Agenda - Council - 04/25/2023 - Laserfiche WebLink

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PROFESSIONAL SERVICE AGREEMENT Page 2 of 6 11. 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. 12. CLIENT acknowledges that, in the normal course of fieldwork, some damage to the site may occur. AET shall take reasonable precautions to minimize such damage and shall patch bore holes placed through pavement or slab areas after performance of borings. Except for the foregoing, restoration of the site shall be the responsibility of CLIENT. 13. To the extent required by law, AET shall report to CLIENT any contamination detected or of which AET becomes aware during the course of providing Services on a Project. 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 costs and/or which entitle AET to terminate Services on the Project. 14. Known or suspected hazardous material samples obtained by AET shall remain the property of CLIENT. AET reserves the right to return such samples to CLIENT. 15. AET shall only be responsible for safety of AET employees at the site. B. Additional Services Any additional Services requested by CLIENT for a Project shall be subject to the terms and conditions of this Service Agreement. A supplemental Letter Proposal may set forth the nature of the additional Services to be performed, the schedule, if appropriate, in which the Services must be completed, any variance in the amount or terms for payment for the Services from such amounts or terms set forth in an initial Letter Proposal and such other terms and conditions and appendices upon which the parties may mutually agree. C. 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 if AET's fees are approaching the proposal amount and request a change order. However, nothing in this agreement shall be construed in any way as a waiver of Client's payment to AET for services ordered under this agreement. Approval of a change order may be in writing or by electronic communication. SECTION II - CLIENT'S RESPONSIBILITIES A. CLIENT shall: 1. Make available to AET drawings, specifications, schedules, and other information, interpretation, and data which were prepared for or by CLIENT, or its consultants, and which CLIENT and AET consider pertinent to AET's responsibilities hereunder, all of which AET may rely upon in performing Services hereunder except as may be specifically provided in writing. 2. Provide AET information known by CLIENT concerning possible site contamination. 3. Make arrangements for safe and legal access to and make necessary provisions for AET to enter upon public and private property as required for AET to perform Services under this Service Agreement. 4. Give prompt written notice to AET whenever CLIENT observes or otherwise becomes aware of any development that in CLIENT's determination may affect the scope or timing of AET Services or any defect or non-conformance in the work of AET that may in CLIENT's determination affect the Project. 5. Advise AET of the identity of other independent professional associates or consultants participating in the design or construction administration of this part of the Project and the scope of such third -party services. 6. Be responsible for the safety of CLIENT's employees at the work site. SECTION III - PAYMENT TO AET A. General (Annual Schedule Rate) Except as described in Paragraph 6 of this Section III, CLIENT shall compensate AET for all Services at rates set forth on AET's standard fee schedule in effect in the year in which Services are provided. CLIENT acknowledges receipt of AET's current standard fee schedule or the fees included in the Letter Proposal. AET's then -current standard fee schedule is available upon CLIENT's request. B. Specific Proiects Any variance from AET's standard fee schedule or terms of payment shall be as set forth in the Letter Proposal attached hereto or any additional or supplemental Letter Proposal issued by AET and accepted by CLIENT. ACS411 (1/23) AMERICAN ENGINEERING TESTING, INC.