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3.07 3.7 SERVICES\\Request for Proposals–ACCEPT–LaBella Associates–Town Hall and Activities Center HVAC–AMENDED AND RESTATED -2-11-19 RESOLUTION AMENDING AND RESTATING RESOLUTION AUTHORIZING ENGAGEMENT OF LABELLA ASSOCIATES, D.P.C. FOR ENGINEERING SERVICES RELATED TO UTILITY INFRASTRUCTURE (HVAC) IMPROVEMENTS AT TOWN HALL AND ACTIVITIES CENTER RESOLUTION NO.: ____________________________________________________, 2019 INTRODUCED BY: ____________________________________________________ WHO MOVED ITS SECONDED BY: _____________________________________________________ WHEREAS, by Resolution No.: 483,2013, the Queensbury Town Board established the Town Office Complex Improvements Capital Project Fund #203 for funding of certain improvements at the Town’s Office Building Complex (Project), and WHEREAS, by Resolution No.: 304,2017, the Town Board authorized and directed the Town Budget Officer to transfer $1,250,000 from the Town’s Undesignated General Fund Balance to Capital Project Fund #203 for future Town Office Building Complex renovations, repairs and projects, and WHEREAS, the Town’s Purchasing Agent and/or Facilities Manager requested proposals for professional Engineering Services (Services) related to the design and implementation of utility infrastructure/HVAC improvements at Queensbury Town Hall and the Queensbury Activities Center (Project), and WHEREAS, the Purchasing Agent and Facilities Manager received and reviewed the one and only received proposal submitted by LaBella Associates, D.P.C. (LaBella) and recommended that the Town Board authorize engagement of LaBella for such Services in the amount of $50,000 as delineated in LaBella’s February 14, 2018 proposal, and WHEREAS, by Resolution No.:101,2018, the Town Board authorized and directed the engagement of LaBella for the amount of $50,000, and WHEREAS, the Town Board wishes to engage LaBella to provide certain additional services consistent with an amended proposal dated February 28, 2018 (Amended 10/22/18) which would include the addition of the design, removal and replacement of a cooling tower, and WHEREAS, these additional services would be provided for an additional $4,000, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes and directs engagement of LaBella Associates, D.P.C. to also provide the additional services described above for the additional charge of $4,000 for a new total amount of $54,000 as set forth in LaBella’s February 28, 2018 proposal (Amended 10/22/18) as presented at this meeting to be paid for from Capital Construction Account No.: 203-1620-2899, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the proposal and any needed agreement and/or documentation between the Town and LaBella, and the Town Supervisor, Facilities Manager, Purchasing Agent and/or Town Budget Officer to take such other and further actions as may be necessary to effectuate the terms of this Resolution. th Duly adopted this 11 day of February, 2019, by the following vote: AYES : NOES : ABSENT: e WZ() RESOLUTION AUTHORIZING ENGAGEMENT OF LABELLA ASSOCIATES, D.P.C. FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO DESIGN AND IMPLEMENTATION OF UTILITY INFRASTRUCTURE (HVAQ IMPROVEMENTS AT QUEENSBURY TOWN HALL AND ACTIVITIES CENTER RESOLUTION NO.: 101,2018 INTRODUCED BY: Mr. Anthony Metivier WHO MOVED ITS SECONDED BY: Mrs. Catherine Atherden WHEREAS, by Resolution No.: 483,2013, the Queensbury Town Board established the Town Office Complex Improvements Capital Project Fund #203 for funding of certain improvements at the Town's Office Building Complex (Project), and WHEREAS, by Resolution No.: 304,2017, the Town Board authorized and directed the Town Budget Officer to transfer $1,250,000 from the Town's Undesignated General Fund Balance to Capital Project Fund #203 for future Town Office Building Complex renovations, repairs and projects, and WHEREAS, the Town's Purchasing Agent and/or Facilities Manager requested proposals for professional Engineering Services (Services) related to the design and implementation of utility infrastructure/HVAC improvements at Queensbury Town Hall and the Queensbury Activities Center(Project), and WHEREAS, the Purchasing Agent and Facilities Manager have received and reviewed the one and only received proposal submitted by LaBella Associates, D.P.C. and have recommended that the Town Board authorize engagement of LaBella Associates, D.P.C. for such Services in the amount of $50,000 as delineated in LaBella Associates' February 14, 2018 proposal presented at this meeting, and NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes and directs engagement of LaBella Associates, D.P.C. for professional Engineering Services (Services) related to the design and implementation of utility infrastructure/HVAC improvements at Queensbury Town Hall and the Queensbury Activities Center (Project) for the amount of$50,000 as set forth in LaBella Associates' February 14, 2018 proposal as presented at this meeting to be paid for from Capital Construction Account No.: 203-1620-2899, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the proposal, any needed agreement between the Town and LaBella Associates, D.P.C., and/or documentation, and the Town Supervisor, Facilities Manager, Purchasing Agent and/or Town Budget Officer to take such other and further actions as may be necessary to effectuate the terms of this Resolution. Duly adopted this 261h day of February, 2018,by the following vote: AYES: Mr. Metivier,Mrs. Atherden,Mr. Ferone,Mrs. Switzer, Mr. Strough NOES: None ABSENT: None I,Rose Mellon,Deputy Town Clerk of the Town of Queensbury,Warren County, New York,do hereby certify that I have compared the foregoing with the original resolution as listed above adopted at a 2-e I ty t%/ meeting of the Town Board of the Town of Queensbury held on the a��- day of F-<-6 r v 20!F,at which a quorum was present and that the same Is a correct Mcript therefrom and of the whole original thereof to date, IN WITNESS THEREOF I have hereto set my hand and the SEAL of said Town of Queensbury,this aJ i-.,day of b 20 IF -SEAL sIt;NEa: Rose Mellon 2 Deputy Town Clerk 'town of Queensbury Professional Services Agreement Agreement made the 28nd day of February, 2018 (Amended 10/22/18) between LaBella Associates, D.P.C. ("LaBella") and Town of Queensbury 742 Bay Road Queensbury,NY 12804 ("Client") for services related to the following Project: Town Hall& Activity Center HVAC Improvements ("Project") LaBella and Client hereby agree as follows: 1. Description of Services: LaBella shall perform the services set forth and described in LaBella's proposal, dated February 17, 2018 a copy of which is attached as Exhibit A, in accordance with the terms and conditions of this contract attached as Exhibit B. 2. Compensation for Services: Client shall compensate LaBella for its professional services as set forth in LaBella's proposal. LaBella shall submit invoices for services rendered on a monthly basis. Client shall make payment to LaBella no later than thirty (30) days after the date of each invoice. 3. Term: LaBella shall commence performing its services when Client gives notice to proceed. This Agreement shall terminate when LaBella's services are completed, or as otherwise provided in this Agreement. LaBella Associates, D.P.C. Client Name By: By: Title Vice President Title Date: February 28, 2018 (Amended 10/22/18) Date LABELLn Resources. - - I Relationships. sults Project Approach PROJECT BACKGROUND The Town of Queensbury is seeking a proposal to design and assist in implementation of various infrastructure improvements to the original Town Hall building and the Activity Center located at 742 Bay Road. The improvements will enhance the comfort conditions and increase the efficiency of heating and cooling in the spaces served by these systems. The Town has outlined a specific scope of work for the improvements. These will be carefully reviewed. Alternative approaches may be suggested (if deemed appropriate)and reviewed with the Town prior to commencement of design work. Several suggested enhancements are mentioned in this proposal. Portions of the infrastructure to be upgraded under this project are original to the building and are at the end of their service lives; other components were not well conceived in the original design and do not function well. Mark Bagdon, PE, of LaBella attended a walk-through with Chuck Rice,Town Facilities Manager,on February 6, and discussed the project conditions and expectations and developed a thorough understanding of the project and the Town's expectations. PROJECT DESCRIPTION Town Hall Background The proposed project is located primarily in the original Town Hall building which dates from the 1960's. This area of the building is conditioned with fin tube radiation for heating and DX air handling units for cooling. Separate air handling units serve the ground and first floors. The building controls are pneumatic and are about 50 years old. Zoning is not ideal to provide optimal temperature control in all spaces. There is no mechanical ventilation on either floor and no economizer(free cooling) capability. There is currently open-faced fiberglass insulation installed on top of the ceiling tiles on the first floor. Inspection of the roof replacement drawings on file in the Facilities Manager office indicated that the renovated roof has an R-value of 35. This exceeds the current energy code. We recommend that the open faced fiberglass be removed where necessary to construct this project and not be replaced. Undisturbed fiberglass could be left in place or removed. The addition to the original Town Hall is conditioned with a water source heat pump system. The system cooling capacity has been expanded with the installation of a new cooling tower, but the heating capacity is inadequate due to an undersized heat exchanger. The temperature controls for the heat pump source loop are the original Enercon controls. While these controls still function,spare parts are difficult to find and we recommend considering transferring these control functions to a the new DDC system as part of this project. The Town Hall portion of the project will include the following elements: Central Systems • Replace existing cooling tower • Extend natural gas lines from Highway Department building to Town Hall boiler room. • Remove existing oil tank,test soil, backfill and restore ground. Specify proper disposal and filing of all required test records. LABELLA Relationshil:�s.��Resource Results. Project Approach—Page • Install two new modulating condensing hydronic boilers. Replace flues and provide combustion air. • Replace all pumps with newer units. Consider use of variable speed, permanent magnet motor pumps which are highly efficient. • Enlarge heat exchanger that provides heat to the heat pump source loop that currently serves the addition. Include enough capacity for new 1st floor heat pumps. • Consider installation of energy recovery ventilator to provide ventilation air for both floors. • Install new DDC controls to replace pneumatic controls. Extent of new system to be determine during schematic design phase. Basement Office Systems • Remove DX air handling unit and outdoor condensing unit. • Install new air handling unit with a DX coil for cooling and hot water coil for heating. Provide capability for outdoor air for ventilation. Install new condensing unit for new air handler. • Replace pneumatic controls with new, internet accessible, DDC control system. Design system to utilize both perimeter heat and air-side hot air to improve comfort conditions. • Consider the use of Therma-fuser°diffusers in selected offices as a cost effective means to provide additional zoning. First Floor Systems • Remove DX air handing unit in basement MER and outdoor condensing unit. • Install new water-to-air heat pumps to condition first floor offices. If possible, locate heat pumps above hall to minimize noise in offices. Modify the ductwork as needed for proper zoning. Use existing ductwork from basement MER to provide ventilation air to first floor offices. Determine return duct locations for new heat pumps. We do not recommend a plenum return because of the fiberglass insulation in the plenum space. • Install source loop piping and new pump from the addition's mechanical room to serve new heat pumps. Determine location for piping runs. Design new chases if necessary. • Provide and locate new sub-panel to feed new heat pumps. Evaluate main MDP for adequate capacity. • Remove and replace suspended ceiling as required for heat pump and diffuser installation. Activity Center • Remove existing oil-fired boiler and replace with two new modulating condensing boilers. Replace flues and provide combustion air. • Remove existing oil tank,test soil, backfill and restore ground. Specify proper disposal and testing records. LABELLA Resources. - - Project Approach--page 3 • Extend natural gas line from Highway Department building. Provide branch for future gas-fired emergency generator. • Design ductwork and damper system to provide return air capability to air handling units that serve multi- purpose room. Determine ductwork routing and provide architectural modifications needed to accommodate ductwork. • Upgrade controls for multipurpose room to control existing and new dampers, reheat coils and perimeter heat. Possible Enhancements We recommend consideration of the following enhancements to the scope of work provided in the RFP. Others may be developed during the design process: • Provide mechanical ventilation to both the basement and first floor air systems. Consider use of an energy recovery ventilator(ERV)that would be located in the ground floor MER. This would provide ventilation air for both floors. • Install Therma-fusers in selected offices that do not have adequate temperature control to provide additional zoning. • Provide hot water reset for new boiler systems to maximize combustion efficiency. • Provide demand controlled ventilation (regulates outside air based on CO2 levels)to regulate outside air provided to multipurpose room in Activity Center. • Provide DDC controls for Town Hall heat pump source loop control to replace Enercon system. DESIGN SERVICES SCOPE OF WORK La Bella will provide the following engineering scope of work for this project: HVAC Systems The building HVAC systems will be renovated as described above. New building ventilation systems will be designed and new building automation system (BAS)will be specified for control of the new systems. Design services will include: • Code review for all mechanical requirements. • Base plans in AutoCAD or Revit to be used as backgrounds for all project drawings. Current plans are hand drawn. New plans will be in AutoCAD or Revit and digital files will be turned over to owner upon project completion. • Asbestos testing as appropriate (not included in budget; see additional discussion below). • Demo drawings. • Building heating and cooling modeling to assure that all new equipment is properly sized. • HVAC equipment selections. 0 Civil design for natural gas extension design and tie-in to existing service. LABELLA Relationships. Resources. Results. Project Approach—Page 4 • Boiler and flue layouts. • Ductwork layout and details. • Piping layout and details. • New heat exchanger selection and layout. • HVAC control system details and sequence of operation for mechanical systems. • Mechanical specifications. • General construction details. • Equipment schedules. • Completed National Grid incentive worksheet. Electrical Power Systems Design services will include: • Electrical code review. • Electrical load analysis to determine if existing MDP needs to be modified. • Power distribution equipment selection and one-line. • Panelboard schedules. • Electrical system design for all new or modified equipment. Civil Systems • Review configuration of existing in-ground utilities along route of natural gas line extensions. • Determine route for new gas lines to minimize interferences. • Civil plans for gas line installation, removal of oil tanks and site restoration. DESIGN STAGES Our proposed design staging is described below to assure adequate Town review of design documents before they are finalized: Schematic Design (30%) Mechanical • Review mechanical code requirements • Review ventilation options and provide recommendation. Determine ventilation intake and exhaust locations. • Prepare load analysis. • Determine gas line route within in buildings. • Select basis of design for major equipment. • Prepare layout drawings of major equipment. Electrical • Prepare load analysis. • Prepare one line diagram for new distribution system. LABELLA Resources. - - Project Approach—Page 5 civil • Determine route for new natural gas lines and building entry locations. • Determine ground conditions and depth to bedrock. • Review potential for use of directional bore for new gas lines. • Prepare schematic design. Design Development—75% Mechanical • Prepare all ductwork and piping drawings. • Prepare equipment schedules. • Prepare equipment details. • Prepare controls schematic and sequence of operation civil • Finalize site civil drawings. • Prepare oil tank removal drawings and specifications. • Prepare required details. Construction Documents—100% • Finalize all plans and specifications based on owner's review and comments. • Prepare final specifications and bid package. CONSTRUCTION ADMINISTRATION SERVICES Bidding& Negotiation • Attend pre-bid walk-through for contractors. • Prepare responses to bidders' RFIs. • Assist in review of bids. Construction Administration • Review& respond to contractor RFIs. • Review contractor submittals. • Make site visits during construction to inspect installation and progress. Prepare written site visit reports. • Complete engineering punch list walkthrough upon substantial completion. LABELL� Resources. Results. Project Approach—Page 6 MEETINGS INCLUDED Proiect Kickoff • One meeting attended by Sr. Mechanical Engineer and Sr. Electrical Engineer to review project with Town representatives. Data Collection • Conduct site visits to inspect existing conditions and take necessary measurements. Schematic Design (30%) • One meeting attended by Sr. Mechanical Engineer and Sr. Electrical Engineer. 75%Design • One meeting attended by Sr. Mechanical Engineer and Sr. Electrical Engineer. Bidding • Pre-Bid Meeting for contractors. Construction Period • Five site visits during construction. • Final site visit to check out systems and prepare punch list. Additional meetings as requested by the client Additional design-phase meetings may be added to this proposal at the clients request and will be charged at the hourly rates described in the fee section of this proposal. LiBELLA Resources. - - Project Approach—Page 7 ASSUMPTIONS & EXCLUSIONS • Our drawings will be prepared in AutoCAD or Revit. Our proposal includes preparation of electronic base plans for those portions of the required for this project. • Give the reported age of the Town Hall boiler it likely contains asbestos insulation and possibly gaskets. The building could also include ACM or lead-based paint in various areas. If there is no existing hazardous materials report,testing will have to be done prior to construction. We suggest that it be done after completion of the schematic design phase so we will know what areas will be impacted by construction. In this way testing can be limited to those areas. If tested areas/materials come up positive, mitigation designs will have to be prepared so that materials can be removed prior to project installation. LaBella can offer these services or the Town can hire another consultant of its choice. A preliminary estimate is included in our budget. • Our budget assumes that the construction on the Town Hall and Activity Center projects will run coincidentally and both projects can be inspected during the same site visits. • Work in addition to the scope of this proposal may be performed on a T&M basis, charged at the rates documented in the fee section. No additional work will be performed without a written agreement between LaBella and the Town. LABELLn Resources. Proposed Fees Labella proposes to complete the work described in this proposal for the following fees, inclusive of all normal out-of- pocket expenses. Our fee includes all mechanical, electrical, architectural and civil engineering services related to the project. Design Services $35,000 Design Amendment $4,000 Construction Administration Services $9,000 Total $48,000 Following is a preliminary estimate for hazardous materials (asbestos, lead paint) testing and design. We recommend that these requirements be reviewed after completion of the schematic design phase when more is known about the building and its history. LaBella can provide these services or we would be happy to work with another consultant of the Town's choice on this element of the project. Hazardous Materials Testing $2,500 Hazardous Materials Design $3,500 Total $6,000 Additional Services Additional services provided by LaBella may be added at the owner's discretion on a time& materials basis. These ser- vices may include the design or commissioning of additional system types, changes to the design or phasing plan, con- struction administration beyond those originally proposed, etc. No additional work will be performed without prior written authorization from Skidmore College. Position Hourly Rate Principal Engineer/Architect $140-150 Project Manager/Senior Engineer $120-135 Project Engineer/Architect $85-100 Junior Engineer $65-75 Terms and Conditions LaBella's Responsibilities: LaBella shall designate a representative authorized to act on its behalf with respect to the Project. All notices required under this Agreement shall be given to that representative. LaBella shall perform its services consistent with the professional skill and care ordinarily provided by members of the same profession practicing in the same or similar locality under the same or similar circumstances. LaBella shall perform its services as expeditiously as is consistent with such professional skill and care, and the orderly progress of the Project. LaBella shall comply with all applicable federal, state, and local laws and regulations in effect during the term of this Agreement. LaBella shall promptly inform Client of any changes to any laws and regulations that LaBella reasonably believes will have a material effect upon the cost of the Project, or the scope of LaBella's services. In such event, Client and LaBella shall re- negotiate the terms of this Agreement, and if unable to do so,then either parry may terminate this Agreement without cause and without penalty or liability to the other parry. Client's Responsibilities: Client shall designate a representative authorized to act on its behalf with respect to the Project. All notices required under this Agreement shall be given to that representative. Client shall provide LaBella with all available information regarding the Project necessary for LaBella to perform its professional services, including Client's requirements for the Project. Client also shall provide information regarding the Project site and any existing facilities, including destructive testing and investigation of concealed conditions and hazardous substances, in a timely manner. If Client does not perform destructive testing or investigation, nor provide information beyond that which is apparent by non-intrusive observations, or in the event documentation or information furnished by Client is inaccurate or incomplete, then any resulting damages, losses and expenses, including the cost of LaBella's changes in service or additional services, shall be borne by Client. Client shall examine documents submitted by LaBella and render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of LaBella's services. Additional Services: LaBella may provide additional services after execution of this Agreement without invalidating the Agreement. LaBella shall not proceed to provide any additional services, unless and until LaBella receives written direction from Client. Client shall compensate LaBella for additional services as set forth in LaBella's proposal, or as agreed upon in writing signed by both parties. Assignment: Neither party may assign any benefit or obligation under this Agreement without the prior written consent of the other party, except LaBella may use the services of persons and entities not in LaBella's employ when appropriate and customary to do so. Confidentiality: During the Project, confidential and/or proprietary information of the Client might be furnished to LaBella. LaBella shall use such information for the purpose of providing its professional services on the Project, and for no other purpose. LaBella shall hold such information in strict confidence, and shall not disclose such information to any person or entity, except sub-consultants engaged on the Project. Upon completion of its services, LaBella shall return or destroy all confidential and/or proprietary information to the Client. Instruments of Service: All plans, drawings, specifications, calculations, reports and other documents prepared by LaBella as instruments of service are and shall remain the property of LaBella. Client agrees that the re-use of LaBella's instruments of service on any extension of the Project, or on any other project, is prohibited without first obtaining LaBella's written permission and consent. Escalation: In the event the term of this Agreement is extended beyond the period of service set forth in LaBella's proposal, then compensation for professional services are subject to review and escalation by LaBella upon thirty (30) days written notice to Client. The project budget will be adjusted accordingly. Suspension: Client may suspend this Agreement in whole or in part at any time for convenience upon seven (7) days written notice. Upon receipt of notice, LaBella shall immediately discontinue all services. LaBella shall be entitled to compensation for all services rendered up to the date of suspension. If the suspension exceeds three (3) months, an equitable adjustment in compensation shall be negotiated to compensate LaBella for all reasonable costs incurred by LaBella on account of the suspension of the Project, such as for preparation of documents for storage, maintaining space and equipment pending resumption, the orderly demobilization of staff,maintaining employees on a less-than-full-time basis,terminating employment of personnel because of suspension, rehiring former employees or hiring new employees because of resumption, reacquainting employees with the Project upon resumption, and making revisions to comply with Project requirements at the time of resumption. Termination: Either party may terminate this Agreement for cause upon seven (7) days written notice with an opportunity to cure any default during that period. Insurance: LaBella shall maintain, at its own expense, throughout the term of this Agreement and until the expiration of all applicable statutes of limitation, the following insurance coverages: • Comprehensive general liability insurance with policy limits of not less than $1,000,000 each occurrence and$2,000,000 in the aggregate for bodily injury and property damage; • Automobile liability insurance covering owned, non-owned, rented and hired vehicles operated by LaBella with policy limits of not less than $1,000,000 combined single limit and aggregate for bodily injury and property damage; • Umbrella liability insurance with policy limits of not less than $10,000,000 each occurrence and$10,000,000 in the aggregate; • Worker's compensation insurance at statutory limits and employer's liability insurance with a policy limit of not less than$1,000,000 for all employees engaged in the rendering of professional services under this Agreement; and • Professional liability insurance with policy limits of not less than $3,000,000 per claim and $5,000,000 in the aggregate. Client shall be named as an additional insured under the CGL, Automobile and Umbrella insurance policies. LaBella shall provide to the Client certificates of insurance evidencing compliance with the requirements of this Agreement. The certificates shall contain a provision that at least thirty (30) days prior written notice shall be given to Client in the event of cancellation, non-renewal, or reduction of the insurance. Indemnification: To the fullest extent permitted by law, LaBella shall indemnify and hold the Client and its officers and employees harmless from and against liabilities, damages, losses and judgments, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of LaBella, its employees and its consultants in the performance of professional services under this Agreement. Client agrees that LaBella's financial responsibility for any and all liabilities, damages, losses, judgments, expenses and attorneys' fees shall be limited to the available proceeds of LaBella's insurance coverage. Disputes: The parties agree that mediation before a mutually agreeable neutral third party shall be a condition precedent to any legal action arising out of this Agreement, unless waived in writing by the parties. The cost of the mediation shall be borne equally by the parties. The mediation shall be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association, unless the parties agree otherwise. No demand for mediation shall be made after the date that the applicable statute of limitations would bar a legal or equitable action based on the claim or dispute. Venue and Jurisdiction: Any legal suit, action or proceeding arising out of or relating to this agreement shall be instituted in a court of competent jurisdiction located in the state and county where the project is located, and the parties hereby waive any objection which they may have now or hereafter to the venue of any such suit, action or proceeding, and also hereby irrevocably consent to the personal jurisdiction of any such court in any such suit, action or proceeding. Choice of Law: This Agreement shall be interpreted, construed and enforced in accordance with the laws of the state where the project is located without giving effect or reference to any conflict of laws provisions. Consequential Damages: In any suit, action or proceeding, the parties shall be entitled to recover compensatory damages incurred as a result of the breach of this Agreement, but neither parry shall be liable to the other for any special, indirect, or consequential damages. Late Fees, Costs and Attorneys' Fees: An additional charge of 1.5% of an invoice will be imposed each month on all past due accounts. Imposition of such charges does not constitute an extension of the payment due date. In the event that LaBella must bring suit to collect payment of any invoices, then Client agrees to pay LaBella's costs and expenses, including reasonable attorneys' fees. Remedies Cumulative: The rights and remedies available to a parry under this Agreement are cumulative and in addition to, not exclusive of, or in substitution for, any other rights or remedies either party may have at law, or in equity, or under this Agreement. Nothing contained in this Agreement shall be deemed to preclude either party from seeking injunctive relief, if necessary, in order to prevent the other party from willfully or intentionally breaching its obligations under this Agreement or to compel the other party to perform its obligations hereunder. Non-Waiver: Failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any right accruing under this Agreement, nor affect any subsequent breach, nor affect the effectiveness of this Agreement or any part hereof,nor prejudice either party as regards any subsequent action. Force Majeure: Neither party to this Agreement shall be liable to the other for delays in performing the obligations called for by this Agreement, or the direct and indirect costs resulting from such delays, that are caused by labor strikes, riots, war, acts of government authorities other than the Client (if a governmental authority), extraordinary weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party. Severability: The provisions of this Agreement are hereby agreed and declared to be severable. Any term or provision of this Agreement which is held to be unenforceable by a court of competent jurisdiction shall be deemed to have been stricken from this Agreement, and the remaining terms and provisions of this Agreement shall be construed and enforced without such terms or provisions. Counterparts: This Agreement may be executed in one or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Scope of Agreement: This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or agreements, either written or oral, except that terms specific to future projects shall be set forth in LaBella's proposals. This Agreement may be amended only by written instrument signed by both parties.