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• *00 *'-0 CMTA General Terms & Conditions For the Attached CMTA Proposal and Agreement Reference Conditions: CMTA, Inc., will hereinafter be referenced as CMTA and the above referenced CLIENT will be referred to as CLIENT. The Project may be hereinafter referenced either as the "Project" or by abbreviation as above set forth. Entire Agreement: These General Terms and Conditions, along with the Agreement for Services to which these General Terms and Conditions are attached (the "Agreement for Services") and the Proposal attached to the Agreement for Services (the "Proposal") (collectively with the Agreement for Services and the Proposal, this "Agreement"), constitutes the entire agreement between CLIENT and CMTA, regarding the Project. If CMTA has commenced work in connection with the Project, all provisions in this Agreement for the benefit or protection of either party shall apply to such activities. There are no prior or contemporaneous, oral or written, representations, understandings or agreements which are not fully expressed in this Agreement. No amendment or change order shall be valid unless it is in writing and signed by an authorized representative of the party against whom such an amendment or change order is sought to be enforced. Relationship of Parties. CMTA, in furnishing services to CLIENT, is an independent contractor. CMTA does not undertake to perform any regulatory or contractual obligation of CLIENT or to assume any responsibility for the CLIENT's business or operations. Subcontracting: CMTA shall supervise, perform or cause to be performed all work to be accomplished by CMTA and may call upon the expertise of subcontractors in the performance of the services hereunder. Severability: The provision of this Agreement shall be severable, and if any clause, sentence, paragraph, provision, or other part hereof shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair, or invalidate the remainder hereof, which remainder shall continue in full force and effect. Billings/Payments: Invoices for services shall be submitted monthly. Payment is due within 30 days of receipt. If payment is not received 30 days of receipt, such fees shall be subject to a service fee of 1.5% per month, and CMTA reserves the right to pursue all appropriate remedies, including, without limitation, suspending all performance under this Agreement. If services are suspended for nonpayment, CMTA shall have no liability for any delay or other damage, contractual or otherwise, caused by or arising out of the suspension of services of nonpayment. Acceptance by CMTA of any payment more than 30 days overdue shall not serve CMTA Maitland Office 600 South Maitland Avenue Maitland, FL 1 32751 MEP Engineering I Performance Contracting I Zero Energy Engineering I Technology I Commissioning