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2022-4071
CONTRACT #2022-4071 March 22, 2022 City of Columbia Heights 637 38th Avenue NE Columbia Heights, Minnesota 55421 Attn: Mr. Kevin Hansen, PE — City Engineer KHansen@columbiaheightsmn.gov RE: Quality Assurance Testing Proposal Central Avenue Sewer Manhole Improvements City of Columbia Heights, Minnesota AET Proposal No. P-0011264 Dear Mr. Hansen: AMERICAN ENGINEERING TESTING Thank you for the opportunity to provide a proposal to perform testing services on the referenced project. This proposal has been prepared in response to the recent request from Bolton & Menk by email on March 17, 2022, and describes our understanding of the project, our anticipated scope of services, our unit rates, and an estimated total fee to perform these services. PROJECT INFORMATION The City of Columbia Heights (the City) will be performing sewer manhole improvements project during the 2022 construction season. Work/Construction is anticipated to begin and be completed during the 2022 construction season. The project area will include Central Avenue between 37th Avenue and 45th Avenue. The project will be funded with municipal funds. Plans by Bolton & Menk, dated February 2022, were available to us for review at the time this proposal was authored. Specifications were not available. We understand Construction Inspection and Contract Management of the project will be performed by Bolton & Menk, Inc. (BMI). 550 Cleveland Avenue North I Saint Paul, MN 55114 Phone (651) 659-9001 1 (800) 972-6364 1 Fax (651) 659-1379 1 teamAET.com I AA/EEO This document shall not be reproduced, except in full, without written approval from American Engineering Testing, Inc. Quality Assurance Testing Proposal Central Avenue Sewer Manhole Improvements, Columbia Heights, Minnesota March 22, 2022 AET Proposal No. P-0011264 /AAM E 4 1 C AN ENGINEERING TESTING GEOTECHNICAL INFORMATION A geotechnical exploration and analysis was performed for this project by AET. The results were presented in our Report of Geotechnical Exploration and Review, dated February 25, 2022 (AET Project No. P-0006922). Reference should be made to that report for more details regarding site conditions and recommendations. PROJECT APPROACH During the construction improvements, AET will provide experienced MnDOT certified Engineering Technicians to perform sampling and material testing services as directed by BMI personnel. For this project, Robert Olson will be AET's contact. He can be reached at (763) 742- 8651 (office). AET requires a minimum of 24 hours' notice of the need for Services. Saturday and Sunday are not included in this minimum amount of notice. We understand that BMI will contract with MnDOT Metro Inspections for bituminous and concrete plant monitoring. SCOPE OF SERVICES Based on our review of the available plans and our experience with on similar projects, our anticipated scope of services is outlined below. These services will be provided on an on -call basis coordinated through authorized BMI field personnel. Soils Sampling and Testing Our estimate of the sampling and testing to be performed on the grading and base items is based on estimated testing as requested by BMI personnel. AET will perform MnDOT Relative Density testing (Proctor) as well as in -place density and moisture testing on the following materials: • Utility Trench Backfill Subgrade Preparation The MnDOT Dynamic Cone Penetrometer will be used to verify compaction on the granular sections, including the Select Granular Borrow and the Class 5 Aggregate Base sections of the project as requested by BMI personnel. AET will perform the sampling of the Class 5 Aggregate Base materials and transport the samples to our St. Paul, Minnesota laboratory. BMI personnel will update AET on the schedule of material placement, material sources (including changes in source), and changes in quantities. Page 2 of 6 Quality Assurance Testing Proposal Central Avenue Sewer Manhole Improvements, Columbia Heights, Minnesota March 22, 2022 AET Proposal No. P-0011264 /AAM E R I CAN tW*i EERY 4 Tl STik0 Subgrade Test -Roll Observations During or after final grading of the pavement subgrade soils, AET personnel will observe test - rolling (if requested). These observations will be performed by a Staff Engineer on an on -call basis. Our scope of services will include the following: ■ Observe the reaction/stability of the pavement subgrade soils as they are test -rolled by a loaded, tandem -axle dump truck. • Evaluate the subgrade deflections under the wheel loads, and mark areas of excessive deflection. Areas of excessive deflection will be shown to personnel from the contractor and/or their subcontractors. ■ Provide recommendations for correction of the unstable subgrade soils. Bituminous Subgrade & Base Test -Roll Observations and Testing During or after final grading of the pavement subgrade soils and aggregate base, AET personnel will observe test -rolling of the pavement subgrade soils and aggregate base. These observations will be performed by a Staff Engineer on an on -call basis. Our scope of services will include the following: • Observe the reaction/stability of the pavement subgrade soils and aggregate base as they are test -rolled by a loaded, tandem -axle dump truck. ■ Evaluate the subgrade deflections under the wheel loads, and mark areas of excessive deflection. Areas of excessive deflection will be shown to personnel from the contractor and/or their subcontractors. • Provide recommendations for correction of the unstable subgrade soils. Bituminous Pavement Sampling and Testing As bituminous paving is being completed, AET personnel will pick-up companion samples provided by the contractor, during each day of paving, and transport the samples to our St. Paul, Minnesota laboratory. Samples will be tested in our laboratory for MnDOT Gyratory Mix Properties as follows: • Gyratory Density (AASHTO T 312) MnDOT Modified • Rice Specific Gravity (ASTM D2041) ■ Asphalt Extraction and Aggregate Gradation (ASTM D2172 Method E-11) MnDOT Modified C137 and C117 • Fine Aggregate Angularity (AASHTO T 304, Method A, MnDOT 1206.5) • Percent Crushed Particles (MnDOT 1214.8) Page 3 of 6 Quality Assurance Testing Proposal Central Avenue Sewer Manhole Improvements, Columbia Heights, Minnesota March 22, 2022 AET Proposal No. P-0011264 /AAM ER ICAN ENGINEERING TESTING BMI personnel will coordinate the removal of both the contractor and companion cores with the contractor. After the completion of the coring, AET will retrieve companion core samples from the project contractor for laboratory testing. This testing will include the following: • The thickness of each layer of the core sample • The density of each layer of the core sample When placement of the bituminous base and wear layers begins, an Engineering Technician will make site visits on an on -call basis to perform nuclear density gauge verification testing of the bituminous. BMI will determine and mark the random nuclear density test locations of the bituminous. AET understands that we will test one location per lot for verification testing of the Contractor's results. The Contractor's QC personnel will perform nuclear density gauge on each lot as determined by BMI. Concrete Sampling and Testing During the placement of concrete curb and gutter and sidewalk, AET will perform field testing consisting of slump, air content, temperature of the plastic concrete, and casting of cylinders for compression testing. AET will perform field testing for slump, air content, and temperature as requested by BMI personnel for of each type of concrete placed each day. Compressive strength cylinders (1 set of 3 cylinders) are required as requested by BMI personnel for each type of concrete placed each day; the cylinders will be retrieved the following day for curing and testing in our laboratory. The 3 cylinders are to be tested at 28-days. We are proposing to cast sets of 5 cylinders, with compressive strength testing as follows: 1 at 7 days, 3 at 28 days, and the 5th cylinder will be held in reserve for future testing if the 28-day strength requirement is not met. We have assumed BMI personnel will be compiling the concrete batch tickets, certificates of compliance, and AET's field test results of the plastic concrete, which we will provide each day we are on -site performing testing services. Concrete and Bituminous Plant Inspection This proposal does not incorporate the time and cost to perform concrete or bituminous plant inspections. These services will be provided at your request. Page 4 of 6 Quality Assurance Testing Proposal Central Avenue Sewer Manhole Improvements, Columbia Heights, Minnesota March 22, 2022 AET Proposal No. P-0011264 AM E R ICAN REPORTING AET staff will prepare reports for BMI to review. These reports will include the results of our field and laboratory testing as performed per BMI personnel testing frequencies referenced in the project documents. ESTIMATED FEES Our services will be provided on a unit cost basis according to the unit rates provided in the attached Materials Testing Estimate. Our invoices will be determined by multiplying the number of personnel hours or tests by their respective unit rates. The rates are from the annual fee schedule for 2022 projects. We have estimated a "likely needed estimate" which is the cost that we anticipate will be required to complete the previously described testing services, based on our experience and assumed scheduling of the project. Our "likely needed" estimated fee is $31,732.80. We refer you to the attached Materials Testing Estimate as reference to how we arrived at this estimated cost. We caution that this is only an estimated cost. We caution that this is only an estimated cost. Often, variations in the overall cost of the services occur due to reasons beyond our control, such as weather delays, changes in the contractor's schedule, unforeseen conditions, or retesting. These variations will affect the actual invoice totals, either increasing or decreasing our total costs for the project from those estimated in this proposal. If more time or tests are required, additional fees may be needed to complete the project testing services. If less time or tests are needed, a cost savings will be realized. We will not, however, exceed the estimated total cost for the project without first obtaining your authorization. TERMS AND CONDITIONS All AET Services are provided subject to the Terms and Conditions set forth in the enclosed Construction 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 only upon written acceptance of the proposal. ACCEPTANCE 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: 1) issuing an authorizing purchase order for any of the Services described in this Page 5 of 6 Quality Assurance Testing Proposal Central Avenue Sewer Manhole Improvements, Columbia Heights, Minnesota March 22, 2022 AET Proposal No. P-0011264 A M E R ICAN ENGINEERING TESTING proposal, 2) authorizing AET'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. GENERAL REMARKS AET appreciates the opportunity to provide this service for you and looks forward to working with you on this project. If you have any questions or need addition information, please contact me. Sincerely, American Engineering Testing Robert J Olson, PE (MN) 'Kevin Beidelman Branch Manager Staff Geologist rolson@teamAET.com kbeidelman@teamAET.com 763-742-8651 763-244-5413 Attachments: Materials Testing Estimate Construction Service Agreement — Terms and Conditions Certificate of Insurance W9 AET PROPOSAL No. P-0011264 A EPTANCE AND AUTHORIZATION 444/ <=A�� Z Signature: , , Dat M Gid 0, MA�t& IS; r14 kjc,-, Printed Name: Amada Marquez Simula Kelli Bourgeois Title: Mayor City Manager Representing: City of Columbia Heights Page 6 of 6 0 O 0 O Cl O c a o a g g d q O P 0 Q a Q a O o O Q Qp Q Q o O o G a C o a a 6 o O coo cep Q �k C G C C C7 N p O N m O a Y N n 2 c+) rn N o a J v o o 0 0 o o Q C O a O 0 O 0 O 0 O 0 o 0 0 a Q 0 o a a o 0 c O o o q 0 Q 0 o 0 0 E OJ gof- O v r- O ov O O O O O O a'n O Y] [V m 0 �w O 10 N 4'i N N o0 El C_ cl N N r 7 C. O O O O pp o 0 0 0 0 C1 0 a a O a a a 11 O O O a s a 0 a a a Q a a a 4 P Q o Q a c0 Lo O N 0 U'j In 0 Qi u] W7 .� M K1 v H v t7 w p O U p N y V CD V N V 0 0 0 0 '._] N N O m N ( m w m J o E E N N 0 0 0 0 0 O N V O m I C_ N � W y W C O] C cr a) } C 2 0 p 2 0 � } m al O L N i C L7 QZ t a j N y C r m U m m �'�r' m `o t7—o LL W .0ad a wv m rn T 07 U G7 L [;J U d w N D .= N o .� a o m p= O U co N E Yj H _ mZ 2� m ❑ tm mm n. t m m m 0 c w V w N 'N od c c m w V o f ra E " p �° _� E .0D a 0� a o W U= H X y .m o 0)E V s m m EwCL n o ,� 0 IL cn C7 01 a w _. m a m a W a v a U U U jm O u7 10 m O O N m 2 w acqco O N N F 2.1 r O .ET � T F 0 U U F U 2 V a E m m .d c d C z a a] CJ .0 m W 2 = m (D a a. U) N m m m a_ C 3 � O w l0 a) E U Z' K O c •➢ O `O-' c cc m - �o '03 io ¢ w 11 U F7 «IrolmlolmlID m m V M c+] tm00 O v p U 3 E C i ai C �o�eQ c W 00 N n � O Y M N J c CO 0 0 m N N w d - C O1 N N Q E � 0 E c o m al o 0 O O 0 O V 0 O V 0 0 O O O O7 > w C E m � N � v m 3 m C ca m x x x x x ❑' m N r (0 N w CO m N V Y C y 0 U N c6 07 m a co U y N v r E m m° E E 'ot E o m oo C m R F EO N N C U C m mn O Q E o 2 a) o C 7 W i� U m 3 C W C w o N a) !n 0 ILL d o m aa)C w ° E Im U Di ID a1 ca C C W Q � 3 U o �W W C O _(A O a 0 Q' CL U 16 2 CL a) 15 E W N N a CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 1 of 4 SECTION 1- RESPONSIBILITIES 1_1—This Service Agreement —Terms and Conditions ("terms and conditions") is applicable to all services ("Services") provided by American Engineering Testing, Inc. (AET). As used herein "Services" refer 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 ("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 A greement but the fo I lowi ng actions shall also constitute Client's acce ptance of the Agree ment: 1 issui ng an au th oriz i ng p urchase order task order service order, or a ny other documentation for a ny of the Services 2 authorizing AET's resence on site or 3 written or electronic notification for AET to proceed with any of the Services. Issuance of a purchase order, task order or service order by Client which contains separate terms and conditions will not take precedence or modify the terms and conditions contained in this Service Agreement. 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 their client and/or Owner which contain flow -down provisions to AET, if they are included, site safety plans or other documents which may control or affect AET's Services. If new information becomes available or changes are made 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 of AET. Client will provide a representative for timely answers to project -related question5'&AET. 1_3 - AET observes and tests earthwork and other construction operations and materials, and may provide opinions, conclusions and recommendations regarding the same. However, AET's Services do not relieve the contractors of their contractual responsibility to perform their work in accordance with approved plans, specifications and building code requirements. 1_4 - AET personnel do not have authority to accept, reject, direct or otherwise approve the work of the contractor. AET cannot stop work or waive or alter the requirements of the project documents. Any authority given to AET by Client must be in writing prior to the start of Services. 1_5 - AET does not perform construction management, general contracting orsurveying services and our involvement with the project does not constitute any assumption of those responsibilities. 1_6 - Services performed by AET often include sampling at specific locations. Client acknowledges the limitations inherent in sampling. Variations in conditions occur between and beyond sampled/tested locations. The passage oftime, 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. 1_7 - AET is not responsible for interpretations or modifications of AET's recommendations by other persons. 1_8 - Should change in conditions be alleged, Client agrees to notify AET before evidence of alleged change is no longer accessible for evaluation. 1_9 - Test borings and/or cone penetration test soundings to a proper depth below foundation grade and the base of suitable bearing soils are recommended to explore the deeper unseen soil and ground water conditions. Judgments made by AET personnel regarding the suitability of materials and ground water conditions below the bottom of an excavation are limited if sufficiently deep test borings/soundings are not provided by the Client prior to our observations and judgments. AEI's opinions, conclusions and recommendations are qualified to that extent. 1.10 — 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. 1.11—The AET proposal accompanying these terms and conditions is valid for ninety (90) days afterthe proposal issuance date to the Client. Any attempt to authorize Services after the expiration date is subject to AET's rightto revise the proposal as necessary. SECTION 2 — ON CALL SERVICES 2_1 - If AET's Services are performed on an on -call basis at the direction of the Client or its authorized representatives, Client acknowledges the inherent limitations associated with performing engineering judgments and testing Services on an on -call basis, including without limitation, the inability to completely evaluate, document or judge work and conditions not directly observed or tested by AET. AET's opinions, conclusions, and recommendations are qualified to the extent of those limitations. 2_2 - Density tests of fill soils represent conditions only at the locations and elevations tested and do not necessarily represent conditions laterally, above or below. AET can only provide judgments regarding the engineered fill system to adequately support the design construction loadings by monitoring the filling process on a continuous basis for consistency of soil type, moisture content, lift thickness, and compaction effort. 2_3 — AET requires a minimum of 24 hours' notice of the need for Services. AET will not be liable for claims, damages, or delays related to failure of Client to provide adequate advance notice to AET. SECTION 3 - SITE ACCESS, UNDERGROUND FACILITIES AND CONSTRUCTION STAKING 3_1 - Client will furnish AET safe and legal site access. 3_2 — With the exception of public utilities which AET will contact state "call before you dig" notification centers (e.g. Gopher State One call in Minnesota), Client will mark or cause to be marked the location of all other underground utilities and structures (Facilities) that service or are located on the site. AET shall be entitled to rely upon the accuracy of all location information supplied by any source. 3_3 — Client shall hold harmless, indemnify and defend AET from all claims, damages, losses, fines, penalties and expenses (including attorney's fees) arising out of or related to the following: a) Facilities that are not shown or vary from the locations shown on any plans or drawings, b) Facilities that are not located by or vary from the locations marked by Client, governmental or quasi -governmental locator programs, or private utility locating services, or c) any other Facilities that are not disclosed or vary from locations provided by the Client. The obligation to defend AET shall be independent of the obligation to indemnify and hold harmless AET and shall be with independent counsel acceptable to AET. 3_4 - The location and elevation of a proposed structure or facility shall be staked (with offsets) and controlled by surveying or GPS equipment by others. AET's measurements are made in relation to that information. The reliability of any opinions, conclusions, and recommendations based on those measurements is strictly dependent on the accuracy of the staking or GPS information provided by others. 3_5 - During construction, observations and testing Services are based on the positioning of the formwork by the contractor or its subcontractor. AET will not be responsible for any errors or damages resulting from improper location or positioning of the formwork. ACS 403C (01/22) AMERICAN ENGINEERING TESTING, INC. CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 2 of 4 SECTION 4 - SAFETY 4_1 - Client shall inform AET of any known or suspected hazardous materials or unsafe conditions at the site. Client or its authorized representative(s) is responsible for the safety of the jobsite. 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. 4_2 - 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 5 -SAMPLES 5_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 AEI's discretion. 5_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 6 - PROJECT RECORDS The original project records prepared by AET will remain the property of AET. AET 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 7 - 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 8 - INSURANCE AET maintains insurance with coverage and minimum limits shown below. AET will furnish certificates of insurance to Client upon request. 8.1 — Workers' Compensation Employer's Liability Commercial General Liability Automobile Liability Professional/Pollution 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 8_2 - Commercial General Liability insurance will include coverage for Products/Completed Operations extending one (1) year after completion of AET's Services as outlined in our proposal, Property Damage, Personal Injury, and Contractual Liability coverage applicable to AET's indemnity obligations under this Agreement. 8_3 Automobile Liability insurance shall include coverage for all owned, hired and non -owned automobiles. 8_4 Professional/Pollution Liability Insurance is written on a claims -made basis and coverage will be maintained for one (1) year after completion of AEI's Services as outlined in our proposal. Renewal policies during this period shall maintain the same retroactive date. 8_5 -To the extent permitted by applicable state law, and upon Client's signing of the proposal, which includes these Terms and Conditions, and return of the same to AET, or Client provided forms of acceptance as defined in Section 1.1; Client and Owner shall be named an "additional insured" on AEI's Commercial General Liability Policy (Form CG D414, which includes blanket coverage for the Additional Insured on a Primary and Non -Contributory basis). Client and Owner shall also be named an "additional insured" on a Primary and Non-contributory basis on AEI's Automobile Liability Policy (Form CA T4 74). Any other endorsement, coverage or policy requirement may result in additional charges. 8_6 - AET will maintain 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 or ten (10) days' notice for non-payment of premium. 8_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 9 - DELAYS If delays to AET's Services are caused by Client or Owner, other parties, strikes, natural causes, pandemic, weather, or other items beyond AET's control, a reasonable time extension for performance of the Services shall be granted, and AET shall receive an equitable fee adjustment. ACS 403C (01/22) AMERICAN ENGINEERING TESTING, INC. CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 3 of 4 SECTION 10 - PAYMENT. INTEREST AND BREACH 10.1- Invoices are due net thirty (30) days from the date of receipt of an undisputed invoice, but not greater than 45 days from the date of the invoice. Client will inform AET of invoice questions or disagreements within fifteen (15) days of invoice date; unless so informed, invoices are deemed correct. 10.2— 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. 10.3—AET reserves the right to pursue any unpaid invoice utilizing available remedies at law. AET explicitly reserves its Mechanic Lien or Bond Claim rights for nonpayment of an undisputed invoice. Client is responsible for paying AET expenses and attorney fees related to collection of past due invoices. SECTION 11- CHANGE ORDERS AET's proposal associated with this project provides an estimated cost for the work. If the proposal amount is a time and material estimate, or if changes occur affecting the project scope, estimated quantities, project schedule or other unforeseen conditions, AET will communicate with Client and request a change order. However, nothing in this agreement shall be construed in any way as a waiver of payment by Client to AET for Services authorized under this agreement. Approval of a change order may be in writing, by electronic communication, or any directive for additional Services. SECTION 12 - MEDIATION 12.1 - Except for enforcement of AET'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 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 and each party shall pay their own legal fees. 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 10 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 other direct costs. SECTION 14 - MUTUAL INDEMNIFICATION 14.1- Subject to the limitations contained in Sections 14 and 17, AET agrees to indemnify Client from and against damages and costs to the extent caused by AET's negligent performance of the Services. 14.2 - Client agrees to indemnify AET from and against damages and casts 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 AEI's Services are performed, the Client shall include AET as an Additional Insured. 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. SECTION 15 - NON -SOLICITATION Each party to this Agreement (a "Party") agrees that it will not encourage, induce, or actively solicit any employee of the other party to leave their employment for any reason, provided that neither Party is precluded from (a) hiring any such employee who has been terminated by a Parry or its subsidiaries prior to commencement of employment discussions between a Party and such employee, or (b) soliciting any such employee by means of a general advertisement or through an employment agency that does not specifically pursue the employee, or (c) hiring employees or former employees of the other Party who contact the Party on its own accord. This Non -Solicitation provision shall be effective and enforceable for six (6) months following termination of this Agreement. SECTION 16- MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES Except as specifically set forth herein and to the extent permitted by applicable law, Client and AET waive against each other, and each other's officers, directors, members, subcontractor, agents, assigns, successors, partners, and employees any and all claims for or entitlement to special, incidental, indirect, punitive, or consequential damages arising out of, resulting from, or in any way related to the Services provided by AET under this Agreement. This mutual waiver of consequential damages includes, but is not limited to, the following: loss of profits; loss of revenue; rental costs/expenses incurred; loss of income; loss of use of property, equipment, materials or services; loss of opportunity; loss of rent; loss of good will; loss of financing; loss of credit; diminution ofvalue; loss of business and reputation; loss of management or employee productivity or the services of such persons; increased financing costs; cost of substitute facilities; cost of substitute goods/property/equipment; cost of substitute services; and/or cost of capital. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement in accordance with the provisions of the Agreement and related documents and shall survive any such termination. SECTION 17 - LIMITATION OF LIABILITY To the fullest extent permitted by applicable law, the total aggregate liability of AET and its officers, directors, partners, employees, subcontractors, agents, and sub -consultants, to Client and/or Client's employees, officers, directors, members, agents, assigns, successors, or partners, or anyone claiming through Client, for any and all injuries, damages, claims, losses, or expenses (including attorney's fees and costs) arising out of, resulting from or in any way related to Services provided by AET from any cause or causes, including, but not limited to, its negligence, professional errors and omissions, strict ACS 403C (01/22) AMERICAN ENGINEERING TESTING, INC. CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 4 of 4 liability, breach of contract, or breach of warranty shall not exceed the total compensation in excess of costs received by AET for Services or $50,000, whichever is greater. The limitation of liability set forth herein does not apply to claims arising solely out of or related to the willful or intentional acts of AET. 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 at29 Code of FederalReotllatfons Part 471. AppendiXA roSubuartA. 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 work for justifiable reasons. In this event, the Client shall pay AET for all Services performed, including demobilization and reporting costs to complete the Services. 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 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. ACS 403C (01/22) AMERICAN ENGINEERING TESTING, INC. AMtKGUN-1 Z AKU,' CERTIFICATE OF LIABILITY INSURANCE 7 12161201YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 20443386 CONTACT Ann Ross NgME- Hub International Great Plains PHONE Fax 245 E. Roselawn Avenue AIc No. Exr : (651) 288-5137 A1C. He ; g51 y 286-0560 Suite 31 * ' _ann.rohubintemational.cotn Saint Paul, MN 55117-1940 „_,_ _ INSURERA:The Phoenix Insurance Company 25623 INSURED AMERICAN CONSULTING SERVICES INC INSURER B : The Travelers Indemnity Company of America 25666 AMERICAN ENGINEERING TESTING INC INSURER C : Travelers Property Casualty Company of America 25674 AMERICAN PETROGRAPHIC SERVICES INC INSURERD:The Travelers Indemnity Company25658 ST AUL,CLEVM 55 AVE N INSURERE: Continental Casual Company 20443 ST PAUL, MN 55114-1804 INSURER F : COVERAGES CERTIFICATE NUMBER: _ REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRrypE OF INSURANCE ADDL I3UBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A �"mERCIAL GENERAL LIABILITY 2,000,000 ENT1� EACH OCCURRENCE S CLAIMS -MADE occuR P630539K8896PHX22 1/1/2022 1/1/2023 DAMAGETCtREAITEb 1,000,000 E8 OGfrCS$ S i _ -- -___ 101000 L AGGREGATE LIMIT APPLIES PER: PRO- POLICYF PRO 1. l LOC J AUTOMOBILE LIABILITY . X . ANY AUTO OWNED SCHEDULED AUTOS ONLY R AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY C X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE x 01 DED I I RETENTIONS D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERWEMBER EXCLUDE( N N 1 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E RETRO:070287 4,000,0 LIMIT i Q 2,000 8102L6457122143G I 1/1/2022 11112123 BODILY INJURY Per arson S BODILY INJURY "Per accident) S CUP31K2260092143 1 1/1/2022 1 1/1/2023 1 ,,,,, _ _ 14 10,0 UB9H9151012143G 1/1/2022 1/1/2023 E.L. EACH ACCIDENT 1,000,000 1rL- DJSEASE- EA EMPLOYEA S 1,000,000 EL- DISEASE -POLICY LIMIT S 1,000,000 ECH254066939 1/112022 1/1/2023 'EACH CLAIM 10,000,000 ECH254066939 1/1/2022 1/1/2023 AGGREGATE 15,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RENEWALS: contracts@teamAET.com CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ILLUSTRATION CERTIFICATE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Formw-19 Request for Taxpayer Give Form to the (Rev. October2016) Identification Number and Certification requester. Do not D7 parr^ent of lhe Treasury send to the IRS. Irternal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information. t Name (as shown on your income tax return). Name is required on this line; do not leave this line blank ANERICAN ENGINEERING TESTING, INC. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check, only one of the 4 Exemptions (codes apply only to following seven boxes, certain entities, not individuals; see I instructions on oaoe & ❑ Individual/sole proprietor or ❑ C Corporation 213 Corporation ❑ Partnership ❑ Trust/estate single -member LLC Exempt payee code (if any) ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► Note. Check the appropriate box In the line above for Me tax classification of the single -member owner. Do not Check Exemption from FATCA reporting LLC If the LLC Is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is code (if any) another LLC that s nat disregarded from the owner for U.S. federal tax purposes. 0lherwise, asIngle»member LLC that is disregarded from the owner should check the appropriate box for the tax class+rication of its owner: Other (see instructions) ► 5 Address (number, street, and apt, or suite no.) See instructions. 550 CLEVELAND AVENUE NORTH 0 6 City, state, and ZIP code SAINT PAUL, MN 55114 7 List account number(s) here (optional) Taxoaver Identification Number (TIN) Inuo�es to accounts mMMamed outa-oe the U S.) Requester's name and address (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid —I Soclai security number backup withholding. For individuals, this is generally your social security number ( late. However, fora _l.__.L___l ^ L resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. 4 F1 1 — 0 1 9 1 7 1 7 1 5 1 2 1 1 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt pontributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the c ICation, but you must provide your correct TIN. See the instructions for Part II, later. Sign tur Here I U.S. appiso�nr► il. I — t Date► 1 1 A, 7 General Instrtictions • Form 1099-DIV (dividends, incKidin6 those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise • Form f 099-MISC (various types of income, prizes, awards, or gross noted. proceeds) Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain other related to Form W-9 and its instructions, such as legislation enacted transactions by brokers) after they were published, go to www.irs.gov/FormW9. • Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1099 (home mortgage interest), 1098-E (student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T (tuition) identification number (TIN) which may be your social security number • Form 1099-0 (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number a Form 1099-A (acquisition or abandonment of secured property) (EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S, person (including a resident amount reportable on an information return. Examples of information alien), to provide your correct TIN. returns include, but are not limited to, the following. If you do not return Form W-9 to the requester with a TIN, you might • Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231 X Form W-9 (Rev. 10-2018) L1 = 1 1