HomeMy WebLinkAboutPrime City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 11/19/2025
Department: Public Works/Engineering
Vendor Name: Prime AE
Sign Date: 11/19/2025
Ending Date: Until terminated by either party with 2 wks notice
Amount of Original Contract: $66,500.00
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount:
Purpose: Reconstruct sidewalk/ramp Meigs Avenue from 10th
Street to Market St and along Mechanic Street from 10th
Street to Market Street
For Clerk's Office to fill out
Date uploaded to Gateway:
Project No. 250867
PRIMEa
EXHIBIT A
Description of the Work
Engineering Design and Part-Time Construction Administration for the Meigs and Mechanic Sidewalk
Replacements Project. The purpose of this project is to reconstruct sidewalks and curb ramps in
select locations to improve walkability along Meigs Avenue from 10`h Street to Market Street and
along Mechanic Street from 10th Street to Market Street in Jeffersonville, Indiana.
Scope of Engineering Services
Prime AE shall provide the following services:
1. Engineering Design:
a. Design, preparation of plans, specifications, contract documents and assist the Client
in bidding the work, analyze Contractor bids received, and award recommendation.
The Engineering team will visit the site to evaluate the condition of the existing
sidewalks,take measurements and plans will be drawn using the most current
available aerial imagery as a base map. No topographic survey is being proposed to
be completed.
b. Preparation of Engineering Estimates.
2. Construction Administration:
a. Provide part-time inspection (up to 8 hours per week)to ensure that the project is
being constructed per the requirements of the bid documents.
b. Assist the City with issues that may arise during construction.
c. Review shop drawings submitted by the Contractor.
d. Report to the Owner on a monthly basis.
e. Preparation and negotiation of change orders.
f. Up to 2 hours per week has been budgeted for Construction Administration/ Project
Management.
Sthedute
All design work shall be completed within 90 calendar days, unless modified in writing by the Client
and Prime AE.The estimated final deliverable date is February 2026.
The construction period for this project is estimated to have a 120-calendar day completion
schedule. Construction is anticipated to begin in the Spring of 2026.
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a
Fees
Payment to the CONSULTANT shall be on a lump sum basis for a sum of$66,500. A breakdown of
the tasks/fees are as follows:
• Field Measurements - $3,000
• Design & Plan Production - $31,500
• Quantities/Cost Estimate - $4,500
• Specifications and Bidding - $8,000
• On-Site Inspection - $14,000
• Construction -15,500
Total - $66,500
The CONSULTANT may submit monthly invoices for payment for work completed to date.
Exceeding Estimated Fees: The estimated total fees shown herein are based on the description of
work described in this agreement. The CONSULTANT reserves the right to request an adjustment to
the estimated total fees, if necessary, as a result of scope changes or schedule adjustments that are
outside the CONSULTANT'S control.
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250867 Meigs-Mechanic Sidewalk PSA
Final Audit Report 2025-11-11
Created: 2025-11-11
By: Lee Anne Johnson(I.johnson@jtleng.com)
Status: Signed
Transaction ID: CBJCHBCAABAAWOKNT9G4jVa5r09UHX_BGow9kg0SeLCv
"250867 Meigs-Mechanic Sidewalk PSA" History
Document created by Lee Anne Johnson (I.johnson@jtleng.com)
2025-11-11 -5:33:43 PM GMT
• Document emailed to michael.harris@primeeng.com for signature
2025-11-11-5:34:14 PM GMT
i`i Email viewed by michael.harris@primeeng.com
2025-11-11 -5:38:25 PM GMT
CSo Signer michael.harris@primeeng.com entered name at signing as Michael Harris
2025-11-11 -5:39:09 PM GMT
A) Document e-signed by Michael Harris (michael.harris@primeeng.com)
Signature Date:2025-11-11 -5:39:11 PM GMT-Time Source:server
0 Agreement completed.
2025-11-11 -5:39:11 PM GMT
el Adobe Acrobat Sign
a Project No. 250867
PRI M E
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("PSA"), effective this day of November, 2025
("Effective Date"), is by and between the City of Jeffersonville ("Client"), with its principal place of
business located at 500 Quartermaster Court, Jeffersonville, IN 47130 and PRIME AE Group, Inc.
("PRIME AE"), with its principal place of business located at 13901 Sutton Park Drive S., Suite 200,
Jacksonville, FL 32224. PRIME AE and Client may be referred to collectively herein as"the parties,"and
any one of them may be referred to as "a party".
WHEREAS, Client has a need to access professional services in support of its Meigs and
Mechanic Sidewalk Replacements ("Project"); and
WHEREAS, PRIME AE is willing to perform such Services for Client in support of its Project for
the compensation and on the schedule set forth herein as mutually agreed to by the parties in
accordance with the terms & conditions of this PSA.
NOW,THEREFORE, in consideration of the mutual covenants and promises contained herein,
the parties agree as follows:
1. General. Client hereby engages PRIME AE to provide the services more fully identified in Exhibit A
("Services"), attached to this PSA, for the Project, subject to the terms & conditions of this PSA,
and PRIME AE accepts such engagement.These PSA terms&conditions,together with the exhibits
attached hereto, constitute the full and complete agreement between the parties. The technical
and pricing information in this PSA and the exhibits attached hereto is the confidential and
proprietary property of PRIME AE and shalt not be disclosed or made available to third parties
without the written consent of PRIME AE. The Service Schedule and Rates constitute PRIME AE's
best estimate of the charges and time required to complete the project.As the project progresses,
site conditions,changes in the law,or other unknown facts or events may dictate revisions in scope
and fee. PRIME AE will inform Client of such situations so that proposal revisions can be
accomplished. The parties agree to negotiate such revisions in good faith. Client shall not issue
any press release in relation to PRIME AE without the prior written consent of PRIME AE (such not
to be unreasonably withheld or delayed) as to both the content and the timing of the issue of the
press release.
2. Performance of Services. PRIME AE's Services will be performed in accordance with ordinary
standard of care of architects, engineers, scientists, surveyors and/or technical professionals
providing similar Services at the same time, in the same locale, and under like circumstances
("Standard of Care"). Client agrees that PRIME AE has been engaged to provide professional
services only, and that PRIME AE does not owe a fiduciary duty or responsibility to Client. There
are no intended third-party beneficiaries to this PSA. No other warranty, express or implied, is
included or intended by the PSA other than the Standard of Care. PRIME AE is an independent
contractor and nothing in this PSA shall be construed to create a partnership, joint venture, or
create a relationship of employer/employee or principal/agent between PRIME AE and Client or its
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subcontractors or consultants. PRIME AE does not represent or warrant that any permit or approval
will be issued by any governmental body in view of the complexity and the frequent changes in
applicable rules and regulations and interpretations by authorities. In no case shall PRIME AE be
obligated to take any action that would cause PRIME AE to suffer a penalty or contravene applicable
Law.Client agrees that non-Services activities undertaken by others on the Project will be managed
so as to not materially interfere with PRIME AE's obligations to Client under this PSA.
3. Right of Entry. Client shall be responsible for obtaining all legal right-of-entry, and associated
costs, onto properties required by the project.
4. Compensation. PRIME AE's basis of compensation for this PSA shall be:
❑X Lump Sum, in the amount of$66,500.00.
❑ Time and Materials, in accordance the rates set forth in Exhibit A.
Fees are quoted for present calendar year and will be subject to escalation on January 1st each year
thereafter as determined by PRIME AE. The fees and rate schedules constitute PRIME AE's best
estimate of the charges and time required to complete the Services for the Project. As the project
progresses, Client changes, regulatory reviews, site conditions, changes in the law, or other
unknown facts or events may dictate revisions in Base Services ("Additional Services").Additional
Services shall be the subject of a mutually agreed and separately executed change orders. PRIME
AE is under no obligation to perform any Additional Services unless PRIME AE receives a prior
written change order,which specifically sets for the PRIME AE's Additional Services, schedule and
fee, and is agreed to and executed by both Parties ("Change Order"). In the event the Parties fail to
reach agreement on a Change Order, PRIME AE shall have no responsibility to the Client for delay
or damage caused by the failure to reach agreement on a Change Order. Client shall remain liable
to PRIME AE for all fees for Services and prior executed Change Order. To the extent any Change
Order,the term Services in this PSA shall be defined to include those Additional Services set forth
in Change Orders. All terms, provisions and agreements set forth in Change Orders are hereby
incorporated herein by reference with the same force and effect as though fully set forth herein.To
the extent that the terms set forth in Change Orders are inconsistent with the terms of this PSA,the
terms set forth in in this PSA shall apply.
5. Payment. Invoices will be submitted periodically(customarily on a monthly basis), and terms are
net cash, due and payable upon receipt of invoice. Client shall notify PRIME AE in writing of any
disputed amount within fifteen (15) days from date of the invoice, give reasons for the objection,
and promptly pay the undisputed amount. If Client fails to make any payment due to PRIME AE for
Services and expenses within thirty (30) days after receipt of PRIME AE's statement therefor, the
amounts due PRIME AE will be increased at the rate of 1.5% per month from said thirtieth day, and
in addition, PRIME AE may, after giving seven (7) days' written notice to Client, suspend Services
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under this PSA. Unless payment is received by PRIME AE within seven (7) days of the date of the
notice, the suspension shall take effect without further notice. In the event of a suspension of
Services, PRIME AE shall have no responsibility to Client for delay or damage caused Client
because of such suspension of Services. In the event PRIME AE employs the services of any
attorney or agency to collect any sums due hereunder or to enforce any terms contained herein,
Client agrees to pay litigation costs, reasonable attorney's fees and court costs (prior to and
through any trial and/or subsequent proceeding) incurred by PRIME AE.
6. Insurance. PRIME AE will maintain workers' compensation insurance as required under the laws
of the state in which the Services will be performed. PRIME AE agrees to maintain at its own
expense, Comprehensive General Liability insurance with a combined single limit of $1,000,000
per occurrence and $2,000,000 in the aggregate for bodily injury, including death and property
damage; Professional Liability insurance in the amount of $1,000,000 per claim and in the
aggregate; Automobile Liability insurance with a combined single of $1,000,000 per occurrence;
and will, upon request, furnish insurance certificates to Client reflecting PRIME AE's standard
coverage and providing thirty (30) days prior written notice in the event of cancellation or material
change in coverage.
7. Confidentiality. PRIME AE will hold confidential all business and technical information obtained
from Client or generated in performing Services under this PSA, except to the extent required for:
(1) performance of Services under this PSA; (2)compliance with professional standards of conduct
and/or Standard of Care; (3) the preservation of the public safety, health, and welfare; (4)
compliance with any court order, statute, law, or governmental directive; and/or (5) protection of
PRIME AE against claims or liabilities arising from the performance of Services under this PSA.
PRIME AE's obligations hereunder shall not apply to information in the public domain or lawfully
obtained on a non-confidential basis from others.
8. Instruments of Service. All reports, notes, drawings, specifications, data, intellectual property,
inventions, discoveries, processes, calculations, and other documents, including those in
electronic form, obtained, created or prepared by PRIME AE in performing Services under this PSA
are instruments of PRIME AE's service ("Instruments"), and all rights, copyrights, titles and
interests in the Instruments shall remain PRIME AE's property, whether or not the project is
completed. Client agrees not to use Instruments for marketing purposes, for projects other than
the project for which the documents were prepared by PRIME AE, for future modifications to this
project, or for any other purpose than the purpose intended under this PSA,without first obtaining
PRIME AE's express written permission for a specific use license. Any reuse or distribution of
Instruments to third parties without such express written permission, verification or project-
specific adaptation by PRIME AE will be at Client's sole risk and without liability to PRIME AE or its
employees, affiliates, subsidiaries, independent contractors, and subcontractors. For the
avoidance of doubt, Client shall obtain the prior written consent of PRIME AE to have the right to
publish any of the documents, information or data provided by PRIME AE during provision of the
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Services, except the deliverables identified in Exhibit A (Scope of Services) for the intended
purpose. Client shall indemnify,defend,and hold harmless PRIME AE and its employees,affiliates,
subsidiaries, independent contractors, and subcontractors from all claims, damages, losses, and
expenses, including attorney's fees, arising out of or resulting therefrom. Any such verification or
project-specific adaptation shall entitle PRIME AE to additional compensation.
9. Suspension of Services and Termination. Either party may, at any time,suspend further Services
or terminate this PSA. Suspension or termination shall be by written notice effective seven(7)days
after receipt by the receiving party. Client agrees to compensate PRIME AE for all Services
performed and commitments made prior to the effective date of the suspension or termination,
together with reimbursable expenses including those of subcontractors, subconsultants and
vendors. Where payment is based on lump sum contract, Client agrees that the final invoice after
Client's suspension or termination of Services will be based on the percentage of work completed
to the effective date of suspension or termination, plus reasonable suspension or termination
charges including, but not limited to, personnel and equipment rescheduling adjustments and all
other related costs and charges directly attributable to suspension or termination. In the event of
suspension of Services or termination by Client, PRIME AE shall have no liability to Client or others.
Client agrees to indemnify and hold PRIME AE harmless from any claim or liability resulting from
such suspension or termination. Notwithstanding anything to the contrary contained in this PSA,
PRIME AE may terminate this PSA immediately upon giving Client a written notice of termination
upon occurrence of any of the following: (a) breach of Article 1, Article 5, Article 19 or Article 24;
(b) an event of Force Majeure has been continuing during more than sixty (60) days; (c) Client had
passed a resolution for winding-up or liquidation (other than in order to amalgamate or
reconstruct); (d) Client is unable to pay its debts and has presented a petition for voluntary
bankruptcy; (e) Client had a bankruptcy order issued against it; (f)Client has a provisional receiver
or administrative receiver appointed over the whole or a substantial part of its undertaking or
assets; (g) liquidation proceedings have been initiated with respect to Client or Client is declared
insolvent; (h) the making by Client of a proposal for a voluntary arrangement with creditors; (i)
prevented, hindered, or delayed performance due to disease, epidemic, pandemic, quarantine,
acts of government(foreign or domestic); or(j)the occurrence of any event analogous to the events
enumerated under Article 9(a)through (j) under the law of any jurisdiction to which Client's assets
and undertakings are subject. In the event this PSA is terminated pursuant to Article 9 (a)through
(j), Client shall have an obligation to pay PRIME AE immediately all outstanding invoices, all
compensation due and owing PRIME AE and not invoiced, and an amount equal to the costs
reasonably and properly incurred by PRIME AE as a result of or in connection with such termination.
10. Force Majeure. Except for Client's obligation to pay for Services rendered by PRIME AE, including
those of its'subcontractors,subconsultants and vendors,no liability will attach to either party from
delay in performance or nonperformance caused by circumstances or events beyond the
reasonable control of the party affected, including, but not limited to, acts of God, disease,
epidemic, pandemic, quarantine, acts of government (foreign or domestic), fire, flood,
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unanticipated site, building or subsurface conditions, regulatory permitting, terrorism, explosion,
war, request or intervention of a government authority (foreign or domestic), court order (whether
at law or in equity), labor relations, accidents, delays or inability to obtain materials, equipment,
fuel or transportation. Delays within the scope of this article that cumulatively exceed thirty (30)
calendar days shall, at the option of either party, make this PSA subject to termination or
renegotiation. Should Client require PRIME AE maintain its personnel and equipment available
during the delay period, Client agrees to compensate PRIME AE for additional labor, equipment,
and any and all other costs associated with PRIME AE in maintaining its personnel during the delay
period.
11. Access to Site. In providing Services, PRIME AE may from time to time need to access the
construction site ("Site"). Client shall provide PRIME AE in advance of arrival to the Site with a copy
of Client's safety, security, and Site policies which are applicable for the Site visit. The PRIME AE
shall use commercially reasonable efforts to abide by such communicated policies as appropriate
under the circumstances. If compliance with such policies will prevent or impair PRIME AE from
performing the Base Services or its obligations under this DSA, the Parties shall work in good faith
to develop reasonable exceptions to such policies. If such exceptions cannot be agreed upon,the
applicable Base Services will be modified to excuse PRIME AE's performance of the affected Base
Services. If PRIME AE's adherence to Client's policies increases PRIME AE's costs of providing the
Base Services, PRIME AE shall notify Client of the foregoing and Client shall pay PRIME AE for the
increased costs associated with adherence to such policies.
12. Mutual Waiver of Consequential Damages. Neither Client nor PRIME AE, nor their affiliates or
subsidiaries, nor the officers, directors, agents, employees, or their subcontractors,
subconsultants, or vendors, shall be liable to the other, third parties, or shall make any claim for
any incidental, indirect, special, collateral, exemplary, punitive or consequential damages arising
out of, or connected in any way to the Services or this PSA,whether the action in which recovery of
damages is sought is based upon contract or tort (including, to the greatest extent permitted by
law, the sole, concurrent or other negligence, whether active or passive, strict liability, breach of
contract and breach of warranty). Consequential damages include, but is not limited to, damages
related to loss of use, loss of profits, loss of income, loss of reputation, unrealized savings or
diminution of property value and shall apply to any cause of action.
13. Services During Construction. If PRIME AE provides Services to Client during the construction
phase of Client's project, it is understood that the purpose of such Services, including to visit the
project site,will be to enable PRIME AE to better perform its Services as a design professional, and
to determine, in general, if construction is proceeding in a manner indicating that the completed
work of others will conform generally to the contract documents. PRIME AE shall not, during such
visits or as a result of observations of construction, supervise, direct, or have control over others'
work nor shall PRIME AE have authority over, or responsibility for,the means, methods, sequences
or procedures of construction selected by others or safety precautions and programs incident to
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the work of others or for any failure of others to comply with laws, rules, regulations, ordinances,
codes or orders applicable to others furnishing and performing their work. PRIME AE does not
guarantee the performance of the construction work or contract by others and does not assume
responsibility for others' failure to furnish and perform their work. If PRIME AE's Services during
construction include shop drawing submittal review, PRIME AE will review (or take other
appropriate action with respect to) shop drawing submittals, samples, and other data which the
contract documents require PRIME AE to review, but only for conformance with PRIME AE's design
concept of the project and compliance with the information set forth in contract documents. Such
review or other actions shall not extend to means, methods,techniques,sequences,or procedures
of manufacture (including the design of manufactured products) or construction, or to safety
precautions and programs incident thereto. PRIME AE's review or other actions shall not constitute
approval of anything contained in shop drawing submittals, an assembly or product of which an
item is a component, nor shall it relieve others of(a)their obligations regarding review and approval
of any such submittals, (b)their exclusive responsibility for the means, methods, sequences and
procedures of constructions, including safety of construction, and (c) their obligations under
contract documents or construction documents.
14. Certifications. PRIME AE shall not be required to sign any documents, no matter by whom
requested, that would result in PRIME AE's having to provide certification, a guarantee, or a
warranty.
15. Reliance. PRIME AE shall be entitled to rely, without liability, on the accuracy and completeness
of any and all information provided by Client, Client's employees, representatives, agents,
independent contractors, construction managers, consultants and contractors, and information
from public records, without the need for independent verification. Any opinions rendered by
PRIME AE pursuant to this PSA are for the sole and exclusive use of Client, and are not intended for
the use of, or reliance upon, by any third parties without the prior written approval of PRIME AE.
Client agrees to indemnify, hold harmless, and defend PRIME AE to the fullest extent permitted by
law for any claims, losses, or damages allegedly suffered by others due to unauthorized reliance
of any opinion provided under the PSA.
16. Opinion of Probable Costs. When required as part of its Services, PRIME AE will furnish opinions
of probable cost, but does not guarantee the accuracy of such estimates. Opinions of probable
cost, financial evaluations, feasibility studies, economic analyses of alternate solutions, and
utilitarian considerations of operations and maintenance costs prepared by PRIME AE hereunder
will be made based on PRIME AE's experience and qualifications and will represent PRIME AE's
judgment as an experienced and qualified design professional. However, users of the probable
cost opinions must recognize that PRIME AE does not have control over the cost of labor, material,
equipment, or services furnished by others or over market conditions or contractors' methods of
determining prices or performing the services.
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17. Limitation of Liability. Client and PRIME AE have discussed the risks, rewards, and anticipated
outcome of the Project and an estimated total compensation for Services, and agree that to the
fullest extent permitted by law, the total liability, in the aggregate, of PRIME AE, its' officers,
directors, employees, agents, and consultants to Client and anyone claiming by,through or under
Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or
in any way related to PRIME AE's Services, the Project or this PSA, from any cause or causes
whatsoever, including but not limited to, negligence, errors, omissions, strict liability or contract,
shall be limited to an amount of fifty thousand dollars or PRIME AE's fee, whichever is greater.
PRIME AE's calculation of fees, however set forth in this PSA, is based upon and conditioned on
Client's acceptance of and enforcement before a mediator or a court of this limitation of liability.
18. Dispute Resolution. If a dispute arises out of or relates to this PSA or breach thereof, the parties
will attempt in good faith to resolve the dispute through negotiation. If the dispute is not resolved
by these negotiations, prior to the initiation of legal proceedings, Client and PRIME AE agree to
submit all claims and disputes arising out of this PSA to non-binding mediation with a mutually
agreed upon mediator. The parties agree that they wilt participate in the mediation in good faith,
that they will share equally in its costs, and that neither party will commence a civil action with
respect to the matters submitted to mediation until after the completion of the initial mediation
session. This provision shall survive completion or termination of this PSA; however, neither party
shall seek mediation or litigation of any claim or dispute arising out of this PSA beyond the period
of time that would bar the initiation of legal proceedings to litigate such claim or dispute under the
applicable law.
19. Precedence. These terms & conditions shall take precedence over any inconsistent or
contradictory provisions contained in, or referenced by, any task order, contract, purchase order,
requisition, notice to proceed, or similar or like document.
20. Severability. If any of these terms & conditions are finally determined to be invalid or
unenforceable in whole or in part under the Law,the remaining provisions shall remain in full force
and effect and be binding upon the parties. The parties agree to reform these terms & conditions
to replace any such invalid or unenforceable provision with a valid and enforceable provision that
comes as close as possible to the intention of the stricken provision.
21. Survival. These terms & conditions shall survive the completion of PRIME AE's Services on the
project and the termination of Services for any cause.
22. Governing Law. The laws of the state in which the project is located shall govern the validity,
construction interpretation and performance of this PSA. Client agrees that any legal action or
proceeding arising out of this PSA or the provision of Services by PRIME AE or any modification
thereof may be submitted by PRIME AE to a State Court in the State where the project is located
without regard to the choice of law provision.
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23. Assignment.This PSA shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns. No assignment shall operate to relieve the assignor of its
obligation under this PSA. Client shall not assign its interests herein without the prior written
consent of PRIME AE. No assignments by Client of this PSA or of any monies due or to become due
hereunder shall be binding upon PRIME AE until PRIME AE's written consent thereto is obtained.
Purported assignments by Client to anyone of any right under this PSA without the written consent
of PRIME AE shall be null and void and without effect. PRIME AE may assign this PSA to an affiliate
or subsidiary of PRIME AE without Client consent.
24. Headings. Section and other headings contained in this PSA are for reference purposes only and
shall not affect in any way the meaning or interpretation of this PSA.
25. No Al Training. Client may not use PRIME AE's Work Product, related documents or data to train
any artificial intelligence, machine learning, large language models, or other similar networks,
algorithms or systems.
26. Notices. All notices, requests, claims, demands and other communications herein shall be in
writing. Such notices shall be given (i) by delivery in person, (ii) by a nationally recognized
commercial courier service;or(iii)by United States Postal Service, registered mail,postage prepaid
and return receipt requested. Notices shall be effective upon actual delivery at the following
addresses:
To PRIME AE:
Print Name: Josh Darby
Title: Director,Construction Services
Address: 1829 E Spring Street
City: New Albany State: IN
Phone (812) 945-9585
Number: —
Email Address Josh.darby@primeeng.com
Claims-related notices shall be copied to: General Counsel, PRIME AE Group, 13901 Sutton
Park Drive S., Suite 200,Jacksonville, Florida 32224.
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To Client:
Print Name: Andy Crouch
Title: City Engineer
Address: 500 Quartermaster Court
City: Jeffersonville State: IN
Phone (812) 285-6476
Number:
Email Address acrouch@cityofjeff.net
or to that address which the receiving party may from time to time give notice to the other party in
writing. Rejection or other refusal to accept delivery, or the inability to deliver because of changed
address for which no notice was given, shall be deemed to be receipt of the notice as of the date
of such rejection, refusal to accept or inability to deliver.
27. Waiver and Amendment. The failure by any party to enforce any of its rights hereunder shall not
be deemed to be a waiver of such rights, unless such waiver is an express written waiver which has
been signed by the waiving party and expressly approved by its authorized parties. Waiver of any
one breach shall not be deemed to be a waiver of any other breach of the same or any other
provision hereof.This PSA may be amended or modified at any time in all respects, but only by an
instrument in writing executed by parties hereto.
28. Entire Agreement. This PSA contains all of the promises, representations and understandings of
the parties and supersedes any previous understandings,commitments,proposals or agreements,
whether oral or written. This PSA shall not be altered, changed, or amended except as set forth in
a written amendment to this PSA.
THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and
conditions of this PSA and agree to be bound accordingly.
CLIENT PRIME AE GROUP, INC.
-f By: By: Michael ttGiY>`lJ
nM� Michael.eii N.v 11,30R51]39'.11 EST)
Name: Mike Moore" ame: Michael C. Harris
Title: Mayor Title: Senior Vice President, Land
Date: 1 l' �G a Date:
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