senior representatives of management. of any _
<br /> dispute cannot be resolved In this manner, within a reasonable length of time, the parties agree Mehemet non-binding mediations or any other method of alternative dispute resolution prior to lillng
<br /> any legal proceedings. in the event any actions are brought to enforce this Agreement, the prevailing Carty shall be entitled to collect Its litigation costs includingettorney's fees from the other party.
<br /> 20. ND WAIVER. No waiver by either party of any default by the other party In the performance of any particular section of this Agreement shall Invalidate any other section of this
<br /> Agreement or operate as a waiver of any future default, whether like or different in character.
<br /> 21. NO THIRD -PARTY BENEFICIARY. Nothing contained 10 this Agreement, nor the performance of the parties hereunder, is intended to benefit, eor shalt Inure to the benefit of, any
<br /> third party, Including Clients contractors, If any.
<br /> 22. SEVERABILITY. The various terms, provisions and covenants herein contained shall be deemed to be separate end severable, and the invalidity orunentorceeblllty of anyofthem
<br /> shag not affect Or impair the validity or enforceability of the remainder. •
<br /> 23. AUTHORITY. The persons signing this Agreement warrant that they have the authority to sign as, or on behalf of, the party for whom they are signing.
<br /> APPROVED FOR KLOTZ ASSOCIATES APPROVED FOR LJA ENGIN RING, INC.
<br /> By: By:
<br /> Printed Name: Printed Name: Wallace E. Troohesset, P.E.
<br /> Title: Title: Vice President
<br /> Date: (Date:
<br /> H:1 Engineering\ Clients \ProposalslKlolzAssociates1PSA -LJA Proposal 11 -0513.doo
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