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HomeMy WebLinkAboutPrime AE Group (BPW approved 2/18/26) 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: 2/18/2026 Department: Motor Vehicle (Street) Vendor Name: Prime AE Group, Inc. Sign Date: 2/18/2026 Ending Date: 10/1/2026 Amount of Original Contract: not to exceed $150,000.00 IJ LIII qll dIllellUIlle11l VI l.I1gIISC VIUCI to original contract? Yes or O Amended Contract Amount: Purpose: Professional Services Agreement for Jeffersonville 2026- 1 CCMG Paving Project. For Clerk's Office to fill out Date uploaded to Gateway: /��/�� Project No. 251032-DOOR PRIMO(' SERVICES AGREEMENT C� THIS PROFESSIONAL SERVICES AGREEMENT ("PSA"), effective this b day of t_ , 2026 ("Effective Date"), is by and between the City of Jeffersonville, Indiana, acting thru its ly appointed Board of Public Works and Safety ("Client"), with its principal place of business located at 500 Quartermaster Court, Jeffersonville, Indiana, 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 and it's local office at 1829 E. Spring St., New Albany, In 47150. 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 Jeffersonville CCMG 2026-1 Street Paving Project("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 shall 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 Page I or 12 Revision 2,08/06/2024 www.primeeng.com Template Revision 1,08/15/2023 Project No. 251032-000R PRIME" create a relationship of employer/employee or principal/agent between PRIME AE and Client or its 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: ❑ Lump Sum, in the amount of$ N/A. © 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 1 s`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 Trust is Built. Page 2 of 12 Revision 2,08/06/2024 www.prhneerg.corr Template Revision 1,08/15/2023 -'� Project No. 251032-000R PRIME" in addition, PRIME AE may, after giving seven (7) days' written notice to Client, suspend Services 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 Page 3 of 12 Revision 2,08/06/2024 wwr.primeeng.co;, Template Revision 1,08/15/2023 PRIME" Project No. 251032-000R publish any of the documents, information or data provided by PRIME AE during provision of the 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, l'age 4 of 12 Revision 2,08/06/2024 urn1v.primeeng.com Template Revision 1,08/15/2023 Project No. 251032-000R PRIME" epidemic, pandemic, quarantine, acts of government (foreign or domestic), fire, flood, 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 is,,.! i. Page 5 of 12 Revision 2,08/06/2024 www.primeeng.COi1 Template Revision I,08/15/2023 PRIME' % Project No. 251032-000R or procedures of construction selected by others or safety precautions and programs incident to 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. Trust is Built. Page 6 or 12 Revision 2,08/06/2024 www.primeeng.com Template Revision I,08/15/2023 Project No. 251032-ODOR PRIME 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 will 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 Trust is Built. Page 7 of 12 Revision 2,08/06/2024 www.ptimeeogcon, Template Revision 1,08/15/2023 ..�� Project No. 251032-000R PRIME" 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. 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, 4 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. Trust is Built. Page S of 12 Revision 2,08/06/2024 www•.primee�.wm Template Revision 1,08/15/2023 Project No. 251032-000R PRIME' To Client: Print Name: Kevin Morlan Title: Street Commissioner Address: 2003 Renfroe Way,Suite 100 City: Jeffersonville _ State: IN Phone (812) 285-6455 Number: Email Address kmorlan@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 it 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. By: By: Name: Mike Moore Name: Michael C. Harris Title: Mayor Title: Senior Vice President, Land Date: Date: Jan 2,2026 Trust is Built. Page 9 of 12 Revision 2,08/06/2024 www.primeeng.com Template Revision I,08/15/2023 PRIMEProject No. 251032-ODOR ' EXHIBIT A Project Description: Jeffersonville CCMG 2026-1 Street Paving Project The Owner solicited bids for the GCMG 2026-1 project for which they were awarded $775,655.00 by INDOT as a matching grant for the planned $2,009,705.00 worth of surface milling and resurfacing of existing pavement, improvements to the associated pedestrian corridor as required by the Americans with Disabilities Act, pavement patching where necessary, replacement of pavement markings, and drainage improvements. Scope of Services Included: PRIME AE(Engineer) shall provide the Professional services for the project as described as follows: Full-Time Construction Administration and Inspection services for the above referenced project. These services will include. • Provide a full-time Owner's Resident Project Representative (Inspector) Engineer will provide full-time inspection services throughout the anticipated 6-month construction duration. Inspection services are provided to observe the quality of the construction work and to determine, in general, if the work is proceeding in accordance with the contract documents. The Inspector's observations of the Contractor's Work is for general conformance with the project requirements. Engineer shall not, as a result of such observations of the Contractor's Work, supervise,direct, or have control over the Work, nor shall Engineer(including the Inspector) have authority over or responsibility for the means, methods,techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident to the Work or any contractor's work in progress,for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor's performing and furnishing of its work. Engineer (including the Inspector) neither guarantees the performance of any contractor nor assumes responsibility for the Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. Inspector will prepare and submit Daily Inspection Reports and Weekly Inspection Summaries to document the work. Inspector will also measure installed quantities of all pay items for tracking and progress payment. • Review and approve or take other appropriate action in respect to Shop Drawings, Samples and other data that Contractor is required to submit to Owner with respect to Work designed or specified by the Engineer, but only for conformance with the information given in the contract documents and compatibility with the design concept of the completed project as a functioning whole as indicated by the contract documents. Such reviews and approvals or other action shall not extend to means, methods,techniques, sequences, or procedures of Page 10 of 12 Revision 2,08/06/2024 Trust is Built. Template Revision 1,08/15/2023 www.ptimeerg.com %:�` Project No. 251032-000R construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that the Owner has accepted. • Make recommendations to Owner concerning special inspections or tests of the work as deemed reasonably necessary, and receive and review all certificates of inspections,tests, and approvals required by the contract documents. Engineer's review of such certificates wilt be for the purpose of determining that the results certified indicate compliance with the contract documents and will not constitute an independent evaluation that the content or procedures of such inspections,tests, or approvals comply with the requirements of the contract documents. Engineer and Owner shall be entitled to rely on such inspections,tests and approvals. • Assist Owner in review of Pay Applications and the accompanying supporting documentation. Assist Owner in determining the amounts that Owner will recommend that Owner pay to Contractor. • Assist Owner in conducting a final visit to the site to determine if the completed work is acceptable so that Engineer may recommend to Owner, in writing,that final payment by made to Contractor with respect to such work. • Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor, Supplier or of any other individuals or entities performing or furnishing any of the work,for safety or security at the Site, or for safety precautions or programs incident to the work, during the construction phase or otherwise. Engineer shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the contract documents. • Engineer shall not be responsible or held liable for failure of any Contractor, Subcontractor, Utility Company or any other entity performing work related to this project,to perform or furnish the Work in accordance with the Contract Documents or any schedules set forth within or outside those documents. Project Schedule: The contractual construction period for the Jeffersonville GCMG 2026-1 Street Paving project has been defined as 180 calendar days. Method of Compensation: Payment to Prime AE Group, Inc.for these services shall be on a time and material basis, using the Prime AE Group, Inc. Hourly Billing Rates current at the time that work is performed,with an initial not-to-exceed budget of One Hundred Fifty Thousand Dollars and no cents ($150,000.00). Prime AE Group, Inc.'s 2026 Hourly Billing Rates have been attached for reference. Prime AE Group, Inc. 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 111 Trust is Built. Page 11 of 12 Revision 2,08/06/2024 www.ptimeeng.com Template Revision 1,08/15/2023 '1.111.11,11017- PRI LV1 GQ Project No. 251032-000R the estimated total fees, if necessary, as a result of scope changes or schedule adjustments that are outside the CONSULTANT'S control. Trust is Built. I'agc 12 of 12 Revision 2,08/06/2024 www.pritneeng.com Template Revision 1,08/15/2023