HomeMy WebLinkAboutRau & Associates, Inc. 2013-06-26 �'��.c. 13iy—)/.Sa
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this a� � +day of i��ti� , 2013 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Rau and Associates, Inc., a corporation organized and in good standing under the laws of the
state of Caiifomia, hereinafter referred to as "ConsultanP'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consuiting services to produce a topographic map for engineering and
construction of a closure cap for the solid waste disposal site formerly operated by the
City of Ukiah at Vichy Springs Road.
b. Consultant represents that it has the qualifications, skills, experience and is properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detaii in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional seriices, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete
such services within 30 days from receipt of the Notice to Proceed. Consultant shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of ihis
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $16,300. Labor charges shall be
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based upon hourly billing rates for the various classifications of personnel employed by I
Consultant to perForm the Scope of Work as set forth in the attached Attachment B,
which shall include all indirect costs and expenses of every kind or nature, except direct ,
expenses. The direct expenses and the fees to be charged for same shall be as set
forth in Attachment B. Consultant shali complete the Scope of Work for the not-to-
exceed guaranteed maximum, even if actual time and expenses exceed that amount.
42 Chanqes. Should changes in compensation be required because of changes to the I
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the I
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed
amount set forth in Section 4.1. For this project, Consultant shall employ Point
Company from Fair Oaks, California to perform the aerial photogrammetry tasks in
producing the topographic map.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily ,
performed prior to the date of invoice less any amount already paid to Consultant, which
amounts shall be due and payable thirty (30) days after receipt by City. The invoices ;
shall provide a description of each item of work performed, the time expended to perform �I
each task, the fees charged for that task, and the direct expenses incurred and billed for.
Invoices shall be accompanied by documentation sufficient to enable City to determine I
progress made and the expenses claimed. ,
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely �
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant i
under this Agreement, and the general public and all govemmental agencies regulating
such activity shall be so informed. i
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and I
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
, and employee between Consultant and City. I
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnisfi and
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
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claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City I
Manager determines that the Consuitant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with I
� the City Clerk within 10 days of being notified of the City Manager's determination. �
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the duration of this Agreement insurance against claims for injuries to persons or !,
damages to property, which may arise from or in connection with its performance under
this Agreement.
A. Minimum Scoqe of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 00 01 11 85.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worl:er's Compensation Insurance as required by the Labor Cede of the
State of California and Employers Liability Insurance.
4. Errors and Omissions !iability insurance appropriate to the consultant's �
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
� 1. General LiabilitV: $1,000,000 combined single limit per occurrence for '
bodily injury, personal injury and property damage. If Commercial I
General Liability Insurance or other form with a general aggregate limit is
used, the general aggregate Ilmit shall apply separately to the work
performed under this Agreement, or the aggregate limit shall be twice the
prescribed per occurrence limit.
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� 2. Automobile Liability: $1,000,000 combined single limit per accident for I'
bodily injury and property damage. ,
3. Worker's Compensation and Employers Liability: Worker's compensation
limits as required by the Labor Code of the State of California and ,
Employers Liability limits of $1,000,000 per accident. I
4. Errors and Omissions liability: $500,000 per occurrence. I
C. Deductibles and Self-Insured Retentions I
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate I
such deduc?ibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
I guaranteeing payment of Iosses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coveraqes II
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a. The City, it officers, officials, employees and volunteers are to be !
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products 'i
and completed operations of the Consultant, premises owned, I
occupied or used by the Consultant, or automobiles owned, hired
� or borrowed by the Consultant. The coverage shall contain no
special limitations on the scope-of-protection afforded to the City,
its officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the ConsultanYs insurance and shall not contribute with '
it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers. I
d. The ConsultanYs insurance shall apply separately to each insured �
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
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2. Worker's Compensation and Employers Liability Coveraqe II
The insurer shall agree to waive all rights of subrogation against the City, I
its officers, officials, employees and volunteers for losses arising from I
ConsultanYs performance of the work, pursuant to this Agreement.
3. Professional Liabilitv Coveraqe �
If written on a claims-made basis, the retroactivity date shall be the I�
effective date of this Agreement. The policy period shall extend from �
February 28, 2009 to February 28, 2010. I
4. All Coveraqes I
Each Insurance policy required by this clause shall be endorsed to state I
that coverage shall not be susperded, voided, canceled by either party, I
reduced in coverage or in limits except after thirty (30) days prior written �
notice by certified mail, retum receipt requested, has been given to the
City.
E. Acceptability of Insurers I
Insurance is to be placed with admitted California insurers with an A.M. BesYs
rating of no less than A- for f nancial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F. Verification of Coveraqe
Consultant shall furnish the City with Certificates of Insurance and with original I
Endorsements effecting coverage required by this Agreement. The Certificates I
and Endorsements for each insurance policy are to be signed by a person I
authorized by that insurer to bind coverage on its behalf. The Certificates and �
Endorsements are to be on forms provided or approved by the City. All
Certificates and Endorsements are to be received and approved b;� the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any �
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that ,I
event, after notice to Consultant that City has paid the premium, the cost of
insurance may be deducted from the compensation otherwise due the contractor
under the terms of this Contract. I
G. Subcontractors i
If Consultant uses subcontractors or sub-consultants, it shall cover them under ��
its policies or require them to separately comply with the insurance requirements '�
set forth in this Paragraph 6.1. I
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62 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition �
thereto, Consultant agrees to indemnify the City for any claim, cost or liability that arises
out of, or pertains to, or relates to the negligence, recklessness, or wiliful misconduct of li
the Consultant and its agents in the performance of services under this contract, but this I
indemnity does not apply to liability for damages for death or bodily injury to persons, ;
injury to property, or other loss, arising from the sole negligence, willful misconduct or I
defects in design by the City, or arising from the active negligence of the City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
i attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses. i
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors. '
ConsultanYs liability for professional negligence shall be limited to $500,000.
7.0 CONTRACT PROVISIONS I
7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and !
I all documents or reports and supportive data prepared by Consultant under this
Agreement are owned and become the property of the City upon their creation and shall
be given to City immediately upon demand and at the completion of Consultant's
services at no additional cost to City. Deliverables are identified in the Scope-of-Work,
� Attachment "A". All documents produced by Consultant shall be furnished to Ciry in
digital format and hardcopy. Consultant shall produce the digital format, using software �i
I and media approved by City. �
72 Governinq Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
, Agreement. The interpretation and enforcement of this Agreement shall be governed by ,
Califomia law and any action arising under or in connection with this Agreement must be I
filed in a Court of competent jurisdiction in Mendocino County. I
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amcndments I
set forth the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent
, jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assianment. ConsultanYs services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion ,
� of this Agreement without City's prior written consent. I
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7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself. i
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of I
the Agreement; 2) because funds are no longer available to pay Consultant for services i
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the brzach within th� time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services
performed and expenses incurred as of the effective termination date. In such event, as
a condition to payment, Consultant shall provide to City all finished or unfinished
docu�Tents, data, studies, surveys, drawings, maps, models, photcgraphs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed !
hereunder, subject to off-set for any direct or conseouential damages City may incur as
a result of ConsultanYs breach of contract.
7.9 Duplicate Oriqinals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between the parties.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
MR. TIM ERIKSEN RAU AND ASSOCIATES, INC.
CITY OF UKIAH 100 NORTH PINE STREET
DEPT. OF PUBLIC WORKS UKIAH, CALIFORNIA 95482
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
(THIS SPACE LEFT BLANK INTENTIONALLY) �,
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9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
av: ��'���'.�.� /'. /�� 6 zG� —20/3
" � Date �
PRINT NAME: Georqe C. Rau P.E. C21908
PRESIDENT I
94-2619557
IRS IDN Number ,
CITY OF UKIAH
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-,. > � � � ,
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BY: ���� ������ �_r,� r; �
!rANE CHAMBERS Date
CITY MANAGER
ATTEST I
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�� l �_ ���.� � �C� � � �. � �(� i �� - � l� G- �r 3 �I
KRISTINE LAWLER, Date i
CITY CLERK I
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[Attachment A�
Scope of Work
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Task 1: Base Scope of Services I
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1. Aerial Control Map: We will set permanent control point monuments for aerial control panels to �I
map the area of the solid waste. The monuments will be '/� inch or '/< inch diameter iron pipes, 30
inches long, with a plastic plug stamped "Control Point". The will be located using GPS i
instruments and will be on California Grid Basis, using current HPGN Data from Caltrans. This �,I
will allow the City to insert the mapping into their GIS system. An attempt will be made to locate
control points previously set in 2001 for mapping done at that time. This will allow the same i
vertical basis to be used as was used previously.
2. Topographic Map: A topographic map will be prepared of an area of approximately 76 acres as
delineated on a Google Earth Map by EBA Engineering. The total length is approximately 4,600 ',
feet and the width varies from approximately 200 feet at the western end ta �pproximately 1200 I
feet in the middle of the site. It is primarily the disturbed area of the solid waste site and includes
the following:
a) Buildings and Structures — building outlines and tank outlines.
b) Dripline of Trees immediately adjacent to or in the perimeter.
c) Access roads at points of entry to the property and for circulation within the mapped
perimeter.
d) Ponds.
e) Existing fencelines showing angle points, along the west and southwest boundary, as
defined in No. 3, below.
f) Contours delineated at 2 foot intervals,(but mapped at a precision of 1 foot intervals), with
spot elevations at intervals along benches, access roads, pond embankment crests and
pond water surfaces.
g) Overhead Utility line location based upon visible utility elements will be mapped. Visible
water main appurtenances (if any), visible drainage structures and open channels are
included.
3. Approximate Bcundary Location: We will at;empt to locate the property corners along the western
boundary common to APN 17S-1S0-07. Three property corners are also of record along the
boundary common with APN 178-200-02 and 178-200-05. These comers were monumented
previously by a map filed in Map Case 1, Drawer 7, Page 109, Mendocino County Records in ,
1945. Fences exist along parts of this boundary, so they shall be shown at a minimum.
Items Not Included:
1. Tree trunks adjacent to the southem perimeter road shall not be located.
2. Creek channel north of the northern perimeter road will not be mapped. i�
3. Monitoring well locations will not be mapped '
4. No boundary corners will be monumented. (Parts of the approximate boundary will be delineated
using the best information available as described in No. 3 above.)
5. A record of survey will not be prepared for the boundary. I
Deliverables:
CAD drawings in electronic format (Civil 3D) and 3 hard copies of the map.
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Work Schedule and Budget
SCHEDULE OF WORK: III
Consultant realizes that the timely performance of the services provided is an important element of this
Agreement. Consultant will endeavor to complete the work with due and reasonable diligence consistent I
with sound professional practice and within the time frame noted below. Consultant and the City agree to I
cooperate with each other in every way on the project and to solicit the cooperation of other parties who i
may influence the schedule of the work.
The time of completion noted below is an estimate only and Consultant is not responsible for
circumstances heyond its control. It is also possible that as the project proceeds, sound professional �
practice may necessitate additional work being done and hence additional time may be needed for i
completion.
Consultant will begin the work within 4 days of receipt of this signed Agreement. Consultant anticipates
that work will be completed within 30 days after commencing work.
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RETAINER: I
None Required I
PAYM ENT: �i
City agrees to pay a Maximum Not-to-Exceed Fee of $ 16,300, based upon time, fee schedule and direct �
project costs; also provided that if the work is canceled, terminated or otherwise discontinued without fault
by Consultant the work done to the date of termination shall be paid for on an hourly basis in accordance
with "Attachment B", Schedule of Fees.
If additional work is requested or required, which is not covered in the Scope of Work, the City agrees to
meet with representatives of Consultant to discuss changes in the scope, schedule, cost or other Terms
of Agreement. If modifications to the Agreement are required, Consultant will prepare an amendment to I
the Agreement for Professional Consulting Services for execution by the Client and Consultant.
NOTE: Hourly rates on the Schedule of Fees are valid for one yea� from the date of this
Agreement. Thereafter, if RAU raises its fees to all Clien:s, the Schedule of Fees fer this project I
may be amended accordingly. I
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Attachment B
SCHEDULE OF FEES - Table 31
Effective October 1, 2012
Regislered Civil Engineer Principal $162.00/hc i
Senior Registered Civil Engineer 145.00/hr.
Associate Civil Engineer 120.00/hr.
Project Manager 102.00/hr. i
Land Surveyor 96.00/hr. i
Lab-Survey Manager �12.00/hr. i
Staff EngineedStaff Surveyor 94.00/hr. �,
Water Pollution Control Manager(PW) 140.00/hr. �
QSD/QSP Specialist(Non PW) 110.00/hr. ��.
InstrumenlOperator(PW) 104.00/hr. j
Rodman (PW) 92.00lhr. �,,
Materials Tester including PW(nuclear gauge charge may apply) 116.00/hr. '�.
Constructionlnspector(PW) 128.00/hr. '
Technician IV 72.00/hr.
Technician III 66.00/hr.
Technician II 54.00/hr.
Technician I 35.00/hr.
Administration 48.00/hr.
Vehicle Use (subject to change due to Intemal Revenue Standards) 0.555/mile '
Outside Services Over$1,000 Cost+5%
Outside Services Under$1,000 (Aggregate amount) Cost+ 15%a
Expert Witness/Testimony at Trial, Deposition, Arbitration S250.00lhr. (4 hour minimum)
Laboratory Tests:
Texture Analysis (Mendocino County Health Dept.) S 45.00/ea.
Unit Dry Weight-Moisture Content (Tube Sample or Ped) 35.00/ea.
Sand Equivalent (CTM 217) 110.00lea. �
Sieve Analysis-Coarse Aggregates (CTM 202) 50.00/ea.
Sieve Analysis- Fine Aggregate (CTM 202) 90.00/ea.
Maximum Dry Density (ASTM D1557)
4" Mold 205.00/ea.
6"Mold 235.00/ea.
Maximum Dry Density (ASTM D698) 190.00/ea.
Maximum Wet Density (CTM 216) 235.00/ea.
Unit Weight of Aggregate (CTM 212)
Method A or B 55.00/ea.
Method C 39.00/ea.
Crushed Partide Analysis (CTM 205) 67.00/ea.
Cleanness Value (CTM 227) 67.00/ea.
Durability Index- Coarse (CTM 229) 140.00(ea.
Durability Index- Fine (CTM 229) 220.00/ea,
Specific Gravity &Absorption (CTM 206) 90.00/ea. i
Plasticity Index(ASTM 43�8) 762.00/ea.
Expansion Inde%(UBC StandarG 18-2) 190.00/ea. I
Unit Weight of Fresh Concrete (CTM 518) Technician Hourly Rate �,
Ball Penetration (CTM 533) Technician Hourly Rate ,
Air Content of Fresh Concrete(CTM 504) Technician Hourly Rate
Sample Preparation Times Technician Hourly Rate
Special Equipment Rates: Supplemental Billings: i�
Computer Aided Design Software $10.00/hr. Engineering Copies 24 X 36 $3.00/sheet I�
Nuclear Gauge $100/per day" Engineering Copies �8 X 26 $2.00/sheet �
All Terrain Vehicle $45.00lper day' Assessor's Map Copies $2.00/sheet
GPS Equipment $600/per day' Survey Monuments $3.00/each
Robolic Total Station $200/per day' Steel Fence Posts 58.00/each .,
* One Day Minimum Charge �,
Invoices will be rendered monthly, as a final or progress billing, whichever applies, and are payable upon receipt,
unless a mutually acceptable payment schedule has been established. Late Fees at a rate of 1 Yz% per month,
computed and charged monthly on the unpaid balances, shall be payable on accounts not paid within 30 days from I
invoice date.
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