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Project No. 22144.00 Project Name: Atlantic Isle Blvd. Imorovements Page 3 6. WARRANTIES AND ATTORNEYS' FEES: CWI warrants that its services are performed, within the limits prescribed by our Clients, with the usual thoroughness and competence of the engineering profession. No other warranty or representation, either expressed or implied, is included or intended in our proposals, contracts, reports or services. Should it become necessary to employ an attorney to enforce the terms of this Agreement, Client hereby agrees to pay all costs of such enforcement, whether an action be brought or not, including reasonable attorneys' fees, which shall include fees for appellate proceedings, if any. 7. INSURANCE AND LIABILITY: CWI shall provide appropriate insurance coverages. eWI's liability to Client for any and all damages arising in any way out of the performance of this contract is limited to the dollar amount of fees earned by CWI under this contract. In no event shall CWI be liable for any indirect, special or consequential loss or damage arising out of the performance of services hereunder, including but not limited to, loss of use, loss of profit or business interruption, whether caused by negligence of eWI or otherwise and Client shall indemnify and hold eWI harmless from any such damages or liability. In the event Client makes a claim against CWI at law or otherwise for any alleged error, omission or other act arising out of the performance of the professional services contracted for herein and the Client fails to prove such claim, then the Client shall pay all costs, including attorneys' fees, which shall include fees for appellate proceedings, if any, incurred by eWI in defending itself against said claim. 8. MISCELLANEOUS: A. LAW GOVERNING: This agreement shall be governed by and construed in accordance with the laws of the State of Florida. B. SEVERABILITY: If any portions of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed and enforced as if such provisions had not been included. C. ENTIRE AGREEMENT AND AMENDMENTS: This Agreement, including any and all Exhibits referred to herein which are a part hereof, contains the entire understanding of the parties hereto with respect to the subject matter contained herein and may not be modified, amended or terminated nor may any term hereof be waived except by a written instrument executed by all parties hereto or their respective successors or assigns. No oral representations made by CWI or its employees or agents shall be binding on eWI unless such representations are reduced to writing. D. TERMINA nON: The obligation to provide further services under this Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In the event of any termination, CWI will be paid for all services and expenses rendered pursuant to this Agreement to the date of termination and all expenses and related costs necessary to effectuate said termination. Accepted: Initial: Date: