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DocuSign Envelope ID:OEA8910E-53C5-4456-B7C4-13BO7A47BB46
<br /> G) Choice of Law/Yenue:This Agreement shall be governed by the laws of the state PROFESSIONAL'S NEGLIGENCE, NEGLIGENT MISREPRESENTATION,
<br /> in which the Summit office identified below is located,without regard to its law of ERRORS, OMISSIONS, STRICT LIABILITY AND BREACH OF CONTRACT.
<br /> conflict of laws.Any legal action or proceeding shall be venued in the State or Federal HIGHER LIMITS OF LIABILITY ARE AVAILABLE FOR A NEGOTIATED FEE.
<br /> Court nearest the municipality in which Summit's office is located.
<br /> N) Indemnification:To the fullest extent permitted by law,Client agrees to defend,
<br /> H) Statute of Limitations/Repose: Causes of action pertaining to this Agreement indemnify and hold harmless Summit,its officers,directors, employees,agents,and
<br /> shall be deemed to have accrued and the applicable statutes of limitation and repose subconsultants from all claims, damages, injuries, liabilities, costs and expenses,
<br /> shall commence to run at the earlier of either the date of Substantial Completion of the including reasonable attorneys fees, arising from or claimed to arise from the acts,
<br /> Project or the date Summit's services are substantially complete. omissions,negligence,fault,breach of contract,breach of warranty,or strict liability
<br /> of Client or its employees,agents,contractors and subcontractors.
<br /> I) Assigns: Neither the client nor Summit may delegate,assign,or transfer his duties
<br /> or interest in this Agreement without consent of the other party,except Summit may in O) Consequential Damages: To the fullest extent permitted by law, Client and
<br /> its discretion utilize qualified subconsultants in the performance of the Scope of Summit waive against each other, and the other's employees, officers, directors,
<br /> Services. members, agents, insurers, partners, and consultants, any and all claims for or
<br /> entitlement to special,incidental,indirect,consequential,punitive,treble,or exemplary
<br /> J)Delays:If the time for completion of Summit's Services,if any,is changed,or the damages arising out of,resulting from,or in any way related to this Agreement or the
<br /> orderly and continuous progress of Summits Services is impaired,or Summit's Services Project,from any cause or causes. Consequential damages include without limitation
<br /> are delayed or suspended for any reason,then the time for completion of Summit's loss of profits,loss of revenue,loss of financing,rental expenses,cost of replacement
<br /> Services,if any,and the rates and amounts of Summit's compensation shall be adjusted power,and loss of use of equipment or facilities.
<br /> to account for such delay.
<br /> P) Complete Agreement:This Agreement constitutes the entire agreement between
<br /> K) No Third-Party Beneficiaries: Nothing in this Agreement shall create a the parties hereto and supersedes all previous understandings and agreements with
<br /> contractual relationship with or give any right or benefit to any third party. respect to the Project or any of the provisions hereof. No statement,promise,condition,
<br /> understanding,inducement,or representation,oral or written, expressed or implied,
<br /> L) Severability,Reformation and Survival:If any provision in this Agreement is Which is not contained herein shall be binding or valid and this Agreement shall not be
<br /> held invalid,illegal,or unenforceable,the enforceability of the remaining provisions changed,modified or altered in any manner except by an instrument in writing executed
<br /> shall not be impaired thereby. The invalid,illegal or unenforceable provision shall be by the parties hereto.
<br /> replaced by a mutually acceptable provision,which,being valid,legal and enforceable,
<br /> comes closest to the parties'intention underlying the invalid,illegal or unenforceable Q) Client and Summit are hereby bound and the successors,executors,administrators,
<br /> provision. Limitations of liability,indemnities,and other express representations shall and legal representatives of Client and Summit are hereby bound to the other parry to
<br /> survive termination of this Agreement for any cause. this Agreement and to the successors, executors, administrators, and legal
<br /> representatives (and said assigns) of such other party, in respect of all covenants,
<br /> M) RISK ALLOCATION/LIMITATION OF LIABILITY: CLIENT AND agreements,and obligations of this Agreement.
<br /> SUMMIT HAVE DISCUSSED THE RISKS,REWARDS,AND THE BENEFIT OF
<br /> THE PROJECT AND SUMMIT'S TOTAL FEE FOR SERVICES. THE RISKS R)This agreement may be executed in any number of counterparts and the counterparts
<br /> HAVE BEEN ALLOCATED SUCH THAT THE CLIENT AGREES THAT TO THE together shall constitute the original of this Agreement as if each party hereto had
<br /> FULLEST EXTENT PERMITTED BY LAW, SUMMIT'S (INCLUDING signed the same page. Counterpart copies of this Agreement may be signed by a party
<br /> SUMMIT'S OFFICERS,DIRECTORS,MEMBERS,PARTNERS,AGENTS,AND and exchanged electronically or in Adobe Acrobat PDF file format. The Parties intend
<br /> EMPLOYEES) TOTAL LIABILITY TO CLIENT AND CONSTRUCTION that such copies signed and exchanged as provided in the preceding sentence shall be
<br /> CONTRACTORS AND SUBCONTRACTORS, AND ANYONE CLAIMING BY, fully binding.
<br /> THROUGH, OR UNDER THEM, FOR ANY AND ALL INJURIES, CLAIMS,
<br /> LOSSES, EXPENSES, DAMAGES OR CLAIMS EXPENSES ARISING OUT OF
<br /> OR RELATING TO THIS AGREEMENT,WHETHER ARISING IN CONTRACT,
<br /> TORT,EQUITY,STRICT LIABILITY,BY STATUTE,OR OTHERWISE,SHALL
<br /> BE LIMITED TO AND SHALL NOT EXCEED SUMMIT'S TOTAL FEE
<br /> HEREUNDER OR$250,000, WHICHEVER IS SMALLER. THIS LIMITATION
<br /> INCLUDES BUT IS NOT LIMITED TO CLAIMS BASED UPON DESIGN
<br /> By signing this Agreement,you are consenting to the Terms and Conditions set forth herein. Please retain a copy for
<br /> yourself and return the signed Original to Summit Design and Engineering Services,PLLC.
<br /> Client: Summit Design and Engineering Services,PLLC
<br /> Address: Address: 320 Executive Ct
<br /> City/State: City/Stat Hillsborough,NC 27278
<br /> [SIGN [SIGN]
<br /> By: By:
<br /> (Print Name) (Print Name)
<br /> Date: Date:
<br /> Page 4 of 4
<br /> (Revised 8-30-18)
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