No. 2732 approving/authorizing the execution of an addendum to the Master Agency Agreement (Wayne St. Parking Garage Repair Assessment)

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• • • Condition Assessment & Preventive Maintenance Program St. Joseph/Wayne Street Parking Garage City of South Bend June 29, 2010 Page 7 7. FUJAWA's liability for any damage on account of any error, omission, or other professional negligence will be limited to a sum not -to- exceed the fee received under this Agreement. FUJAWA, its agents and employees shall not be liable for any lost profits or any claim or demand against Client by any other party. In no event shall FUJAWA be liable for special, consequential or exemplary damages. This provision shall supersede any other provision in this Agreement that may be deemed inconsistent with it. The Client may bring no action, regardless of form, arising out of the service under this Agreement, more than one (1) year after the act or omission - giving rise to a cause of action has occurred. 8. The Client shall indemnify, defend, and hold FUJAWA, its officers, employees, and agents harmless from any and all claims, suits, losses, costs, and expenses, including but not limited to, court costs and reasonable attorney's fees arising or alleged to have arisen out of or to have resulted from the performance of FUJAWA's work on or about the subject Project, and caused in whole or in part by any negligent, willful, or wanton act or omission of the Client. In the event that the Client brings any claim, suit, cause of action, of counterclaim against FUJAWA, to the extent that FUJAWA prevails upon such action, the Client shall pay to FUJAWA the costs expended by FUJAWA to defend against such action including reasonable attorney's fees, witness fees, and other related expenses. 9. FUJAWA shall not be responsible for failure to perform or for delays in the performance of work, which arise out of causes beyond the control and without the fault or negligence of FUJAWA. 10. In entering into this Agreement, Client has relied only upon the warranties or representations (a) set forth in this Agreement; or (b) implied in law. No oral warranties, representations or statements shall be considered a part of this Agreement or a basis upon which the Client relied in entering into this Agreement. No statements, representations, warranties or understandings, unless contained herein, exist between Client and FUJAWA. 11. Either party upon seven (7) days prior written notice may terminate this Agreement. In the event of termination, FUJAWA shall be compensated by the Client for (a) all services performed up to and including the termination date; and (b) reimbursable expenses. 12. FUJAWA's repair documents shall not be construed to warrant or guarantee the building and/or any of its components under any circumstances. FUJAWA shall not be responsible for latent or hidden defects that may exist, nor shall it be inferred that all defects will have been either observed or recorded.