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HomeMy WebLinkAboutLochmueller Group (General Service Agreement for Task Orders) 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: 4/25/2023 Department: Wastewater Vendor Name: Lochmueller Group Sign Date: 4/20/2023 Ending Date: 12/31/2023 Amount of Original Contract: $0 Is this an amendment or change order to original contract? Amended Contract Amount: Purpose: This is a Generall Services Agreement from which Task Orders will be issues base on the needs of the Department. For Clerk's Office to fill out Date uploaded to Gateway: LOCHMUELLER GROUP 331 Quartermaster Court,Jeffersonville,Indiana 47130-3623 GENERAL SERVICES AGREEMENT L This is an Agreement made as of this day of A ,r` 2023, between the The City of Jeffersonville, Indiana, acting by and thru their proper officials(CLIENT) and Lochmueller Group, Inc. (CONSULTANT). WHEREAS, CLIENT wishes to retain the CONSULTANT to provide certain Professional Engineering, Surveying, Planning and Environmental Services on an "as-needed" basis. The CONSULTANT agrees to undertake and perform these certain services (WORK) as may be requested by the CLIENT, all in accordance with the terms and conditions contained herein. The WORK to be performed, the schedule for performance, and the compensation due the CONSULTANT shall be described in TASK ORDERS issued by the CLIENT to the CONSULTANT, the form of which is attached hereto as Attachment A. Each TASK ORDER shall be duly executed by both parties, and shall be subject to the terms and conditions of this General Services Agreement, except as modified expressly by the TASK ORDER. The general task to be performed on TASK ORDERS may include but are not limited to the following: 1.0 Scope of Services The services to be provided by CONSULTANT when requested by the CLIENT through the issuance of a TASK ORDER may include, but not be limited to the following: 1.1 Engineering Design, Studies, Reports 1.1.1 Design, preparation of plans, specifications, contract documents and assist the CLIENT in bidding the work, analyze Contractor bids received, award recommendation. 1.1.2 Preparation of Engineering studies, reports, maps, estimates, scoping of projects. 1.2 Construction Observation and Inspection 1.2.1 Provide full-time (or part-time) construction observation and/or inspection as required to ascertain that a project is generally being constructed in accordance with the contract documents. 1.2.2 Review shop drawings and Contractor payment requests submitted by the Contractor. 1.2.3 Address Contractor questions, work out problems that may arise. Report to the CLIENT on a monthly basis. 1.2.4 Prepare and negotiate change orders. 1.3 Miscellaneous Services 1.3.1 Assist in the preparation of financial plans, issuance of bonds, loans and grants. 1.3.2 Attend meetings as requested by the CLIENT to act on behalf of the City of Jeffersonville. 1.3.3 On-Site project visits as necessary. 1.3.4 Track overall scope and budget and provide submittal reviews and feedback as necessary on active projects. 1.3.5 Prepare scoping reports. This Agreement consists of this document together with Attachment A — TASK ORDER FORM and Attachment B — TERMS AND CONDITIONS. This Agreement between the CLIENT and CONSULTANT PAGE 1 OF 2 123-2010-00P %.\CORPORATE\PRIVATE\ACCOUNTING DATA\CONTRACTSVEFFERSONVILLE\123.2010-00P ON CALL 2023\202304•17 ON CALL 2023.DOC supercedes all prior written and oral understandings. This Agreement may only be amended, supplemented, modified or cancelled by a duly executed written instrument. The Term of this General Services Agreement shall commence on date the Agreement is fully executed ("Effective Date) and shall expire on December 31, 2023 ("Expiration Date"). The CLIENT shall have the option to extend the Term of this General Services Agreement at its discretion by notifying CONSULTANT of its intent to do so no later than the Expiration Date. In executing this Agreement, the undersigned also acknowledge their authority to bind the parties to all terms and conditions. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first written. JEFFERSONVILLE SEWER B A D LOCHMUELLER GROUP,INC. 500 Quartermaster C ur 331 Quartermaster Court Jeffersonville, In an 4 130 Jeffersonville,Indiana 471330 ir to-1,—• tt p By: By: Mayor Mike oore Shawn P. Dikes,AICP President Regional Leader PAGE 2 of 2 123-2010-OOP K:ICORPORATE,PRIYATEIA000UITING DATA,,COPITRACTSVEFFERSONvi LLE\123-201O00P ON CALL 202312O23.C4-1u ON CALL 2023.DOC ATTACHMENT "A" -TASK ORDER TASK ORDER NO. In accordance with the General Services Agreement between , acting by and thru its proper officials (CLIENT), and Lochmueller Group, Inc. (CONSULTANT), dated , 20_� this TASK ORDER is the written authorization to the CONSULTANT to provide the work described herein, in accordance with the attached schedule,and fee. Work: The WORK shall be as described in Section A of this TASK ORDER. CONSULTANT shall furnish all labor, materials, supplies, equipment, supervision and services necessary for and incident to the performance of the WORK. CONSULTANT represents that it has thoroughly reviewed the WORK and the General Services Agreement and that it accepts the WORK and the conditions under which the WORK is to be performed. Owner Responsibilities: The CLIENT responsibilities shall be as set forth in Section B of this TASK ORDER. Schedule:The Schedule shall be set forth in Section C of this TASK ORDER. Payment Terms: Payments to the CONSULTANT shall be as described in Section D of this TASK ORDER. Terms and Conditions: The terms and conditions of the General Services Agreement referenced above shall apply to this TASK ORDER. This TASK ORDER also incorporates all of the terms and conditions required to be included in it by the General Services Agreement. CLIENT: CONSULTANT: By: By: Date Date PAGE 1 OF 2 %:\CORPCR ATE\PRIVATE\ACCOUNTING DATA\CONTRACTS\JEFFERSONVILLE\123-2010-0OP ON CALL 2023\2023 0417 ON CALL 2023.DOC ATTACHMENT"A" LOCHMUELLER GROUP 331 Quartermaster Court,Jeffersonville,Indiana 47130-3623 2023 HOURLY RATE SCHEDULE ENGINEERING, ENVIRONMENTAL, SURVEYING AND PLANNING SERVICES Classification Hourly Rate Classification Hourly Rate Principal $280 Environmental Specialist IV $164 Chief of Water Resources $280 Environmental Specialist III $147 Senior Project Manager III $260 Environmental Specialist II $130 Senior Project Manager II $251 Environmental Specialist I $102 Senior Project Manager I $226 Environmental Technician II $120 Senior Project Engineer I $225 Environmental Technician I $105 Project Engineer IV $204 Environmental Geologist $166 Project Engineer III $170 Historian/Section 106 Specialist IV $172 Project Engineer II $153 Historian/Section 106 Specialist III $155 Project Engineer I $132 Historian/Section 106 Specialist II $125 Engineering Intern III $122 Historian/Section 106 Specialist I $88 Engineering Intern II $118 Certified Construction Engineer III $187 Engineering Intern I $110 Certified Construction Engineer II $152 Engineering Designer IV $194 Certified Construction Engineer I $118 Engineering Designer III $151 Certified Construction Project Supervisor II $183 Engineering Designer II $141 Certified Construction Project Supervisor I $143 Engineering Designer I $122 Certified Construction Inspector II $120 Engineering Technician II $99 Certified Construction Inspector I $109 Engineering Technician I $90 Transportation Planner IV $155 IT Systems Specialist $162 Transportation Planner III $140 Project Liaison $152 Transportation Planner II $121 Graphic Designer $147 Transportation Planner I $90 Senior Landscape Architect I $236 Senior Appraiser $168 Landscape Architect $138 Right of Way Services Specialist $172 Professional Surveyor IV $194 Realty Specialist $85 Survey Party Chief III $137 Manager Administrative Services $138 Survey Party Chief II $117 Administrative Assistant $103 Survey Party Chief I $102 Student Intern $73 Survey Technician $90 TRAVEL TIME for survey crews will be charged both directions from door-to-door. OVERTIME work will be performed only at the direction of the client. All work on survey crews,drafting or clerical over eight hours per day or work performed on weekends or holidays is considered overtime and will be billed at 1.25 times above quoted rates. DIRECT EXPENSES will be charged to the client in addition to the above quoted rates. Mileage will be charged at the allowable federal mileage reimbursement rate at the time the mileage was incurred. Direct expenses include but are not limited to: mileage,filing fees, testing, express mail costs,etc.provided that they are reasonable and necessary for the accomplishment of the work. These rates may be changed on an annual basis at the discretion of Lochmueller Group,Inc. X:\CORPORATE\PRIVATE\ACCOUNTING DATA\CONTRACTSVEFFERSONVILLE\123-2010-00P ON CALL 2023\2023 JEFF HOURLY RATES DOC JEFF 4/17/2023 ATTACHMENT "A" - TASK ORDER SECTION A-DESCRIPTION OF THE WORK SECTION B-CLIENT RESPONSIBILITIES SECTION C-SCHEDULE SECTION D-PAYMENT TERMS PAGE 1 OF 1 X\CORPORATE\PRIVATE\CCOUNTING DATA\CONTRACTS\JEFFERSONVILLE\1 2 3-2010 00P ON CALL 2023\2023-04-17 ON CALL 2023.DOC ATTACHMENT"A" ATTACHMENT "B"—TERMS AND CONDITIONS 1.0 Services: CONSULTANT shall perform services for the CLIENT with these Terms and Conditions. CONSULTANT has developed the Project scope of service,schedule, and compensation based on available information and various assumptions. The CLIENT acknowledges that adjustments to the schedule and compensation may be necessary based on the actual circumstances encountered by CONSULTANT in performing the services. 2.0 Authorized Representatives: The officer assigned to the Project by CONSULTANT is the only authorized representative to make decisions or commitments on behalf of CONSULTANT. The CLIENT shall designate a representative with similar authority. 3.0 Project Requirements: The CLIENT shall confirm the objectives, requirements, constraints, and criteria for the Project at its inception. If the CLIENT has established design standards,they shall be furnished to CONSULTANT at Project inception. CONSULTANT shall review the CLIENT design standards and may recommend alternate standards considering the standard of care provision. 4.0 Site Access: The CLIENT shall obtain all necessary approvals for CONSULTANT to access the Project site(s). 5.0 Period of Service: CONSULTANT shall perform the services for the Project as expeditiously as is consistent with customary professional skill and care. CONSULTANT will strive to perform its services according to the Project schedule set forth in Section C of the individual TASK ORDER. The services of each task shall be considered complete when deliverables for the task have been presented to the CLIENT. CONSULTANT shall be entitled to an extension of time and compensation adjustment for any delay beyond CONSULTANT control. 6.0 Compensation: In consideration of the services performed by CONSULTANT, the CLIENT shall pay CONSULTANT in the manner set forth in Section D of the individual TASK ORDERS. The parties acknowledge that terms of compensation are based on an orderly and continuous progress of the Project. Compensation shall be equitably adjusted for delays or extensions of time beyond the control of CONSULTANT. 7.0 Payment Definitions: The following definitions shall apply to methods of payment: Salary cost is defined as an individual's base salary plus customary and statutory benefits. Statutory benefits shall be as prescribed by law and customary benefits shall be as established by CONSULTANT employment policy. Cost plus is defined as an individual's base salary plus actual overhead plus professional fee. Overhead shall include customary and statutory benefits, administrative expense, and non- project operating costs. Lump sum is defined as a fixed price amount for the scope of services being provided. Standard Rates is defined as individual time multiplied by standard billing rates for each individual. Subcontracted services are defined as Project related services provided by other parties to CONSULTANT Reimbursable expenses are defined as actual non salary expenses incurred in connection with the Project. PAGE 1 OF 6 pp %\CORPORATE\PRIVATE\ACCOUNTING DATA\CONTRACTSUEFFE*SONVILLE\123-201600R ON CALL 2023\2023-04-170N CALL 2023.DOC ATTACHMENT"O" 8.0 Payment Terms: CONSULTANT shall submit monthly invoices for services performed and CLIENT shall pay the full invoice amount within 30 days of the invoice date. Invoices shall be considered correct if not questioned in writing within 20 days of the invoice date. ALL PAYMENTS SHALL BE MAILED TO LOCHMUELLER GROUP, INC. AT 6200 VOGEL ROAD, EVANSVILLE, INDIANA 47715. CLIENT payment to CONSULTANT is not contingent on arrangement of project financing unless noted in Section D of the individual TASK ORDER. Invoice payment delayed beyond 60 days shall give CONSULTANT the right to stop work until payments are current. Non-payment beyond 70 days shall be just cause for termination by CONSULTANT. 9.0 Additional Services: The CLIENT and CONSULTANT acknowledge that additional services may be necessary for the Project to address issues that may not be known at Project initiation or that may be required to address circumstances that were not foreseen. In that event, CONSULTANT shall notify the CLIENT of the need for additional services and the CLIENT shall pay for such additional services in an amount and manner as the parties may subsequently agree. 10.0 Independent CONSULTANT: CONSULTANT shall serve as an independent CONSULTANT for services provided under this Agreement. CONSULTANT shall retain control over the means and methods used in performing their services and may retain subconsultants to perform certain services as determined by CONSULTANT. 11.0 Employment Eligibility Verification: The CONSULTANT affirms under the penalties of perjury that he/she/it does not knowingly employ an unauthorized alien. The CONSULTANT shall enroll in and verify the work eligibility status of all his/her/its newly hired employees through the E-Verify program as defined in IC 22-5-1.7-3. The CONSULTANT is not required to participate should the E-Verify program cease to exist. Additionally, the CONSULTANT is not required to participate if the CONSULTANT is self-employed and does not employ any employees. The CONSULTANT shall not knowingly employ or contract with an unauthorized alien. The CONSULTANT shall not retain an employee or contract with a person that the CONSULTANT subsequently learns is an unauthorized alien. The CONSULTANT shall require his/her/its Lower Tier SUB-CONSULTANT'S, who perform work under this Contract, to certify to the CONSULTANT that the SUB-CONSULTANT does not knowingly employ or contract with an unauthorized alien and that the SUB-CONSULTANT has enrolled and is participating in the E-Verify program. The CONSULTANT agrees to maintain this certification throughout the duration of the term of a contract with a SUB-CONSULTANT. The CLIENT may terminate for default if the CONSULTANT fails to cure a breach of this provision no later than thirty(30) days after being notified by the CLIENT. 12.0 Standard of Care: Services provided by CONSULTANT shall be performed with the care and skill ordinarily exercised by members of the same profession practicing under similar circumstances and in the same geographic location. CONSULTANT shall not be liable for the cost of any omission that adds value to the Project. 13.0 Compliance with Laws: CONSULTANT shall exercise customary professional skill and care in its PAGE 2 OF 6 pp %:\CORPORATE\PRIVATE\ACCOJNTING DATA\CONTRACTSVEFFERSONVILLE\123-2010-00P ON CALL 2023\2023-04-17 ON CALL 2023.DOC ATTACHMENT"C)" efforts to comply with applicable laws, regulations, codes, and standards applicable in effect as of the time the services are provided. Design changes made necessary by newly enacted laws, codes and regulations after this date shall entitle CONSULTANT to additional compensation where additional services are needed to conform to the standard of practice. 14.0 Permits and Approvals: CONSULTANT shall provide reasonable assistance to the CLIENT in preparing applications and supporting documents for the CLIENT in its duty to secure permits and approvals from agencies having jurisdiction over the Project. The CLIENT agrees to pay all application and review fees. 15.0 Ownership of Documents: The CLIENT acknowledges the CONSULTANT'S construction documents, including electronic files, as the work papers of the CONSULTANT and the CONSULTANT's instruments of professional service. Nevertheless, any final construction documents prepared under this Agreement shall become the property of the CLIENT upon completion of the services and payment in full of all monies due to the CONSULTANT. The CLIENT shall not reuse or make any modification to any construction documents without the prior written authorization of the CONSULTANT. The CLIENT agrees, to the fullest extent permitted by law, hold harmless the CONSULTANT, its officers, directors, employees and subconsultants (collectively, CONSULTANT) against any damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way connected with the unauthorized reuse or modification of any construction documents by the CLIENT or any person or entity that acquires or obtains the construction documents from or through the CLIENT without the written authorization of the CONSULTANT. 16.0 Under no circumstances shall the transfer of ownership of any of CONSULTANT's drawings, specifications, electronic files or other instruments of service be deemed a sale by the CONSULTANT, and the CONSULTANT makes no warranties, either express or implied, of merchantability and fitness for any purpose other than for the original purpose for which the drawings, specifications, electronic files or other instruments of service were prepared, nor shall such transfer be construed or regarded as any waiver or other relinquishment purpose other than for the original purpose for which the drawings, specifications, electronic files or other instruments of service were prepared, of the CONSULTANT's copyrights in any of the foregoing, full ownership of which shall remain with the CONSULTANT, absent the CONSULTANT'S express prior written consent. 17.0 Insurance: CONSULTANT shall maintain the following insurance and coverage limits during the period of service. The CLIENT shall be named as an additional insured on the Commercial General Liability and Automobile Liability policies. Worker's Compensation In accordance with statutory requirements Employers Liability $500,000 per Accident and$500,000 Policy Limit Commercial General Liability $1,000,000 per occurrence (bodily injury including death and property damage) $2,000,000 aggregate Automobile Liability $1,000,000 combined single limit for bodily injury and property damage Professional Liability $1,000,000 each claim and in the aggregate 18.0 The CLIENT shall make arrangements for Builder's Risk, Protective Liability, Pollution Prevention, and other specific insurance coverage warranted for the Project in amounts appropriate to the PAGE 3 OF 6 X:\CORPORATE\PRIVATE\ACCOUNNNG DATA\CONTRACTS\JEFFERSONVILLE\123-2010-00P ON CALL 2023\2023-04-17 ON CALL 2023.DOC ATTACHMENT"8" Project value and risks. CONSULTANT shall be named as additional insured on those policies where CONSULTANT may be at risk. The CLIENT shall obtain the counsel of others in setting insurance limits for construction contracts. 19.0 Waiver of Subrogation: CONSULTANT shall endeavor to obtain a waiver of subrogation against the CLIENT, if requested in writing by the CLIENT, provided that CONSULTANT will not increase its exposure to risk and CLIENT will pay the cost associated with any premium increase or special fees. 20.0 Indemnification: To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless CLIENT,CLIENT's officers, directors, partners, and employees from and against any and all costs, losses, and damages (including but not limited to all reasonable fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of CONSULTANT or CONSULTANT's officers, directors, partners, employees, and its subconsultants in the performance and furnishing of CONSULTANT's services under this Agreement. Notwithstanding any other provisions of this Agreement to the contrary, CONSULTANT'S officers, directors, shareholders, partners, employees or agents shall not be personally liable, regardless of the cause of action asserted including breach of contract, warranty guarantee, products liability, negligence, tort, strict liability, or any other cause pertaining to CONSULTANT'S performance or non-performance of the Agreement. CLIENT will look solely to CONSULTANT for its remedy for any claim arising out of or related to this Agreement. 21.0 Limitation of Liability: To the maximum extent permitted by law,the CLIENT agrees to limit the CONSULTANT'S liability for the CLIENT'S damages to the sum equal to the required limit of professional liability coverage stipulated in Section 17.0 above. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. 22.0 Third Party Claims: The CLIENT will compensate CONSULTANT for services performed in defense of any third party claim unless the claim resulted from the negligent act, error or omission of CONSULTANT. 23.0 Consequential Damages: The CLIENT and the CONSULTANT waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement. 24.0 Environmental Matters: The CLIENT warrants they have disclosed all potential hazardous materials that may be encountered on the Project. In the event unknown hazardous materials are encountered, CONSULTANT shall be entitled to additional compensation for appropriate actions to protect the health and safety of its personnel. The CONSULTANT shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. Furthermore, the CLIENT shall indemnify CONSULTANT from any claim related to hazardous materials encountered on the Project except for those events caused by negligent acts of CONSULTANT. 25.0 Opinions of Probable Construction Cost: CONSULTANT shall prepare opinions of probable construction cost for the Project based on historical information that represents the judgment of a qualified professional. The CLIENT and CONSULTANT acknowledge that actual costs may vary from the cost opinions prepared and that CONSULTANT offers no guarantee related to the Project cost. PAGE 4 OF 6 pp ,.\CORPORATE\PRIVATE\ACCOUNTING DATA\CONTRACTS\IEFFERSONVI LIE\123-2010-00P ON CALL 2023\2023-O4-12 ON CALL 2023.DOC ATTACHMENT"B" 26.0 Independent Counsel: The CLIENT agrees to obtain independent legal and financial counsel for the Project considering CONSULTANT does not furnish these services. 27.0 Contingency Fund: The CLIENT acknowledges the potential for changes in the work during construction and the CLIENT agrees to include a contingency fund in the Project budget appropriate to the potential risks and uncertainties associated with the Project. CONSULTANT may offer advice concerning the value of the contingency fund; however, CONSULTANT shall not be liable for additional costs that the CLIENT may incur beyond the contingency fund they select unless such additional cost results from a negligent act, error, or omission related to services performed by CONSULTANT. 28.0 Contractor Selection: CONSULTANT may make recommendations concerning award of construction contracts and products. The CLIENT acknowledges that the final selection of construction contractors and products is the CLIENT'S sole responsibility. 29.0 Shop Drawing Review: If included in the scope of service, CONSULTANT shall review shop- drawing submittals from the contractor solely for their conformance, in general, with the design intent of and performance criteria specified for the Project. CONSULTANT shall not be liable for the performance of or consequential damages of any equipment furnished by the contractor under the Project. 30.0 Construction Review: If included in the scope of service, CONSULTANT shall observe the progress and content of the work to determine if the work is proceeding in general accordance with the Contract Documents. This construction review is intended to observe, document, and report information concerning the construction process. Observation of work at the Project site shall not make CONSULTANT responsible for the work performed by another party, the means, methods, techniques, sequences, or procedures selected by another party, nor the safety precautions or programs of another party. 31.0 Rejection of Work: CONSULTANT shall have the authority to recommend that the CLIENT reject work by construction contractors that, in the opinion of the CONSULTANT, does not conform to the requirements of the Project. 32.0 Safety: The CONSULTANT shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work, nor shall the CONSULTANT be responsible for the contractor's failure to perform the work in accordance with the requirements of the Contract Documents. 33.0 Information from Other Parties: The CLIENT and CONSULTANT acknowledge that CONSULTANT shall rely on information furnished by other parties in performing its services under the Project. CONSULTANT shall not be liable for any damages that may be incurred by the CLIENT in the use of third party information. 34.0 Construction Record Drawings: If included in the scope of service, CONSULTANT shall deliver drawings to the CLIENT incorporating information furnished by construction contractors. In that construction record drawings are based on information provided by others, CONSULTANT cannot and does not warrant their accuracy. 35.0 Force Majeure: Neither party will hold the other responsible for damages or delay caused by Acts of God, acts of war, strikes, accidents, or other events beyond the other's control. PAGE 5 OF 6 pp %:\CORPORATE\PRIVATE\ACCOUNTING OATA\CONTRACTS\JEFFERSONVILLE\123-2010-0OP ON CALL 2023\2023-04-17 ON CALL 2023.DOC ATTACHMENT"C2" 36.0 Dispute Resolution: If disputes arise between CLIENT and CONSULTANT during the course of the Project, or following completion of the Project, which are not resolved within three (3) weeks after a demand for direct negotiation, the parties agree that all disputes between them arising out or relating to this Agreement or the Project shall be submitted to non-binding mediation pursuant to then current Rule 2 of the Indiana Rules for Alternative Dispute Resolution. If the parties are not able to settle the dispute through mediation, the parties shall submit the dispute to litigation before a Private Judge in accordance with the then current Indiana Rules for Alternative Dispute Resolution as they apply to Private Judge litigation. 37.0 Suspension of Work: The CLIENT may suspend services performed by CONSULTANT with cause upon fourteen (14) days written notice. CONSULTANT shall submit an invoice for services performed up to the effective date of the work suspension and the CLIENT shall pay CONSULTANT all outstanding invoices within fourteen (14) days. If the work suspension exceeds thirty(30) days from the effective work suspension date, CONSULTANT shall be entitled to renegotiate the Project schedule and the compensation terms for the Project. 38.0 Termination: The CLIENT or CONSULTANT may terminate services being provided under a certain Task Order upon thirty (30) days written notice with or without cause. CONSULTANT shall submit an invoice for services performed up to the effective date of termination and the CLIENT shall pay CONSULTANT all outstanding invoices within fourteen (14) days. The CLIENT may withhold an amount for services that may be in dispute provided that the CLIENT furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value. 39.0 Governing Law: The terms of Agreement shall be governed by the laws of the state where the services are performed provided that nothing contained herein shall be interpreted in such a manner as to render it unenforceable under the laws of the state in which the Project is located. 40.0 Assignment: Neither party shall assign its rights, interests or obligations under this Agreement without the express written consent of the other party. 41.0 Waiver of Rights: The failure of either party to enforce any provision of these terms and conditions shall not constitute a waiver of such provision nor diminish the right of either party to the remedies of such provision. 42.0 Warranty: CONSULTANT warrants that they shall deliver products under the Project consistent with the standard of care set forth in Section 12.0 above. CONSULTANT provides no other expressed or implied warranty. 43.0 Severability: Any provision of these terms later held to violate any law shall be deemed void and all remaining provisions shall continue in force. In such event, the CLIENT and CONSULTANT shall work in good faith to replace an invalid provision with one that is valid with as close to the original meaning as possible. 44.0 Survival: All provisions of these terms that allocate responsibility or liability between the CLIENT and CONSULTANT shall survive the completion or termination of services for the Project. PAGE 6 OF 6 %:\CORPORATE\PRIVATE\ACCOUNTING DATA\CONTRACTS\JEFFERSONVILLE\1 2 3-201000P ON CALL 2023\2023-04-17 ON CALL 2023 DOC ATTACHMENT"B"