Contract 2023-075ADocuSign Envelope ID: FF424C81-4A91-4F29-A140-0207B56871F3
2023-075
TASK AUTHORIZATION NUMBER 3 FOR
ARCHITECTURAL SERVICES AGREEMENT FOR NEW PUBLIC WORKS
FACILITY BETWEEN THE CITY OF CLERMONT FLORIDA AND
BENTLEY ARCHITECTS + ENGINEERS, INC.
THIS TASK AUTHORIZATION is by and between BENTLEY ARCHITECTS +
ENGINEERS, INC., hereinafter referred to as "ARCHITECT" and the CITY OF CLERMONT,
hereinafter referred to as "CITY" and is to that certain agreement between the parties dated March
27, 2018, No. 2018-20, and any amendments thereto, hereinafter collectively referred to as "the
Agreement". The Parties, in exchange for the mutual covenants contained herein and in the
Agreement, agree as follows:
1. This agreement expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Task Authorization shall prevail.
2. In addition to all other terms and conditions contained in the Agreement, ARCHITECT
shall provide services as more particularly described in the Scope of Services attached
hereto and incorporated herein as Task Authorization Attachment "A". In consideration
for, and upon, the satisfactory completion of said services, the CITY shall pay to
ARCHITECT the amount set forth in Task Authorization Attachment "A" attached
hereto and incorporated herein.
3. CONTRACTOR shall complete the services to be provided herein as set forth in
Attachment "A" hereto.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement
for the purposes herein expressed on the dates set forth below.
City of Clermont
DocwuS.igned by:
b7 RgACIR
Brian Bulthuis, City Manager
Date: 7/31 /2023
Bentley Architects + Engineers, Inc.
DocuSigned by:
C�%��M�y�� �VaU4bin.
By: 639496DUAD24A7
Gary Kranston, Vice President
Date: 7/27/2023
Attest:
Tracy
DocuSigned by:
T4. A Haut
AD7F34905B34 A.S
Ac oyd Howe, City Clerk
DocuSign Envelope ID: FF424C81-4A91-41`29-A140-02071356871F3 H i'TACHMENT "A"
PROPOSAL LETTER
April 17, 2023
Freddy L Suarez, MPA, CPPB
Purchasing Director
685 W. Montrose St.
Clermont, Florida 34711
Re: Clermont Public Works Facility
BAE Project No.: 2017.072.1
SA for Access Control System
Dear Mr. Suarez:
We appreciate the opportunity to submit this proposal for professional services for the above -referenced
project. The scope of work for this authorization will include installation of Access Control and Surveillance
Systems.
A. Scope of Work
1. Contract administration.
2. See attached proposal from Sciens Building Solutions for Access Control and Surveillance System
scope.
B. Fees
Please see attached summary fee sheet.
C. Reimbursable Expenses
Billed in accordance with Basic Services contract.
D. The City of Clermont has selected Sciens Building Solutions (SBS) to implement the attached scope of work.
The City will coordinate and supervise SBS's work and agrees to indemnify Bentley from any liability for
SBS's work under this agreement.
If this proposal meets with your approval, please sign and fax back this proposal letter. We will await a specific
task authorization be begin work. If you have any questions, please do not hesitate to contact our office.
Sincerely,
Bentley Architects + Engineers, Inc.
Gary L. Kranston, RA, AIA
Vice President
City of Clermont
Freddy L Suarez, MPA, CPPB
Purchasing Director
1 of 1 651 West Warren Avenue, Suite 200, Longwood, Florida 32750 T 4073316116 www.bentleygroupinc.com AC002023 /
DocuSign Envelope ID: FF424C81-4A91-41`29-A140-02071356871F3
ESTIMATE OF WORK EFFORT AND COST - PRIME CONSULTANT
Name of Project:
County:
FPN:
FAP No.:
Clermont Public Works Facility
Lake
2017.072.1
Hours From
Staff Classification "SH
Summary -
Firm"
Project General Tasks 12
Civil CDs 0
31. Architecture Development 0
Total Staff Hours I 12
Total Staff Cost
Chief
Senior
Project
Architect Intern
Senior Project
Project
Engineer Civil
Engineering
Engineer
Architect
Architect
Engineer
Engineer Civil
Intern - Civil
$218.71
$150.84
$115.60
$84.58
$165.92
$128.59
$100.78
$83.00
0
12
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
12
0
0
0
0
0
0
$0.00
$1,810.08
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Consultant Name:
Bentley Architects + Engineers, Inc.
Consultant No.:
2017.072.1
Date:
4/17/2023
Estimator:
Gary Kranston
Project Engineering Secretary /
Staff Classi-
SH
Salary
Average
Engineer Intern Clerical
fication 12
Structural Structural
By
Cost By
Rate Per
$110.53 $83.17 $76.89
$0.00
Activity
Activity
Task
0 0 0
0
12
$1,810
$150.84
0 0 0
0
0
$0
#DIV/0!
0 0 0
0
0
$0
#DIV/0!
0 0 0
0
12
$0.00 $0.00 $0.00
$0.00
$1,810.08
$150.84
Check =
$1,810.08
SALARY RELATED COSTS:
$1,810.08
OVERHEAD:
0%
$0.00
OPERATING MARGIN:
0%
$0.00
FCCM (Facilities Capital Cost Money):
0.00%
$0.00
EXPENSES:
0.00%
$0.00
4-man crew
Survey (Field - if by Prime) 0
days @
$
/ day
$0.00
SUBTOTAL FEE:
$1,810.08
Subconsultant: Sciens Building Solutions
$40,910.00
Subconsultant:
$0.00
SUBTOTAL FEE:
$42,720.08
Geotechnical Field and Lab Testing
$0.00
SUBTOTAL FEE:
$42,720.08
Optional Services
$0.00
GRAND TOTAL LUMP SUM FEE:
$42,720.08
Task Sheets_Bentley_2023.04.17.xlsx
Fee Sheet - Bentley Page 1 of 1 4/17/2023 9:07 AM
DocuSign Envelope ID: FF424C81-4A91-4F29-A140-02071356871F3
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Building Solutions
March 17, 2023 0
0
PROJECT: City of Clermont Public Works 0
SYSTEMS: Access Control and Surveillance Systems N
D
Ir
SmartWatch is pleased to present the following proposal to install an access control and surveillance
system based on Addendum 4 drawings dated 10/28/21. No specifications or Basis of design provided.
Scope of Work: Access Control
1. Provide and install composite access control cabling to (9) protected door locations,
Undergrounded rated 18/6s reader cabling to (3) exterior reader locations.
2. Provide and install (2) Pedestal Pro exterior pedestals at vehicle gate locations with (1)
HID RPK40 reader/keypad on each pedestal. Provide and install (1) HID RPK40
reader/keypad on exterior fence/pedestal PBO near main entry door of Admin Building.
3. Provide and install (9) card readers, (11) door position switches and (8) Request to exit
motion sensors with (2) REX PB devices at door locations as show on drawings. NOTE: All
door hardware provided by others and not included in this scope.
4. In EER or MDF/IDF, provide and install (1) Lenel LNL-AL6000L-CT enclosure and power
supply with (1) LNL-CTX 6 expansion enclosure with (1) LNL-X2220 Intelligent Controller
and (5) LNL-1320-S3 dual Reader Input Modules. Also Provide Altronix AL1024ULXACM
door hardware power supply
5. Provide and install (1) Lenel LNL-SWS-32ES OnGuard 7.xx software management on
PC/Server provided by others and configure communication with Lenel hardware.
Program basic door functions, schedules and user levels and train users on data entry.
6. Includes data submittals, shop drawings, permits, programming, testing, commissioning,
training and close out documents.
Prior to commencement owner to clarify the following:
A) Electrified door hardware types and provider
B) Exterior vehicle gate connection location and types and sequence of operations C)
Access control server location and IP/Subnet addressing
Devices & Materials: $ 24,300.00
Installation & Programming Labor: $ 10,470.00
Engineering, Project Management: $ 4,040.00
Permitting, G&A: $ 2,100.00
$ 40,910.00
555 S Lake Destiny Dr
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DocuSign Envelope ID: FF424C81-4A91-41`29-A140-02071356871F3
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GENERAL CLARIFICATIONS & QUALIFICATIONS:
1. CAD background files for required shop drawings to be provided to Sciens Building Solutions by
others. Files provided shall be organized into workable layers with background files or attached
XREFs. Project Engineer of Record shall furnish signed and sealed plans and/or documentation
to accompany permit application shop drawings as required by local Authority Having
Jurisdiction.
2. This proposal is for a system with all wiring to be installed by Sciens Building Solutions (SBS) with
all conduit, back boxes cabling and pathways provided by others. All fire caulking all, fire
sealant, fire blocking also provided band pull strings by others.
3. Subnet, IP addresses, gateways, ports and VLANs to be provided others.
4. Lift rental costs are included.
5. All servers, PC's and PC workstations with monitors provided by others.
6. Network switches with POE and patch panels and network infrastructure provided by others.
7. All work to be performed during normal daytime working hours, Monday — Friday.
8. All electrified door hardware provided by others. SBS may provide if requested
Thank you for the opportunity to provide this proposal for your consideration. We look forward to
creating solutions for all of your system needs.
Sciens Building Solutions
Brian Remington T 352.383.2479
bremington@sciensbuildingsolutions.com
ACCEPTANCE:
Accepted by (Customer) Date
Printed Name Title
Customer acknowledges receipt, full review and agreement to this proposal and the terms and conditions outlined within.
Credit terms are subject to standard terms & conditions and/or per contract terms. Prices are valid for (60) days. Any alteration
or deviation to the scope as detailed within will be performed only upon written order and may result in charges over and
above those previously agreed upon. All agreements are contingent upon strikes, accidents or delays beyond the control of
SmartWatch. Any impacts related to imposed tariffs between the time of this proposal and time of procurement from
respective material vendors and manufacturers have not been accounted for in this proposal amount.
Warranty shall be for a term of (1) one year on all listed components. Manufacturer's warranties may be for longer periods.
Warranty labor support for all items shall be for (90) days unless detailed otherwise within this agreement or per contracted
specification requirements. Warranty applies to items that have failed either to manufacturer defects or normal wear and tear.
555 S Lake Destiny Dr
Orlando, FI 32810
DocuSign Envelope ID: FF424C81-4A91-4F29-A140-0207B5687lF3
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Warranty does not cover damage to or failure of components due to theft, strikes, riots, floods, vandalism, misuse, operator
error, power surges, fire, water damage, lightning, other Acts of God, or any other causes beyond the control of SmartWatch.
This agreement covers the component types and quantities as listed within and does not include system items existing,
modified or added without the mutual agreement of both parties and amendments made to this proposal. This agreement is
based on proper and adequate maintenance of components listed within. Customer shall carefully and properly maintain and
operate the installed system and shall monitor the system in a manner to insure all functions are operable. A representative of
the Customer shall immediately report to SmartWatch any claimed inadequacy in (or) failure of the system.
This Proposal constitutes an offer by the division of Sciens Building Solutions identified in this Proposal (the "Company") to provide the Products and/or
Services to the customer identified in this Proposal (the "Customer"), and together with Company, the "Parties", and each individually a "Party", as further
defined in this Proposal, upon the terms and conditions stated herein. This Proposal is not binding on the Company until Customer accepts it. Customer will
be deemed to have accepted this Proposal when it indicates its written acceptance on the face hereof or other written confirmation. The Company may
withdraw this Purchase Order at any time prior to acceptance by Customer. This Proposal, together with the documents attached hereto, incorporated herein
by reference, or referencing this Proposal, shall constitute the final and complete agreement of the parties and may not be modified or rescinded unless agreed
to in writing by the Company's authorized representative. The Company rejects any additional or inconsistent terms or conditions offered by Customer at
any time, whether or not such terms or conditions materially alter this Proposal. No course of prior dealing or usage of the trade will be used to modify,
supplement or explain any term herein. These terms and conditions together with the specifications, drawings, or other documents referred to on the face of
this Proposal, or attached, or any documents incorporated by reference, supersede any prior or contemporaneous communications, representations, promises,
or negotiations, whether oral or written, with respect to the subject matter ofthis Proposal. All contract documents related to this Proposal are to be interpreted
together as one agreement. However, if there is an irreconcilable conflict among the provisions of those contract documents, the following order ofprecedence
applies: (a) any Proposal; then (b) these terms and conditions; and finally (c) other contract documents agreed to in writing by the parties.
1. Scope of Work. The Company shall perform the work as specified in the proposal attached as Exhibit A (the "Work").
2. Term of the Contract.
a) Term. This Proposal shall be effective from the last date signed on the face of the proposal attached at Exhibit A until the Work is completed by the Company
and accepted by the Customer.
b) Termination without Cause. Either Party may terminate this Proposal at any time, without cause, by providing the other Party with thirty (30) days prior
written notice.
c) Termination for Cause. Each Party may terminate this Proposal or the specific Work under this Proposal with cause by giving the other Party prior written
notice and the opportunity to cure. After a Party issues a notice of termination for cause, the other Party has forty-eight (48) hours to respond to the notice,
and initiate the steps necessary to address the breach or default. If such breach or default is not substantially cured within a reasonable time after the notice
date, this Proposal shall be terminated immediately.
d) Termination for BanknMtcv. Either Party may terminate this Proposal or the specific Work under this Proposal immediately by giving written notice to the
other Party in the event of (a) the liquidation or insolvency of the other Party, (b) an assignment by the other Party for the benefit of its creditors, or (c)
commencement of any proceeding by or against the other Party in bankruptcy or seeking composition, extension, or readjustment of all or substantially all
of such other Parry's obligations, or reorganization, dissolution, liquidation, winding -up arrangement, or any other relief under any bankruptcy, insolvency,
reorganization, or other similar applicable law of any jurisdiction.
e) Termination Effect. Except when this Proposal is terminated due to the Company's breach, Customer shall promptly pay for the Work performed by the
Company up to the date of termination.
3. Change Order. Any changes made to the Work must be through written change order signed by both Parties. The Company shall submit the claim for the
addition to, or deduction from, the Fee or time to complete the Work to the Customer, with all documentation necessary to substantiate such claim. If the
Customer and the Company cannot agree on the amount of the addition or deletion, the Company shall only perform the unchanged Work and the Customer
shall pay for the unchanged Work performed. The Company reserves the right to not perform the changed Work until both Parties have reached an agreement
on the amount of the addition or deletion in the Fee or time.
4. Delay. If the Company fails to maintain the schedule for any of the Work, it shall, at its own costs, accelerate its work schedule until the Work is in accordance
with the schedule. Should the Company be delayed in the performance of Work by the act, neglect or default of the Customer or any other third party, or by
other causes for which the Company is not responsible, then the Company shall be entitled to extra compensation and/or extension of time by submitting
written claims to the Customer as soon as reasonably possible upon such delay. If, through no act or fault of the Company, suspensions, delays or interruptions
of the Work aggregate more than 100 percent of the number of days scheduled for completion, or 60 days in any 365-day period, whichever is less, the
Company reserves the right to terminate such Work with written notice if both Parties fail to reach an agreement on updated schedule and/or additional
compensation within a reasonable timeftame.
5. Subcontract. The Company shall only employ subcontractors who are duly licensed and qualified to perform the work consistent with the terms specified
in Exhibit A. The Company agrees that each subcontractor shall be fully bound in the same manner as the Company is bound to this Proposal, to the extent
applicable to subcontractor's scope of work. The Company assumes responsibility to the Customer for the proper performance of the work of subcontractors
and any acts and omissions in connection with performance. Nothing in this Proposal is intended or deemed to create any legal or contractual relationship
between Customer and subcontractor, including but not limited to any third -party beneficiary rights.
6. Insurance. The Company will be responsible for obtaining adequate insurance coverages. Certificates of Insurance will be provided to the Customer upon
request.
7. Fee and Payment.
a) Fee. The Customer agrees to pay the fee set forth in Exhibit "A" (the "Fee") in accordance with the payment method set forth in Section 7(b) of this Proposal.
b) Invoice and Payment. Unless otherwise agreed in writing by both parties, the Company shall submit a monthly invoice for Work performed during the prior
month. Payment shall be due within thirty (30) days of the date of invoice. Any payments past due more than ten (10) days shall be subject to interest of
one and one-half percent (1.5%) per month or the highest rate allowed bylaw, starting from the due date to the date of payment. Customer shall also be
responsible for any attorney fees and/or collections fees incurred by the Company in collecting any past due amounts and interest.
c) Pavment Disnute. If the Customer wishes to dispute any portion of an invoice, the Customer shall notify the Company in writing within five (5) days of the
date of the invoice. The Customer shall identify the specific cause of the dispute and shall pay when due that portion of the invoice not in dispute. The
Company and Customer shall work together in good faith to resolve any disputes as soon as reasonably possible. If necessary, the Company shall issue a
555 S Lake Destiny Dr
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DocuSign Envelope ID: FF424C81-4A91-4F29-A140-0207B5687lF3
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revised invoice, and Customer shall pay to the Company in accordance with such revised invoice. The Company reserves the right to stop the performance
on any or all of the Work until the dispute is resolved. Failure to notify the Company for any payment dispute within the required timeframe will be deemed
as the Customer's agreement and acceptance to the amount and terms set forth in the invoice.
8. Warranty.
a) Warranties by Both Parties. Each Party represents and warrants to the other that: (a) this Proposal has been duly executed and constitutes a valid and binding
agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with
such Party's execution or performance of this Proposal; and (c) the execution, delivery, and performance of this Proposal does not violate applicable laws
of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
b) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY IN THIS SECTION, THE COMPANY DISCLAIMS
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WORK, GOODS AND ALL MATERIALS,
INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET
ENJOYMENT, OR NON -INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
c) Limited Warranty by the Company. The Company guarantees the goods, material, supplies and/or equipment used in connection with the Work for a period
of one (1) year upon completion. The Company shall repair and/or replace any defect found in its work, materials, supplies and/or equipment during such
period.
d) Warranty Coverage Exceptions. The Limited Warranty does not cover any problem that is caused by (a) accident, abuse, neglect, shock, electrostatic
discharge, degaussing, heat or humidity beyond product specifications, improper installation, operation, maintenance or modification; or (b) any misuse
contrary to the instructions in the user manual, safety guidelines, and quick start guides; or (c) lost passwords; or (d) malfunctions caused by other equipment.
9. Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, LIQUIDATED,
CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR
DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS PROPOSAL, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES
HAS BEEN DISCLOSED IN ADVANCE BY THE COMPANY OR COULD HAVE BEEN REASONABLY FORESEEN BY THE COMPANY,
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE
COMPANY' LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS PROPOSAL EXCEED THE AMOUNTS PAID BY CUSTOMER TO
THE COMPANY UNDER THIS PROPOSAL FOR THE WORK.
10. Indemnification. Each Party agrees to indemnify, defend, and hold harmless the other Party and its affiliates and their directors, officers and employees from
and against all taxes, losses, damages, liabilities, costs and expenses, suits, actions, demands, including attorneys' fees and other legal expenses, arising
directly or indirectly from or in connection with (a) any negligent, reckless or intentionally wrongful act of the indemnifying Parry and/or its employees,
contractors or agents, (b) any breach by the indemnifying Parry and/or its employees, contractors or agents of any of the covenants contained in this Proposal
to the extent caused by or arising out of the misconduct and active negligence of the indemnifying party.
11. Confidential Information.
a) Confidential Information. Confidential Information shall mean any information disclosed by either Party (the "Discloser") to the other Party (the
"Recipient"), whether orally or in writing, that is designated as confidential or is otherwise reasonably expected to be treated in a confidential manner under
the circumstances of disclosure under this Proposal or by the nature of the information itself. Confidential Information includes this Proposal and its terms,
related discussions and negotiations, any and all products or services used in completing the Work, business and marketing plans, forecasts, finance matters,
technology and technical information, product plans and designs, and business processes disclosed by either Parry.
b) Non -Use and Non -Disclosure. Unless otherwise approved by the Discloser in writing, the Recipient shall not use the Confidential Information for any
purposes outside the scope of this Proposal, and shall not disclose any Confidential Information to its employees or any third party other than those who
have a need to know for purposes consistent with this Proposal and who have signed confidentiality agreements with the Recipient containing protections
no less stringent than those herein. Recipient shall not reverse engineer, disassemble or decompile any samples, prototypes, software or other tangible
objects that embody the Confidential Information provided by the Discloser to the Recipient except with the express written authorization from the Discloser.
Recipient acknowledges and agrees that any unauthorized disclosure or use by the Recipient, whether intentional or unintentional, of any of the Confidential
Information shall be detrimental to the Discloser. The obligation of confidentiality will expire five (5) years from the date hereof or the date of termination
for any agreement, whichever is later. Upon the expiration or termination of this Proposal, each Party shall, upon request or mutual agreement, destroy or
deliver to the other all Confidential Information of the other Party that it has in its possession or control. If requested, Recipient agrees to sign a certification
verifying that all Confidential Information received from the Discloser and its agents has been destroyed or returned.
c) Exceptions. Confidential Information shall not include any information disclosed or made available to the Recipient which (a) prior to its disclosure by the
Discloser, is already lawfully and rightfully known by or available to the Recipient, (b) through no breach of this Proposal by the Recipient is or hereafter
becomes generally available to the public, (c) is developed by the Recipient independently without use of or reference to the Confidential Information, (d)
is lawfully received by the Recipient from a third party without restriction and without breach of this Proposal or any other agreement, or (e) is approved
for public release or use by written authorization of the Discloser.
d) Comnelled Disclosures. If the Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality
agreement, the Recipient will provide the Discloser prompt written notice, if legally permissible, and will use its best efforts to assist the Discloser in seeking
a protective order or other appropriate remedies.
e) Other Agreements. The Parties may enter into separate non -disclosure agreements governing the protection of the Confidential Information. To the extent
the terms in such separate non -disclosure agreements are more restrictive than the terms of this Proposal, the more restrictive terms will control for the
disclosure.
12. Independent Contractor. The Parties shall be and act as independent contractors in the performance of this Proposal. This Proposal shall not be interpreted
or construed as creating or evidencing any agency, association, joint venture, partnership or franchise between the Parties. Neither Party may represent to
anyone that it is an agent of the other Party or is otherwise authorized to bind or commit the other Party in any way without such other Party's prior written
consent. At no time shall either Parry make commitments or incur any charges or expenses for or in the name of the other Party.
13. Assignment. Neither this Proposal nor any right, interest or obligation hereunder may be assigned by the Customer without prior written consent from the
Company. Any purported assignment by the Customer without prior written consent shall be null and void. The Company reserves the right to assign this
Proposal without the prior written consent of the Customer.
14. Severability. If, for any reason, any provision of this Proposal shall be determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction,
the remaining provisions of this Proposal shall be enforced to the extent possible. In such case, this Proposal shall be deemed amended by modifying such
provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting
therefor another provision that is valid, legal and enforceable so as to materially effectuate the Parties' intent.
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15. Notice. Each notice or other communication to be given under this Proposal ("Notice") shall be in writing and be given by personal delivery, by facsimile
or electronic mail with confirmed receipt, or by a reputable overnight courier with confirmed receipt to the addressee designated for the purpose by the
addressee to the other Party. The initial facsimile number, addresses, and relevant person or office holder of each Party as follows:
(a) In the case of the Customer: (b) In the case of the Company:
Address: Address: Email: Email:
Facsimile: Facsimile:
Attention: Attention: Contract Team
16. Waiver. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or future exercise of any right, power or privilege. The failure of any Party to insist on strict performance of any
covenant or obligation in accordance with this Proposal shall not be a waiver of such Party's right to demand strict compliance in the future, nor shall the
same be construed as a novation of this Proposal.
17. Force Majeure. Neither Party shall be liable for any delays in performance or for failure to perform its obligations (except for payment obligations) hereunder
due to circumstances beyond its control, including but not limited to, any breach or nonperformance of this Proposal by the other Party; war, invasion, or
hostilities (whether war is declared or not); terrorist threats or acts, riots, civil unrest; acts of God; acts of government; pandemics or epidemics; national or
regional emergency; telecommunication breakdowns, power outages or shortages; lack of warehouse or storage space; delays in transportation, embargoes
or blockades in effect on or after the date of this Proposal; strikes, labor stoppages or slowdowns, and other delays in delivery or inability of suppliers to
obtain and deliver adequate or suitable materials; and other events beyond the control of either Party (each a "Force Majeure Event"). In the event of the
happening of such a case, the Parry whose performances is so affected (the "Impacted Party") will give prompt, written notice to the other Party, stating the
period of time the same is expected to continue, and the date(s) for performance of the obligation affected shall be postponed for as long as is necessary. The
Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party
shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Provided, however, if such delay or failure
to perform continues for a period exceeding six (6) months, either Parry may terminate this Proposal immediately by written notice to the other Party.
18. Disputes Resolution. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered
by the American Arbitration Association under its Construction Industry Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
19. Governing Law. This Proposal shall be interpreted and construed in accordance with the laws of the state where the work is located, without regard to
conflict of law principles that would require application of the laws of another jurisdiction or to the United Nations Convention on Contracts for the
International Sale of Goods.
20. Counterparts. This Proposal may be executed in two or more counterparts, each of which shall be binding as of the date hereof, and all of which shall
constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Proposal to produce
or account for more than one such counterpart. Counterparts delivered by email in PDF or a similar image format shall have the same effect as originals.
21. Entire Agreement, Amendments. This Proposal constitutes the entire agreement and understanding between the Parties with respect to the subject matter
hereof and supersedes and replaces any prior or contemporaneous undertakings, commitments or agreements, oral or written, as to its subject matter. Shall
there be any conflict between this Proposal and any other written agreement or terms and conditions, this Proposal shall prevail. The Company shall not be
bound by terms additional to or different from these contained in this Proposal that may appear in Customer's purchase order, work order, work authorization,
or in any other communication from the Customer. Acceptance of such communication by the Company shall not constitute the Company's consent to or
acceptance of any such terms. This Proposal may be modified or amended only by an instrument in writing signed by authorized representatives of the
Parties on or after the date hereof.
555 S Lake Destiny Dr
Orlando, FI 32810