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Proposal for Geotechnical ExplorationAiNIERICAN ENGINEERING TESTING, INC. January 10, 2017 Paul Hornby, City Engineer City of Shorewood C/O WSB,& Associates, Inc. 444 Temperance Street St. Paul, MN 55101 Re: Proposal-for Geotecliriical Exploration and Report City of Shorewood Reconstruction Project 'Rivera and Shorewood Lane City of Shorewood, Minnesota Dear Mr. Hornby: CONSULTANTS ENVIRONMENTAL GEOTECHNICAL MATERIALS FORENSICS American Engineering Testing, Inc. (AET) is pleased to submit a proposal for geotechnic al engineering services for this project. In this proposal, we present our understanding of the project, an outline of the scope of services we are to provide, a fee schedule, and an estimate of charges. Project Information: The City of Shorewood is proposing the reconstruction of Riviera ' Lane form Yellow Stone Trail to Cul-De-Sac (approximately 850 feet), and Shorewood Lane from Smithtown Road to Cul-De-Sac (approximately 850 feet). The scope of the projects includes Roadway reconstruction and watermain extension Scope of Services: Field Exploration We propose drilling four soil borings for this project (located. at approximately 500-foot intervals); the borings will be drilled to a depth of 15 feet each (60 lineal feet of drilling). AET will locate and mark the borings 'in the field. We will also provide the necessary traffic control and obtain the required permits for the requested work: We request that WSB survey the,,boring locations and elevations after we have completed the field work. Before we drill, we will contact Gopher State One Call to locate public underground utilities. Gopher State One Call does not charge for this service, but they will not locate private lines. If there are private utilities on the site, it may be necessary to contact a private locating company, and these companies charge for their services. We have not included a fee in this proposal for retaining a private locator. If this is found to be necessary, we will pass this fee along to you at cost, in addition to our fee for the geotechnical exploration. We will drill the borings using hollow stem augers and sampling by the split-barrel method 550 Cleveland Avenue North I St. Paul, MN 55114 Phone 651-659-90011 Toll Free 800-972-6364 Fax 651-659-1379 1 www,amengtest.com I AA/ EEO This document shall not be reproduced, except in full, without written approval from American Engineering Testing, In(,: City of Shorewood Reconstruction Project Riviera and Shorewood Lane Shorewood, MN January 10, 2017 Page 2 of 3 (ASTM D1586) at 2.5 foot intervals. Our crew will keep field logs noting the methods of drilling and sampling, the Standard Penetration Values (N- values, "blows per foot "), preliminary soil classification, and observed groundwater levels. Representative portions of recovered samples will be sealed in jars to prevent moisture loss and submitted to our laboratory for review, testing and final classification. Upon completion of drilling, we will backfill the boreholes to comply with Minnesota Department of Health regulations. Laboratory Testing We will initiate routine laboratory testing by reviewing each recovered soil sample to assess the major and minor soil components, while also noting the color, degree of saturation, and lenses or seams in the samples. We will visually /manually classify each sample on the basis of texture and plasticity in accordance with the Unified Soil Classification System, and prepare the boring logs. We also budgeted for performing four sieve analysis. Additional laboratory testing can be provided at your request at the rates shown in the attached fee schedule. Report We will prepare a geotechnical report in which we will present the results of our subsurface exploration and discuss the construction of the watermain, storm sewer improvements and present a pavement design using estimated subgrade R- values and traffic data that you will provide. We also provide recommendations for dewatering (if necessary), trench excavations and rock excavation (if necessary). - Fees Based on the scope of services defined above, our estimate of charges will be a lump sum of $4,800 (for 60 lineal feet of drilling). If organic soils are encountered and we have to extend the borings deeper than the planned depths, our charges will be an additional $22.00 per foot, for a maximum boring depth of 35 feet. If additional borings or deeper borings are needed, or if engineering and testing are requested beyond that required to prepare the geotechnical report (e.g., post - report consultation, report revision, specification review, pre -bid or pre - construction meetings), the increase of our fees will be in accordance with the unit prices shown on the enclosed fee schedule. Schedule: Based on our current backlog, we anticipate the fieldwork can begin within about one to two weeks of authorization. Verbal results and draft logs can be provided shortly after the fieldwork is completed. Environmental Concerns: This proposal is presented for engineering services to evaluate the structural properties of the soil at the specified site. This proposal does not cover an environmental assessment of the site American Engineering Testing, Inc. City of Shorewood Reconstruction Project Riviera and Shorewood Lane Shorewood, MN January 10, 2017 Page 3 of 3 or environmental testing of the soil or groundwater. If you wish to have us provide these additional services, please contact us. Terms and Conditions: All AET Services are provided subject to the Terms and Conditions set forth in the enclosed "Environmental/Geotechnical Service Agreement—Terms and Conditions," which, upon acceptance of this proposal, are binding upon you as the Client requesting Services, and your successors, assignees, joint venturers and third-party beneficiaries. Please be advised that additional insured status is granted upon acceptance of the proposal. Acceptance: This proposal is presented in electronic (PDF) form; hard copies can be prepared and mailed to your office upon request. AET requests written acceptance of this proposal in the Proposal Acceptance box below, but the following actions shall constitute your acceptance of this proposal together with the Terms and Conditions and Amendments: 1) issuing an authorizing purchase order for any of the Services described above, 2) authorizing AEI's presence on site, or 3) written or electronic notification for AET to proceed with any of the Services described in this proposal. Please indicate your acceptance of this proposal by signing below and returning a copy to us. When you accept this proposal, you represent that you are authorized to accept on behalf of the Client. We have enclosed with this proposal a copy of the "Environmental/Geotechnical Service Agreement - Terms and Conditions." The terms contained in the attached "Environmental/Geotechnical Service Agreement - Terms and Conditions" are incorporated herein and are an integral part of this contract for professional engineering services. If you have questions regarding this proposal, please contact us. Sincerely, American Engineering Testing, Inc. < A. Reza S vabi, PE-1.1-D Senior Geotechnical Engineer Enclosures: 2016 Geotechnical Fee Schedule .. Service Agreement (3 pages) Acceptance By: Signat& Printed Name: Representing: ef4X!4 Date: Ainerican Engineering Testing, Inc. 1. Personnel Hourly Rates Rental A. Word Processing Specialist 66.00/hr. B. Engr, or Env. Technician I 72.00 /hr, C. Engr. or Env. Technician 11 85.00 /hr. D. Drill Technician /Geo Lab Technician 95.00/hr. E. Senior Engineering Technician 101.00 /hr. F. Engineering Assistant 1 1 1.00 /hr. G. Engineer I /Geologist I 120.00/hr. H. Engineer II /Geologist II /Sr. Engr, Assistant 137.00 /hr. L Senior Engineer /Geologist 153.00 /hr, J. Principal Engineer /Geologist 183.00 /hr. II. Vehicle Mileage Rental A. Personal Automobile /Truck 0.75 /mile B. Auxiliary Truck Vehicle 1,00 /mile C, Truck with Coring, FWD, or GPR Equipment 1.10 /mile D. Truck with Warning Sign /Crash Trailer 1,20 /mile E. 1 -ton Truck with Drill Rig 1.20 /mile F. I %s to 2% -ton Truck with Drill Rig 1.35 /mile G. CPT Truck Rig (20 -ton push capacity) 1.60 /mile H. Tractor /Lowboy Trailer 1.80 /mile III. Equipment Rental 20.00/hr. A. Drill Rig Rental 7. Stabilized Earth Slopes & Walls I. Rotary Drill on 1 -ton Truck 72.00 /hr. 20.00 /hr. 2. Rotary Drill on i' /2 to 2' /z -ton 'Truck 82.00 /hr. F. 3. Rotary Drill on All- Terrain Vehicle 112.00 /hr. 1. Diamond Bit - Sedimentary Rock 4. Portable, Non - rotary Rig 82.00 /hr. B. Auxiliary /Specialty Vehicle Rental 12.50 /foot 1. Auxiliary Truck Vehicle 17.50 /hr. a) B, NQ 2. Truck with Warning Sign /Crash Trailer 29.00 /hr. 20.50 /foot 3. Truck with Coring Equipment 45.00 /hr. C. Cone (CPT) Rig/Equipment Rental Dry Density (includes water content) 57.00 /test 1. CPT Rig (Truck or ATV) 145.00/hr. 2. Electronic Cone w /Computer 43.00 /hr. 2. Liquid Limit or Plastic Limit Separately 3. Soil Sampler 4.00 /hr. 10100 /test 4. Water Sampler 20.50 /hr. D. Miscellaneous Equipment Rental I. As Received and Oven Dried (2 pts) 995.00 /test 1. Field Vane Shear 325.00 /day G. 2. Field Electrical Resistivity 250.00 /day Corrosion /Concrete Attack Series* price upon request 3. Field Seismic Shear Wave (ReMi) 425.00 /day 4, Inclinometer Reading Equipment 335.00 /day 2. With P -e curves, time curves 5. Electronic Transducer Reading 175.00 /day 95.00 /test 6. Bore Hole Permeability 10.00 /test K. Organic Content of Soil a. Open End Casing Method 135.00 /day Topsoil Borrow Test (Mn /DOT 3877) 295.00 /test b. I-IQ Wireline Packer 330.00 /day 388.00 /test 7. Borehole Pressuremeter 70.00 /hr, 8. Iowa Borehole Shear Tester 335.00 /day 2. Cohesive 9, Double Ring Infiltrometer 265.00 /day 10, Photoionization Detector (PID) 1 15,00 /day 11. GPS Mapping System 15,50 /hr. pH, chloride ion, soluble sulfates, sulfides, 12. Pile Driving Analyzer (PDA) 750.00 /day 13. Calibrated SPT Rod 225.00 /day 14. Pile Integrity Test (PIT) 350.00 /day 15. Portable Concrete Coring Equipment 45.00 /hr. 16. Pavement Testing Equipment (includes track) a, Falling Weight Deflectometer 150.00 /hr. b. Ground Penetrating Radar (GPR) 350.00 /day. E. Geotechnieal Software Rental I. Geo Studio Finite Element 60.00 /hr. 2. CAPWAP 35,00 /hr, 3. AutoCAD or Microstation 30.00 /hr. 4. Wave Equation (WEAP) 20.00 /hr. 2016 GEOTECHNICAL FEE SCHEDULE V. Expenses A. Direct Project Expenses: includes out -of- Cost+ 15% town per diem; plowing & towing; special materials & supplies; special travel, transportation & freight; subcontracted services, and miscellaneous costs ' B. Equipment Replacement (when abandonment Cost is more feasible than recovery) C. Equipment Recovery (when required by Cost + 15% regulatory agencies or project specifications) The rates presented are portal -to- portal with vehicle mileage, expenses and equipment rentals being additional. Overtime for personnel charged at above cost plus 25% for over 8 hours per day or Saturday; and at above cost plus 50% for Sundays or Holidays. Hazardous work charged at an additional 25 %. Night time shift work will include a premium charge of $30.00 per person per shift. OIDPM021.15 (01/16) AMERICAN ENGINEERING TESTING, INC. 5. LPILE or GROUP 20.00/hr. 6. Slope Stability (ReSSA) 20.00 /hr. 7. Stabilized Earth Slopes & Walls 20.00 /hr. 8. Settlement (FoSSA) 20.00 /hr. 9. SHAFT 20.00/hr. F. Bit Wear- Rock Coring 1. Diamond Bit - Sedimentary Rock a) B, NQ 10.50 /foot b) HQ 12.50 /foot 2. Diamond Bit - Metamorphic & Igneous a) B, NQ 17.50 /foot b) HQ 20.50 /foot IV. Laboratory Tests of Soil A. Water Content hourly B. Dry Density (includes water content) 57.00 /test C. Atterberg Limits (ASTM:D4318) 1. Plasticity Index 110.00 /test 2. Liquid Limit or Plastic Limit Separately 95.00 /test D. Sieve Analysis (includes 4200) 10100 /test E. Hydrometer Analysis (sieve included) 197.00 /test F. Thermal Resistivity w /Proctor (ASTM:D5334) I. As Received and Oven Dried (2 pts) 995.00 /test 2. Dry Out Curve (4 pts) 1235.00/test G. Electrical Resistivity (ASTM :057 -Soil Box) 100.00 /test H. Corrosion /Concrete Attack Series* price upon request 1. Consolidation (up to 32 tsf) I. With P -e curves only 475.00 /test 2. With P -e curves, time curves 600.00 /test 1. Unconfined Compression (incl. we /density) 95.00 /test J. Hand Penetrometer 10.00 /test K. Organic Content of Soil 65.00 /test L. Topsoil Borrow Test (Mn /DOT 3877) 295.00 /test M. R -value (Hveem Stabilometer) 388.00 /test N. California Bearing Ratio I. Granular 625.00 /test 2. Cohesive 710.00 /test O. Proctor Tests (Methods A or B) 1. Standard 130.00 /test 2. Modified 140.00 /test *includes pH, chloride ion, soluble sulfates, sulfides, redox potential (resistivity not included). V. Expenses A. Direct Project Expenses: includes out -of- Cost+ 15% town per diem; plowing & towing; special materials & supplies; special travel, transportation & freight; subcontracted services, and miscellaneous costs ' B. Equipment Replacement (when abandonment Cost is more feasible than recovery) C. Equipment Recovery (when required by Cost + 15% regulatory agencies or project specifications) The rates presented are portal -to- portal with vehicle mileage, expenses and equipment rentals being additional. Overtime for personnel charged at above cost plus 25% for over 8 hours per day or Saturday; and at above cost plus 50% for Sundays or Holidays. Hazardous work charged at an additional 25 %. Night time shift work will include a premium charge of $30.00 per person per shift. OIDPM021.15 (01/16) AMERICAN ENGINEERING TESTING, INC. ENVIRONMENTAL / GEOTECHNICAL SERVICE AGREEMENT - TERMS AND CONDITIONS Page 1 of 3 SECTION 1- RESPONSIBILITIES 1.1- This Service Agreement — Terms and Conditions ( "terms and conditions ") is applicable to all'Services provided by American Engineering Testing, Inc. (AET). As used herein "Services" refers to the scope of services described in the proposal submitted by AET to Client. The proposal, these terms and conditions and any appendices attached hereto shall comprise the Agreement between AET and Client for Services described in the proposal and are binding upon the Client, its successors, assignees, joint ventures and third -party beneficiaries. AET requests written acceptance of the Agreement, but the following actions shall also constitute Client's acceptance of the Agreement: 1) issuing an authorizing purchase order for any of the Services, 2) authorizing AET's presence on site, or 3) written or electronic notification for AET to proceed with any of the Services. 1.2 — Prior to AET performing Services, Client will provide AET with all information that may affect the cost, progress, safety and performance of the Services. This includes, but is not limited to, information on proposed and existing construction, all pertinent sections of contracts between Client and property owner, site safety plans or other documents which may control or affect AET's Services. If new information becomes available during AET's Services, Client will provide such information to AET in a timely manner. Failure of Client to timely notify AET of changes to the project including, but not limited to, location, elevation, loading, or configuration of the structure or improvement will constitute a release of any liability or indemnity obligations of AET for loss or damages related to such changes. Client will provide a representative for timely answers to project- related questions by AET. 1.3 - AET is responsible only for performance of the Services. AET will not be held responsible for work or omissions by Client or any other party working on the project. The Services do not include construction management, general contracting or surveying services. AET will not be responsible for directing or supervising the work of other parties, unless specifically authorized and agreed to in writing. 1.4 — Client acknowledges the limitations inherent in sampling to characterize buried subsurface conditions. Variations in soil conditions occur between and beyond sampled /tested locations. The passage of time, natural occurrences and direct or indirect human activities at the site or distant from it may alter the actual conditions. Client assumes all risks associated with such variations in soil and subsurface conditions. 1.5 - AET is not responsible for interpretations or modifications of AET's recommendations by other persons, 1.6 - Should changed conditions be alleged, Client agrees to notify AET before evidence of alleged change is no longer accessible for evaluation. 1.7 — Pricing in the proposal assumes use of these terms and conditions. AET reserves the right to amend pricing if Client requests modifications to the Agreement or use of Client's alternate contract format. Any contract amendments made after Client has authorized the Services shall be applicable only to Services performed after the effective date of such amendment. The proposal and these terms and conditions, including terms of payment, shall apply to all Services performed prior to the effective date of such amendment. 1.8 - The AET proposal accompanying these terms and conditions is valid for sixty (60) days after the proposal issuance date to the Client. Any attempt to authorize Services after the expiration date is subject to AET's right to revise the proposal as necessary. SECTION 2 - SITE ACCESS AND RESTORATION 2.1- Client will furnish AET safe and legal site access. 2.2 Client acknowledges that in the normal course of its Services, AET may unavoidably alter existing site conditions or affect the environment in the area being studied. AET will take reasonable precautions to minimize alterations to the site or existing materials. Restoration of the site is the responsibility of the Client. SECTION 3 - UNDERGROUND UTILITY AND STRUCTURE CLEARANCE 3.1- Borings, excavations and other penetrations must be located at safe distances from underground utilities or other man -made objects. Client shall advise AET of all utilities that service or are located on the site, and any underground improvements located on the site. Prior to drilling, AET will contact state notification centers, where available, or individual utility owners where a state notification center is not available. AET shall be entitled to rely on the location information provided by locating vendors. 3.2 — If Public utility owners do not provide the locating service on private property or the property owner has private underground improvements which cannot be cleared through the state notification center or public utility owners, Client shall be responsible for location of such utilities prior to drilling, or for payment of a private utility clearance subcontractor. 3.3 - AET will not be responsible for any damages to underground utilities /improvements not located or incorrectly identified by the foregoing location methods. SECTION 4 - CONTAMINATION 4.1- Client acknowledges and accepts all contamination risks which may be associated with the Services, Risks include, but are not limited to, cross contamination created by linking contaminated zones to uncontaminated zones during the drilling process; containment and proper disposal of known or suspected hazardous materials, drill cuttings and drill fluids; and decontamination of equipment and disposal and replacement of contaminated consumables. Discovery of actual or suspected hazardous materials shall entitle AET to take immediate measures it deems necessary in its sole discretion, including regulatory notification, to protect human health and safety, and /or the environment. Further, discovery of such materials constitutes a changed condition for which Client agrees to pay associated additional cost. 4.2 - Client shall indemnify and hold AET harmless from all liability, damages, claims or costs resulting from contaminants on the site. SECTION 5 - SAFETY 5.1 - Client shall inform AET of any known or suspected hazardous materials or unsafe conditions at the site. If, during the course of AET's Services, such materials or conditions are discovered, AET reserves the right to take measures to protect AET personnel and equipment or to immediately terminate Services. Client shall be responsible for payment of such additional protection costs. 552 - AET shall only be responsible for safety of AET employees at the site; the safety of all others shall be Client's or other persons' responsibility. SECTION 6— SAMPLES 6.1 - Client shall inform AET of any known or suspected hazardous materials prior to submittal to AET. All samples obtained by or submitted to AET remain the property of the Client during and after the Services. Any known or suspected hazardous material samples will be returned to the Client at AET's discretion. ACS417EG (10/14) AMERICAN ENGINEERING TESTING, INC. ENVIRONMENTAL / GEOTECHNICAL SERVICE AGREEMENT - TERMS AND CONDITIONS Page 2 of 3 6.2 - Non - hazardous samples will be held for thirty (30) days and then discarded unless, within thirty (30) days of the report date, the Client requests in writing that AET store or ship the samples. Storage and shipping costs shall be borne solely by Client. SECTION 7 - PROJECT RECORDS The original project records prepared by AET will remain the property of AET. AFT shall retain these original records for a minimum of three years following submission of the report, during which period the project records can be made available to Client at AET's office at reasonable times. SECTION 8 - STANDARD OF CARE AET performs its Services consistent with the level of care and skill normally performed by other firms in the profession at the time of this service and in this geographic area, under similar budgetary constraints. SECTION 9 - INSURANCE AET maintains insurance with coverage and limits shown below. AET will furnish certificates of insurance to Client upon request. 9.1 —AET maintains the following insurance coverage and limits of liability: Workers' Compensation Employer's Liability Commercial General Liability Automobile Liability Professional Liability Insurance Statutory Limits $100,000 each accident $500,000 disease policy limit $100,000 disease each employee $1,000,000 each occurrence $1,000,000 aggregate $1,000,000 each accident $1,000,000 per claim $1,000,000 aggregate 9.2 - Commercial General Liability insurance will include coverage for Products /Completed Operations extending one (1) year after final acceptance of the Project by Owner, Property Damage including Completed Operations, Personal Injury, and Contractual Liability insurance applicable to AET's indemnity obligations under this Agreement. 9.3 -Automobile Liability insurance shall include coverage for all owned, hired and non -owned automobiles. 9.4 - Professional Liability Insurance is written on a claims -made basis and coverage will be maintained for one (1) year after final acceptance of the Project by Owner. Renewal policies during this period shall maintain the same retroactive date. 9.5 -To the extent permitted by applicable state law, and only upon Client's signing of the proposal and return of the same to AET, Client and Owner shall be named an "additional insured" on AET's Commercial General Liability Policy (Form CG D4 14 04 08, which includes blanket coverage for Products /Completed Operations and on a Primary and Non - Contributory basis) and Automobile Liability Policy. Client and Owner shall _be extended "waiver of subrogation" status for applicable coverages. Any other endorsement, coverage or policy requirement shall result in additional charges. 9.6 - AET will maintain in effect all insurance coverage required by this Agreement at its sole expense, provided such insurance is reasonably available, with insurance carriers licensed to do business in the state in which the project is located and having a current A.M. Best rating of no less than A minus (A -). Such insurance shall provide for thirty (30) days prior written notice to Client for notice of cancellation or material limitations for the policy orten (10) days' notice for non- payment of premium. 9.7 - AET reserves the right to charge Client for AET's costs for additional coverage requirements unknown on the date of the proposal, e.g., coverage limits or policy modification including waiver of subrogation, additional insured endorsements and other project specific requirements, SECTION 10 - DELAYS If delays to AET's Services are caused by Client or Owner, work of others, strikes, natural causes, weather, or other items beyond AET's control, a reasonable time extension for performance of work shall be granted, and AET shall receive an equitable fee adjustment. SECTION 11- PAYMENT INTEREST AND BREACH 11.1- Invoices are due net thirty (30) days, Client will inform AET of invoice questions or disagreements within fifteen (15) days of invoice date; unless so informed, invoices are deemed correct. 11.2 — Client agrees to pay interest on unpaid invoice balances at a rate of one and a half percent (1.5 %) per month, or the maximum allowed by law, whichever is less, beginning thirty (30) days after invoice date. 11.3 — Invoices remaining unpaid for sixty (60) days shall constitute a material breach of this Agreement, permitting AET, in its sole discretion and without limiting any other legal or equitable remedies for such breach, to terminate performance of this Agreement and be relieved of any associated duties to the Client or other persons. Further, AET may withhold from Client data and reports in AET's possession. If Client fails to cure such breach, all reports associated with the unpaid invoices shall immediately upon demand be returned to AET and Client may neither use nor rely upon such reports or the Services. 11.4 - Client will pay all AET expenses and attorney fees relating to collection of past due invoices. SECTION 12 - MEDIATION 12.1- Except for enforcement of AEI's rights to payment for Services rendered or to assert and /or enforce its lien rights, including without limitation assertion and enforcement of mechanic's lien rights and foreclosure of the same, Client and AET agree that any claim, dispute or other matter in ACS417EG (10/14) AMERICAN ENGINEERING TESTING, INC. ENVIRONMENTAL / GEOTECHNICAL SERVICE AGREEMENT - TERMS AND CONDITIONS Page 3 of 3 question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party; provided however that if either party fails to respond to a request for mediation within sixty (60) days, the party requesting mediation may without further notice, proceed to arbitration or the institution of legal or equitable proceedings. 12,2 - Mediation shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association. Request for mediation shall be in writing and the parties shall share the mediator's fee and any filing fees equally. The mediator shall be acceptable to both parties and shall have experience in commercial construction matters. SECTION 13 - LITIGATION REIMBURSEMENT Except for matters relating to non - payment of fees, which is governed by Section 9.4 hereof, payment of attorney's fees and costs associated with lawsuits or arbitration of disputes between AET and Client, which are dismissed or are judged substantially in either party's favor, shall be paid by the non - prevailing party. Applicable costs include, but are not limited to, attorney and expert witness fees, court costs, and AET costs, SECTION 14 - MUTUAL INDEMNIFICATION 14.1 - Subject to the limitations contained in Sections 13 and 14, AET agrees to indemnify Client from and against damages and costs to the extent caused by AEI's intentional acts or negligent performance of the Services. 14.2 - Client agrees to indemnify AET from and against damages and costs to the extent caused by the intentional acts or negligence of the Client, Owner, Client's contractors and subcontractors or other third parties, 14.3 - If Client has an indemnity agreement with other persons or entities relating to the project for which AET's Services are performed, the Client shall include AET as a beneficiary. 14.4 - AET's indemnification to the Client, including any indemnity required or implied by law, is limited solely to losses or damages caused by its failure to meet the standard of care and only to the extent of its negligence or intentional acts. SECTION 1S- WAIVER OF CONSEQUENTIAL DAMAGES NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES INCURRED EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE. CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED TO LOSS OF USE AND LOSS OF INCOME OR PROFIT. SECTION 16 - LIMITATION OF LIABILITY Client agrees to limit AET's liability to Client resulting from AET's negligent acts, errors or omissions, such that the total liability of AET shall not exceed $50,000.00. SECTION 17 —UNIONIZATION AET reserves the right to negotiate an appropriate fee increase or to terminate its contract on three (3) days written notice to Client without incurring penalties or costs from Client, Owner and their successors, assignees, joint- venturers, contractors and subcontractors, or any other parties involved with the project for claims, liabilities, damages or consequential damages, directly or indirectly related to AET being required to provide unionized personnel on the project. Reservation of this right on the part of AET represents neither approval nor disapproval of unions in general or the use of collective bargaining agreements, SECTION 18 - POSTING OF NOTICES ON EMPLOYEE RIGHTS Effective June 21, 2010, prime contracts with a value of $100,000 or more and signed by federal contractors on projects with any agency of the United States government must comply with 29 CFR Part 471, which requires physical posting of a notice to employees of their rights under Federal labor laws. The required notice may be found at 29 Code of Federal Regulations Part 471, Appendix A to Subpart A. The regulation also has a "flow- down" requirement for subcontractors under the prime agreement for subcontracts with a value of $10,000.or more. AET requires strict compliance of its subcontractors working on federal contracts subject to this regulation, The regulation has specific requirements for location of posting and language(s) for the poster. SECTION 19- TERMINATION After 7 days written notice, either party may elect to terminate this Agreement for justifiable reasons. In this event, the Client shall pay AET for all work performed, including demobilization and reporting costs to complete the file. SECTION 20 - SEVERABILITY Any provisions of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in force. However, Client and AET will in good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable, and which comes as close as possible to expressing the intent of the original provision. SECTION 21- GOVERNING LAW This Agreement shall be construed in accordance with the Laws of the State of Minnesota without regard to its conflicts of law provisions, SECTION 22 - ENTIRE AGREEMENT This Agreement, including these terms and conditions and attached proposal and appendices, is the entire agreement between AET and Client. Regardless of method of acceptance of this Agreement by the Client, this Agreement supersedes any previous written or oral agreements, including purchase /work orders or other Client agreements submitted to AET after the start of our Services, Any modifications to this Agreement must be mutually acceptable to both parties and accepted in writing. No considerations will be given to revisions to AET's terms and conditions or alternate contract format submitted by the Client as a condition for payment of AET's accrued Services. ACS417EG (10/14) AMERICAN ENGINEERING TESTING, INC.