PSA - Construction Inspection Services for Seitz Park Reconstruction Proj No. 117-093A - Lochmueller Group

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© 2015 SME SME General Conditions – Commercial (03/15) 2 12. GOVERNING LAW: The parties agree that this Agreement shall be governed in all respects by the laws of the State of Michigan. 13. LIMITATION OF LIABILITY: In consideration for SME’s undertaking to perform services at the rates set forth on the Fee Schedule attached to SME’s proposal or the lump sum fee provided, CLIENT agrees to limit all potential liability of SME to CLIENT, its employees, agents, successors and assigns, for any and all claims, losses, breaches, damages or expenses arising from, or relating to SME’s performance of services on this Project, such that SME’s total aggregate liability to CLIENT, its employees, agents, successors and assigns shall not exceed $50,000 or SME’s total fee for the services rendered on the Project, whichever is greater. The CLIENT understands that it may negotiate a higher limit of liability in exchange for an appropriate increase in SME’s fee. a) CLIENT further agrees that it will require all of its contractors and consultants on this project and their respective subcontractors and subconsultants, be bound by an identical limitation of SME’s aggregate liability in their agreements for work on this Project. b) CLIENT further agrees that it will require all of its contractors and subcontractors defend and indemnify CLIENT and SME from any and all loss or damage, including bodily injury or death, arising from contractor or subcontractors performance of work on this Project, regardless of whether or not such claim, damage, loss or expense is caused in part by SME provided however, that this obligation shall not apply to claims, damage, loss or expense caused by the sole negligence or fault of SME. 14. PERIOD OF LIMITATION: Notwithstanding any period of limitations that might otherwise apply, the parties agree that no action, claim or proceeding of any kind, whether in tort, contract or equity arising out of SME’s services may be brought against SME more than two years after the first to occur of the following events: (i) the date of CLIENT’s acceptance, use or occupancy of the Project that is the subject of this engagement, or (ii) the date of SME’s last service in connection with this Project. 15. ADDITIONAL SERVICES: If SME provides services at the request of CLIENT, in addition to those described in the scope of work contained in SME’s proposal, CLIENT agrees that these general conditions including any Special Conditions shall apply to all such additional services. 16. AGREEMENT: This Agreement includes SME’s Proposal, these General Conditions, and any other Special Conditions, Fee Schedules, or other documents provided with SME’s Proposal. This Agreement constitutes the entire contractual relationship between the parties and cannot be changed except by a written instrument signed by both parties. All preprinted Terms and Conditions on CLIENT’s Purchase Order(s) or acknowledgement forms are inapplicable to this Agreement. In the event any provision of this Agreement is held invalid or unenforceable, the other provisions will remain in full force and effect, and binding upon the parties. All the terms of this Agreement, including provisions relating to limitation and allocation of liability, shall survive the completion and/or termination of this Agreement. This Agreement cannot be assigned by either party without the written consent of the other party. Please complete and return the signed General Conditions to SME to indicate acceptance of this proposal and to initiate work on the referenced project. The CLIENT’s signature or direction to proceed also indicates that he/she has read or has had the opportunity to read the General Conditions and agrees to be bound by such General Conditions. SME PROPOSAL Proposal No.: Project Name: Project Location: CLIENT PROPOSAL AND AGREEMENT ACCEPTANCE (Please Print or Type) CLIENT Signature: Date: Printed Name: Title: CLIENT (Company) Name: Address: Telephone No.: Email: