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PROFESSIONAL SERVICE AGREEMENT Page 1 of 6
<br />2023 PROFESSIONAL SERVICE AGREEMENT
<br />BETWEEN
<br />CITY OF RAMSEY and AMERICAN ENGINEERING
<br />TESTING, INC.
<br />THIS SERVICE AGREEMENT is made and entered into this day of
<br />The City of Ramsey ("CLIENT") and American Engineering Testing, Inc., St. Paul, Minnesota ("AET").
<br />RECITALS
<br />2023, by and between
<br />CLIENT has need from time to time for various services offered by AET, including environmental services, geotechnical
<br />engineering, subsurface exploration, materials engineering, testing, forensic services and laboratory services ("Services").
<br />This Service Agreement — Terms and Conditions ("terms and conditions") is applicable to all Services provided by American
<br />Engineering Testing, Inc. (AET). As used herein "Services" refer to the scope of Services described in the proposal submitted by
<br />AET to Client. The proposal, these terms and conditions and any appendices attached hereto shall comprise the Agreement
<br />between AET and Client for Services described in the proposal and are binding upon the Client, its successors, assignees, joint
<br />ventures and third -party beneficiaries. AET requests written acceptance of the Agreement, but the following actions shall
<br />also constitute Client's acceptance of the Agreement: 1) issuing an authorizing purchase order, task order or service order
<br />for any of the Services, 2) authorizing AET's presence on site, or 3) written or electronic notification for AET to proceed with
<br />any of the Services. Issuance of a purchase order, task order or service order by Client which contains separate terms and
<br />conditions will not take precedence or modify the terms and conditions contained in this Service Agreement.
<br />NOW THEREFORE in consideration of the foregoing, and the covenants contained herein, CLIENT and AET hereby mutually agree
<br />as follows:
<br />SECTION I - SERVICES TO BE PERFORMED BY AET
<br />A. Basic Services
<br />1. When CLIENT requests Services for a specific project ("Project"), AET shall issue a letter proposal ("Letter Proposal") setting
<br />forth additional terms and conditions pursuant to which AET will perform the Services, e.g., the scope of Services for such
<br />Project and additional or alternate payment provisions. The Proposal is valid for thirty (30) day after such issuance to the
<br />Client. The Letter Proposal, the terms and conditions set forth in this Service Agreement and any appendices attached
<br />hereto shall comprise the Agreement between AET and CLIENT for Services for a Project and are binding upon the CLIENT,
<br />its successors, assignees, joint venturers and third -party beneficiaries.
<br />2. Billing rates and invoicing for the Services will be in accordance with Section III of this Agreement —Payment to AET.
<br />3. AET requests written acceptance of the Letter Proposal(s), but the following actions shall also constitute CLIENT's
<br />acceptance of the Agreement for a Project: 1) issuing an authorizing purchase order, task order or service order for any of
<br />the Services, 2) authorizing AET's presence on site, or 3) written or electronic notification for AET to proceed with any of
<br />the Services.
<br />4. The scope of Services may include, but shall not be limited to environmental services, geotechnical engineering, subsurface
<br />exploration, materials engineering, testing, forensics, and laboratory services.
<br />5. AET shall perform its Services as an independent contractor. Except where otherwise provided in this Service Agreement,
<br />AET shall be responsible for the means and methods used in performing Services under this Service Agreement, and is not
<br />in a joint -venture with CLIENT. CLIENT or its designated representative shall coordinate AET's Services and shall facilitate
<br />the exchange of information among AET and the independent professional associates and consultants engaged by CLIENT.
<br />6. AET will perform Services consistent with the level of care and skill normally performed by other firms in its profession at
<br />the time of the Services and in the same geographic area, under similar budgetary constraints.
<br />7. AET shall request and obtain from CLIENT the data and information considered important for the performance of AET's
<br />Services. Documents prepared by AET and the Services will conform to applicable Federal, State, and local laws, rules,
<br />regulations, ordinances, codes, orders, and other legal requirements. AET's communications to or with CLIENT's other
<br />independent professional associates and consultants will be through or with the knowledge of CLIENT.
<br />8. AET will contact the state "call before you dig" notification center (e.g. Gopher State One Call in Minnesota), if such an
<br />entity exists, for location information of public utilities only. AET shall have no obligation to proceed with the work until
<br />CLIENT has fully complied with all the requirements of Paragraphs 8 — 11.
<br />9. CLIENT will mark or cause to be marked the location of all other underground utilities and structures (Facilities) that service
<br />or are located on the site. AET shall be entitled to rely upon the accuracy of all location information supplied by any source.
<br />10. CLIENT acknowledges that location data may be incorrect or that some Facilities may not be capable of location and CLIENT
<br />fully accepts this risk and waives any claims against AET for incorrect locations or Facilities incapable of location.
<br />ACS411 (1/23) AMERICAN ENGINEERING TESTING, INC.
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