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

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PROFESSIONAL SERVICE AGREEMENT Page 3 of 6 C. General 1. If CLIENT disputes any matter or information contained in an AET invoice for the Services, CLIENT shall so notify AET within fifteen (15) days of receipt of the AET invoice. If CLIENT fails to notify AET of any dispute to an invoice within fifteen (15) days, invoices will be deemed accepted by CLIENT, and no longer subject to dispute. 2. Invoices for Services will be processed, and payments made by CLIENT to AET within thirty (30) days of the date of receipt of invoice. 3. Service charges for unpaid invoices shall be imposed at the rate of 1.5% per month or the highest rate permissible by law, whichever is less. 4. CLIENT shall indemnify and hold AET harmless for all costs of collection of unpaid invoices, including reasonable attorneys' fees. SECTION IV - GENERAL CONSIDERATIONS A. Personnel and Timing 1. AET has, or will secure, qualified personnel, equipment, and facilities to complete the Services it agrees to provide pursuant to this Service Agreement. 2. No Services will commence until written notice to proceed is given to AET by CLIENT. 3. The Services shall be commenced and carried out in accordance with a schedule which AET and CLIENT shall agree upon. The time and compensation within which AET shall perform its services shall be extended and/or adjusted for delays caused by acts of God or other circumstances beyond the control of AET. B. Project and Agreement Changes The terms of this Service Agreement or a Letter Proposal may be changed only by the written mutual consent of CLIENT and AET. C. Termination Either CLIENT or AET may terminate this Service Agreement without cause by giving thirty (30) days' prior written notice to the other party of such termination and specifying the effective date of termination. In such event, copies of documents, data, reports, work papers, studies, drawings, maps, models, and photographs prepared by AET shall become the property of CLIENT. AET retains the right to maintain a complete file in its archiving system. This Service Agreement may be terminated by either party for material breach, including without limitation, failure by CLIENT to pay invoices, upon seven (7) days written notice to the other party. Regardless of the reasons for termination or the party electing termination, CLIENT shall pay AET for all work performed pursuant to this Service Agreement prior to the effective date of termination and for costs incurred as a result of any early termination, including demobilization and reporting costs to complete the file. CLIENT's use of AET's work for any purpose other than that set forth in a Letter Proposal shall be unauthorized by AET, at CLIENT's sole risk and shall constitute CLIENT's waiver of any obligation by AET to indemnify CLIENT pursuant to Section IV, paragraph H, following. D. Records 1. Fiscal records of AET pertinent to AET's compensation and payments under this Agreement will be kept in accordance with standard accounting practices. 2. AET shall maintain all original records (fiscal and other) and design calculations on file in legible form for a period of not less than two (2) years. 3. AET's records and design calculations will be available at AET's office at reasonable business hours upon reasonable notification for examination and audit if required. E. Insurance 1. AET maintains insurance with coverage and limits shown below. AET will furnish certificates of insurance to CLIENT upon request. 2. AET maintains the following insurance coverage and limits of liability: ACS411 (1/23) AMERICAN ENGINEERING TESTING, INC.