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HomeMy WebLinkAbout2025-069ARCHITECTURE SERVICES WORK ORDER 2 This Work Order Number 2 is entered into as of this 25 day of March , 2025 pursuant to that certain Continuing Contract Agreement, dated January 9, 2024, ("Agreement"), by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida ("COUNTY") and CPZ Architects, Inc. ("Consultant"). The COUNTY has selected the Consultant to perform the professional services set forth on Exhibit A (Scope of Work), attached to this Work Order and made part hereof by this reference. The professional services will be performed by the Consultant for the mutually agreed upon lump sum or maximum amount not -to -exceed professional fee. Any additional costs must be approved in writing, and at a rate not to exceed the prices set forth in Exhibit B of the Agreement (Rate Schedule) for RFQ 2023062, made a part hereof by this reference. The Consultant will perform the professional services within the timeframe more particularly set forth in Exhibit A (Time Schedule), attached to this Work Order and made a part hereof by this reference all in accordance with the terms and provisions set forth in the Agreement. Pursuant to paragraph 1.4 of the Agreement, nothing contained in any Work Order shall conflict with the terms of the Agreement and the terms of the Agreement shall be deemed to be incorporated in each individual Work Order as if fully set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Work Order as of the date first written above. 1-17 CONSU By: Nai President 'ph`MISS/' BOARD OF COUNTY COMMISSIONER�-�^�F9s INDIAN RIVER COUNTY: By: o seph E. Flescher, Chairman BCCAppr val Date: March 25, 2025 ""•• By: ohn A. Titkanich, Jr., County Administrator Approved as to Form and Legal Sufficiency: By: _ L"", 1/1(, ( � h a-pj J ifer W. huler, County Attorney Ryan L. Butler, Clerk of Co rt and Comptroller Attest: _ Ali Deputy Clerk (SEAL) ER co G� z � -c F�ORIp ' 2025 MEETING CALENDAR ENVIRONMENTAL LAND ACQUISITION PANEL (ELAP) Jeff Beal — Natural Resources Representative Samantha McGee — District 1 Appointee Roland DeBlois — Planning or Engineering Representative Janice Broda — District 2 Appointee John Orcutt -Real Estate or Finance Representative Daniel Bott — District 3 Appointee Heather Stapleton — Natural Resources Representative Peter O'Bryan — District 4 Appointee James Connaughton - District 5 Appointee Wendy Swindell — Conservation Lands Manager Beth Powell — Parks & Recreation Director Joseph Earman — Commissioner, District 3 - BCC Liaison (non-voting) The Environmental Land Acquisition Panel typically meets at 5:30 PM on the third Tuesday, monthly *exceptasnoted1 in room B1-501 of the Indian River County, Administration Complex - Building B, First Floor, 1800 27th Street in Vero Beach, Florida. January 21, 2025 No February Meeting March 25, 2025* (fourth Tuesday) April 15, 2025 May 20, 2025 June 17, 2025 July 15, 2025 August 19, 2025 September 16, 2025 October 21, 2025 November 18, 2025 December 16, 2025 9 members/7 for quorum *Additional meetings may be called as needed "Designing Quality Architecture that Builds Lasting Relationships February 17, 2026 Carlos Luis Flores, RA Dept. of Building & Facility Services, Indian River County BOCC 1800 27th Street (Bldg. A), Vero Beach, FL 32960 Re: IRC Administration Building B — Property Appraiser Renovations Architectural and Engineering Design Proposal Dear Mr. Flores: As requested, we are pleased to offer the following fee proposal to provide Architectural Design and Engineering Services for Design, Construction Documents, and Construction Administration for the office improvements for the Property Appraiser Office as shown in the attached drawings. This will be developed in the existing space on the first floor of building B. Our scope of Services includes areas shown on the attached drawings. (See attached drawings). The scope of work includes the following: a. This project is for the following improvements and as shown on the attached scope drawing. b. Lobby renovation with three offices. i. Extend a wall containing a secure door from the northwest wall ofthe lobby to the first customer service kiosk. ii. In the northwest and the southwest comer ofthe lobby area design a small office area on either side. This would allow for use by Property Appraiser staff to assist walk-in taxpayers with property appraisal issues and not allow access to entire office space. iii. Design a small one-way window constructed along the east wall right above the filing cabinets. This would allow for back-office staff to observe visually any activity in the front office area, detect anypotential issues with the public, and provide additional help to front office staff. 1. In the southeast area ofthe lobby, we would like the existing area with partial walls to be enclosed with a door from the customer service kiosk and a door onthe front side. Again, it would allow for taxpayer consultation in a secure area for staff. iv. Shelving in the lobby along the west wall to be removed. v. Customer Service Kiosk Area -Redesign kiosk area with secure windows. c. Workroom B 1 -606 modifications, re -design the cubicle areas and add doors at each entrance way. d. Production Room 625 modifications and flooring replacement. e. Kitchen remodel CPZ ARCHITECTS, INC. Project #2353C 4316 WEST BROWARD BOULEVARD, PLANTATION, FLORIDA 33317 Pagel of 5 (954) 792-8525, FAX (954) 337-0359 AA #26000685 W W W.CPZARCHrrECTS.COM "Designing Quality Architecture that Builds Lasting Relationships f. IT office and conference area. g. Interior finish upgrades; paint, carpet, base board, ceiling and lighting. h. Update / upgrade cubicles and furniture — By County Vendor. We will provide services for the following phases. a. Schematic Design i. Review and documentation of the existing conditions. ii. Meetings with the County Staff, two (2) in person and two (2) online as needed. iii. Prepare base drawings to be used throughout the project. iv. Building Code review and documentation. v. Prepare schematic level floor plans for review with County. vi. Provide revisions based on comments. b. Design Development i. Develop the plan and coordinate with mechanical, electrical and plumbing. ii. MEP Engineer field review and documentation. iii. Final coordination with the county staff. iv. Final Life Safety Plan v. Coordination with County IT Staff for locations and infrastructure needs. vi. Review and select fmal finishes. Prepare two options with finish boards. vii. Prepare a final Design Development package of Architectural and MEP Drawings viii. Two on-site meetings. c. Construction Drawings i. Develop full construction drawings for the use in bidding and permitting. ii. One (1) site meeting for review and coordination iii. One (1) virtual meeting iv. Final Architectural and Engineering drawings. v. Informal review with the County Buidling Department if possible. d. Bidding i. Respond to questions. ii. Attend pre-bid meeting on site. iii. Review bids. e. Permitting i. Sign and Seal final documents ii. Respond to building department comments. iii. Revise drawings as required. f. Construction Administration Service i. Review shop drawings. ii. Review and respond to RFI's from the contractor. iii. Review Pay applications g. Construction Site Meetings i. Architecturally we have included six (6) site meetings. ii. MEP Engineers have included (3) site meetings. COMPENSATION CPZ ARCHITECTS, INC. Project #2353C 4316 WEST BRowARD BOULEVARD, PLANTATION, FLORIDA 33317 Page 2 of 5 (954) 792-8525, FAX (954) 337-0359 AA #26000685 W W W.CPZARCHrrECTS.COM "Designing Quality Architecture that Builds Lasting Relationships Compensation for architectural and engineering services shall be on a stipulated basis and in accordance with CPZ Architects, Inc. Continuing Services Contract. See attached spreadsheet for the breakdown of hours. A. Project Design Fees: Description CPZ OCI Schematic Design & Existing Cond. $ 8,880.00 $ 1,760.00 $ 10,640.00 Design Development $ 10,000.00 $ 4,356.00 $ 14,356.00 Construction Drawings $ 17,200.00 $ 3,940.00 1 $ 21,140.00 Bidding $ 3,320.00 $ 760.00 $ 4,080.00 PenIfitting $ 3,880.00 $ 760.00 $ 4,640.00 Construction Administration $ 11,040.00 $ 5,040.00 $ 16,080.00 Construction Site Mtgs. $ 6,600.00 $ 3,360.00 $ 9,960.00 2 Mtgs $ 60,920.00 $ 19,976.00 $ 80,896.00 TOTAL B. Reimbursable expenses will be billed at actual cost plus 10% (ten percent) and will include the following: 1. Reproductions and Printing 2. Fees paid to Municipalities C. Compensation for additional architectural/engineering services not included above shall be computed on a per hour basis as follows: 1. Compensation for additional architectural/engineering Services not included in above, shall be computed on a per hour basis as follows: 1. Project Principal $275 2. Senior Project Manager $195 3. Project Manager $150 4. Architectural Associate $140 5. Administrative Support $ 95 6. Consultants (Civil, Landscape, Structural, Mechanical, Electrical Engineers, etc.) to be reimbursed at cost billed to Architect. EXCLUSIONS The following items are excluded from this proposal: 1. CSI Full Specification Book. Product specifications will be noted and specified in the drawings. 2. Detailed Cost Estimate 3. Renderings 4. Presentation to the City Commission and Community Organizations. CPZ ARCHITECTS, INC. Project #2353C 4316 WEST BROWARD BOuuvARD, PLANTATION, FLORIDA 33317 Page 3 of5 (954) 792-8525, FAX (954) 337-0359 AA #26000685 WWW.CPZARCHrrECTS.COM "Designing Quality Architecture that Builds Lasting 5. Environmental Testing Services 6. IT and Security Services 7. Security Access Programing and Design 8. Three dimensional renderings or virtual tours. 9. As -Built measuring of all spaces. The County shall provide base CAD floor and ceiling plans for use by our office. We thank you for the opportunity to offer you these services. All services will be in accordance with our continuing service agreement. If this proposal meets with your approval, please provide a purchase order and we will start immediately. If you have any questions, please contact me at 954-792-8525. Resa.rma5n, ectfull CP A President CPZARCHITECTS, INC. Project #23530 4316 WEST BROWARD BOULEVARD, PLANTATION, FLORIDA 33317 Page 4 of 5 (954) 792-8525, FAX (954) 337-0359 AA #26000685 WWW.CPZARCHITECTS.COM "Designing Quality Architecture that Builds Lasting Relationships 1. 71- �T_ ,7T i a General Notes 1,�!ntre Office area to -RE r , new base board —d fresh rvt. N.CarpM 7T=t R—. artitom i _T —rN Jxj- ma s end -..dn-- N— rot Fit J T" , [ r , Z4 BLMLDIW 2 -FIRST FLOOR PARMIFLOOR PTAH 01 _ NO" FOVER coux ADWMS CONPLEX 2-Al.1.2 • CMTA 14 February 2025 Mr. Chris P. Zimmerman, AIA President CPZ Architects, Inc. 4316 West Broward Boulevard Plantation, FL 33317 Building Science Leadership Re: Professional Services Fee Proposal - MEPF Design Engineering Property Appraiser's Office - Renovation Indian River County Administration Building 1800 27th Street Vero Beach, FL CMTA, is pleased to present our fee proposal for the above referenced project. Following, is our scope of work and compensation for the project. If the proposal is acceptable, please sign and return a copy for our files. Project Description / Scope of Work: We understand our scope of work will be to provide Mechanical and Electrical design engineering for a renovation of the first floor of building B at the Indian River County Admin Complex. The renovated area is the Property Appraiser's Office Area. The renovations are to include the following scope: 1. Renovation of the lobby area with a new glass wall in the lobby area, that will create a separation between the public and the customer service area. This wall will also create two breakout rooms for the public to use. 2. There will be two areas where doors and walls will be added to divide spaces. 3. An open area is to be walled off to create a new meeting room. 4. Addition of power to serve the breakroom to feed existing equipment. Our scope of work will include the following items: CMTA Maitland Office 600 South Maitland Avenue I Maitland, FL 1 32751 MEP Engineering I Performance Contracting I Zero 1;nergy Engineering I Technology I Commissioning CMTA Building Science Leadership Mechanical Engineering • Design Engineering to rework distribution to support the new lobby area, new office spaces, rework of existing office space, new office space, new conference room and a rework of existing conference room. Electrical Engineering • Design Engineering for distribution of Electrical Power. • Design Engineering for Lighting and Switching. • LV Design for Telecom and Data Device Locations, Back Boxes and Cable Routing. (Headend Room Is Existing) • Coordination with Specialty Equipment Vendors, Cut Sheets. Scope of Services: Our Scope of Work and Services will include the following: 1. All Design Team Meetings, via Teams. 2. Electrical Specifications and Construction Documents (Revit (BIM) or AutoCAD). 3. Design Documents, Reviews and Responses for: • Construction Documents • Permitting • Bid Assistance • Construction Administration — Responses to contractor RFI's, Shop Drawing Review (No More Than 2 Reviews) and a final punch. Compensation for Services: Our base design fee for this new project will be Sixteen Thousand Six Hundred Twenty -Five Dollars ($16,625.00) plus customary reimbursable expenses. We would anticipate our billing schedule would be as follows: • Schematic Design & Existing Conditions $1,760.00 • Design Development $4,356.00 • Construction Drawings $3,940.00 • Permitting $ 760.00 CMTA Maitland Office 600 South Maitland Avenue Maitland, FL 1 32751 MEP Engineering I Performance Contracting I Zero Energy Engineering I Technology I Commissioning 4 • • 90'-: CMTA •0• • Bidding • Construction Administration Construction Site Visit / Meetings • Mechanical Engineer, Per Visit/Mtgs • Electrical Engineer, Per Visit/Mtgs Building Science Leadership $ 760.00 $5,040.00 ti 840.011, �1 11 Please Note: Additional Sites will be performed upon request and billed on a per trip basis of $840 per engineer. Reimbursable Expenses: Printing/Reproduction and Methods of Delivery to be Billed at Direct Cost. We estimate reimbursables to be $200.00. Additional Expenses / Excluded Items: Services required beyond basic scope shall be negotiated on an as needed basis at which time a proposal for additional services will be provided. • Building Floor Plan Changes (Flip and Rotation) • Commissioning • Construction Administration • Contractor As-Builts • LEED Assistance / Energy Modeling • Prototype Reuse • Rational Analysis • Value Engineering Terms and Conditions: CMTA, will perform the Scope of Work as outlined above for a base fee for design and permitting for $16,625.00. Monthly invoices will be submitted based upon percent complete and are due upon receipt. Accounts unpaid for 45 days from the date of invoice are subject to a 1.5 percent per month service charge. Accounts unpaid for 75 days from the date of invoice will be a cause to suspend all CMTA Maitland Office 600 South Maitland Avenue Maitland, FL 1 32751 MEP Engineering I Performance Contracting I Zero Energy Engineering I Technology I Conuir;si�miii CMTA Building Science Leadership performance under this Agreement. In the event of a suspension of services, 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 of any payment more than 75 days old shall not serve as a waiver of CMTA's contractual right to suspend service for nonpayment. Exhibit A "General Terms and Conditions" attached to this proposal is a part of this agreement. Limits of BIM/Revit Desiqn: CMTA design standard for Revit is limited to Level of Development (LOD) 300. • LOD 300 - The Model Element is graphically represented within the Model as a specific system, object or assembly in terms of quantity, size, shape, location, and orientation. • Non -graphic information may also be attached to the Model Element. • Coordination without clash detection software will be focused on major hard clashes, major equipment layout and standard level of coordination to insure items fit within spaces/ rooms and ceiling cavities provided by architect. • CMTA does not provide design to Full Clash Detection until the Levels 350 and above are utilized. • LOD 350 or above will require additional services PURSUANT TO FLORIDA STATUTE § 558.035, AN INDIVIDUAL EMPLOYEE OR AGENT OF CMTA, MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF PROFESSIONAL SERVICES RENDERED UNDER THIS PROFESSIONAL SERVICES CONTRACT. RESPE�JFULLY SUBMITTED BY CMTA, INC. 17andy Stetart Partner 14 February 2025 Date CMTA Maitland Office 600 South Maitland Avenue i Maitland, FL 132751 MEP Engineering I Performance Contracting I Zero Energy Engineering I Technology I Commissioning CMTA REVIEWED AND ACCEPTED BY: Name: Company: Title: Signature: Date: Hourly Rates: Building Science Leadership Classification Hourly Rate Principal $210.00/hour Registered Professional Engineer $195.00/hour Senior Project Manager $170.00/hour Senior Project Engineer $170.00/hour IT / AV Systems Design Engineering $160.00/hour Lighting Design Engineering $160.00/hour Project Engineer $135.00/hour Senior Designer $125.00/hour Designer $110.00/hour CAD Operator $ 80.00/hour Clerical $ 70.00/hour CMTA Maitland Office 600 South Maitland Avenue Maitland, FL 1 32751 MEP Engineering I Performance Contracting I Zero Energy Engineering I Technology I Commissioning • *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 CMTA Building Science Leadership as a waiver of CMTA 's contractual right to suspend service for nonpayment. In the event of nonpayment of fees, CLI ENT will be responsible for all costs, including, without limitation, court costs, collection costs, reasonable attorneys' fees, expert fees, and all other costs allowed by law, which may be incurred by CMTA in pursuit of payment. Taxes. There shall be added to the charges under this Agreement, and CLIENT shall pay to CMTA, an amount equal to any taxes, levies and duties, however designated or levied, based upon such charges, this Agreement, the services or materials provided, or their use, including, without limitation, state and local sales and use taxes, which are paid by or are payable by CMTA , plus interest and penalties, if any, exclusive, however, of United States federal, state or local taxes based on the net income of CMTA . Notwithstanding the preceding sentences, CMTA accepts full and exclusive liability for the payment of all employer contributions and taxes measured by the remuneration paid to CMTA employees as required by all applicable United States federal, state and local laws, rules and regulations. Waiver: No waiver by either party of any breach, default, or violation of any term, warranty, representation, agreement, covenant, condition, or provision hereof shall constitute a waiver of any subsequent breach, default, or violation of the same or any other term, warranty, representation, agreement, covenant, condition, or provision hereof. All waivers must be in writing and signed by the party against whom enforcement of the waiver is sought. All remedies are cumulative, and the election to pursue less than all remedies shall not be a waiver of the right to pursue any other remedy. Force Majeure: Obligations of either party under this Agreement shall be suspended, and such party shall not be liable for damages or other remedies while such party is prevented from complying herewith, in whole or in part, due to contingencies beyond its reasonable control, including, but not limited to, strikes, riots, war, fire, acts of God, injunction, compliance with any law, regulation, or order, whether valid or invalid, of the United States of America or any other governmental body or any instrumentality thereof, whether now existing or hereafter created, inability to secure materials or obtain necessary permits, provided, however, the party so prevented from complying with its obligations hereunder shall promptly notify the other party thereof. Compliance with Law: In the performance of all services to be provided hereunder, CMTA agrees to comply with all applicable federal, state, and local laws and ordinances and all lawful order, rules, and regulations of any constituted authority. CMTA Maitland Office 600 South Maitland Avenue i Maitland, FL 132751 MEP Engineering I Performance Contracting I Zero Energy Engineering Technology I COMM! • 9"-: CMTA • •• Building Science Leadership Applicable Law; Jurisdiction; Venue: The validity, performance, and construction of this Agreement shall be governed by and construed according to the laws of the State of Florida exclusive of its conflicts of law provisions. All claims hereunder shall be tried solely and exclusively in the Courts of Orange County, Orlando, Florida or the appropriate United States District Court. Each party consents to the jurisdiction and venue of such court. EACH OF THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY ALL RIGHTS TO A JURY TRIAL IN ANY PROCEEDING INVOLVING ANY DISPUTE OR MATTER ARISING UNDER THIS AGREEMENT. Standard of Care/Warranties: Services performed by CMTA under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, CMTA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING UNDER ANY STATUTE. Except for the warranty expressly set forth in this paragraph, CLIENT acknowledges and agrees that it has relied on no other representations or warranties and that no other representations or warranties have formed the basis of its bargain hereunder. Confidentiality: Each party shall retain as confidential all information and data furnished to it by the other party which are designated in writing by such other party as confidential at the time of transmission and are obtained or acquired by the receiving party in connection with this Agreement, and said party shall not reveal such information to any third party, except as required by law (in which case, the party from whom disclosure is required shall give the other party prompt notice of the demand and cooperate in efforts to limit disclosure). Indemnification: CMTA and CLIENT each agree to indemnify, defend and hold harmless the other from and against any and all amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property to the extent arising out of the indemnifying party's negligence in the performance of this Agreement or willful misconduct. The foregoing indemnities are contingent upon: (1) the indemnified party promptly notifying the indemnifying party in writing of any claim which may give rise to a claim for indemnification hereunder; (2) the indemnifying party being allowed to control the defense and settlement of such claim; and (3) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling CMTA Maitland Office 600 South Maitland Avenue Maitland, FL 132751 MEP Engineering I Performance Contracting 17.ero Energy Engineering I Technology I Commissioning CMTA Building Science Leadership such claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through a counsel of its own choosing. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of CMTA and CLIENT, they shall be borne by each party in proportion to its negligence. PURSUANT TO FLORIDA STATUTE § 558.035, AN INDIVIDUAL EMPLOYEE OR AGENT OF CMTA, MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF PROFESSIONAL SERVICES RENDERED UNDER THIS PROFESSIONAL SERVICES CONTRACT. Term: Unless sooner terminated or extended as provided herein, this Agreement shall remain in full force and effect. Either party may terminate this Agreement at any time by giving seven (7) days written notice of such termination to the other party. Upon such termination of this Agreement, CLIENT shall pay and reimburse CMTA for services rendered and costs incurred by CMTA prior to the effective date of termination. The rights and obligations of the parties under this Agreement shall survive termination of this Agreement for any reason. Precedence: These General Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding CMTA services, including without limitation the Agreement for Services and the Proposal. The Agreement of Services shall take precedence over the Proposal. Fee Schedule: Where lump sum fees have been agreed to between the parties, they shall be so designated in the Agreement attached hereto and by reference made a part hereof. Where fees are based upon hourly charges for services and costs incurred by CMTA they shall be based upon the hourly fee schedule annually adopted by CMTA Limitation of Remedies, Liability and Damages: CLIENT's sole and exclusive remedy in the event of a claim arising out of, resulting from or in connection with this Agreement shall be for CMTA to repair, replace or otherwise correct the breach. Other than CLIENT's obligations to make payments that are due and owing under this Agreement, a party's and its affiliates' entire and collective liability arising out of or relating to this Agreement, including without limitation on account of performance or nonperformance of obligations hereunder, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise, shall in no event exceed the amounts paid or payable to CMTA under this Agreement. NEITHER PARTY NOR ITS AFFILIATES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY CMTA Maitland Office 600 South Maitland Avenue ! Maitland, FL 132751 MEP Engineering I Performance Contracting I Zero Energy Engineering I Technology I Commis;iomin 1# — 0 0' -0 0*0 CMTA ®0s Building Science Leadership OR ITS AFFILIATES FOR ANY CLAIM BASED UPON ANY THIRD PARTY CLAIM (EXCEPT AS PROVIDED FOR IN THE INDEMNIFICATION PARAGRAPH) OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY DELAYS, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. Insurance: Upon written request, CMTA will provide certificates of insurance to the client evidencing coverage for Worker's Compensation, General Liability, Auto Liability and Professional Liability prior to the commencement of services to be provided herein. Binding Nature and Assignment. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their successors and permitted assigns, and nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Neither party may, nor shall have the power to, assign or transfer this Agreement without the prior written consent of the other party, except that CMTA may without consent assign or transfer this Agreement to a successor to the business of CMTA to which this Agreement relates. Any claim relating to the provision of services by CMTA, its affiliates or their respective staff will be made against CMTA alone. Approvals and Similar Actions. Where agreement, approval, acceptance, consent or similar action by CLIENT or CMTA is required under this Agreement, such action shall not be unreasonably delayed or withheld. CMTA Maitland Office 600 South Maitland Avenue i Maitland, FL i 32751 MEP Engineering I Performance Contracting I Zero Energy Engineering I Technology I Commissioning