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PROFESSIONAL SERVICE AGREEMENT Page 4 of 6
<br />Workers' Compensation
<br />Employer's Liability
<br />Statutory Limits
<br />$100,000 each accident
<br />$500,000 disease policy limit
<br />$100,000 disease each employee
<br />Commercial General Liability $1,000,000 each occurrence
<br />$1,000,000 aggregate
<br />Automobile Liability $1,000,000 each accident
<br />Professional/Pollution Liability Insurance $1,000,000 per claim
<br />$1,000,000 aggregate
<br />3. Commercial General Liability insurance will include coverage for Products/Completed Operations extending one (1) year
<br />after completion of AET's services, Property Damage including Completed Operations, Personal Injury, and Contractual
<br />Liability insurance applicable to AET's indemnity obligations under this Agreement.
<br />4. Automobile Liability insurance shall include coverage for all owned, hired and non -owned automobiles.
<br />5. Professional Liability Insurance is written on a claims -made basis and coverage will be maintained for one (1) year after
<br />completion of AET's services. Renewal policies during this period shall maintain the same retroactive date.
<br />6. To the extent permitted by applicable state law, and upon Client's signing of the proposal, which includes these Terms
<br />and Conditions, and return of the same to AET, or Client provided forms of acceptance as defined in Section 1.1; Client
<br />and Owner shall be named an "additional insured" on AET's Commercial General Liability Policy (Form CG D4 14, which
<br />includes blanket coverage for Products/Completed Operations and on a Primary and Non -Contributory basis). Client
<br />and Owner shall also be named an "additional insured" on a Primary and Non-contributory basis on AET's Automobile
<br />Liability Policy (Form CA T4 74 ). Any other endorsement, coverage or policy requirement shall result in additional
<br />charges.
<br />7. AET will maintain in effect all insurance coverage required by this Service Agreement at its sole expense, provided such
<br />insurance is reasonably available, with insurance carriers licensed to do business in the state in which the Project is located
<br />and having a current A.M. Best rating of no less than A minus (A-). Such insurance shall provide for thirty (30) days prior
<br />written notice to CLIENT for notice of cancellation or material limitations for the policy or ten (10) days' notice for non-
<br />payment of premium.
<br />8. AET reserves the right to charge CLIENT for AET's costs for additional coverage requirements unknown on the date of the
<br />Letter Proposal.
<br />F. Mediation
<br />1. Except for enforcement of AET's rights to payment for Services rendered or to assert and/or enforce its lien rights, including
<br />without limitation assertion and enforcement of mechanic's lien rights and foreclosure of the same, (including costs of
<br />collection and reasonable attorneys' fees) CLIENT and AET agree that any claim, dispute or other matter in question arising
<br />out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution
<br />of legal or equitable proceedings by either party.
<br />2. Unless CLIENT and AET mutually agreed otherwise, mediation shall be in accordance with the Construction Industry
<br />Mediation Rules of the American Arbitration Association. The mediator shall be acceptable to both parties and shall have
<br />experience in construction matters.
<br />3. The parties shall share the mediator's fee and any filing fees equally. Agreements reached in mediation shall be enforceable
<br />as settlement agreements in any court having jurisdiction thereof.
<br />G. Mutual Waiver of Consequential Damages
<br />Except as specifically set forth herein and to the extent permitted by applicable law, Client and AET waive against each other, and
<br />each other's officers, directors, members, subcontractor, agents, assigns, successors, partners, and employees any and all claims
<br />for or entitlement to special, incidental, indirect, punitive, or consequential damages arising out of, resulting from, or in any way
<br />related to the services provided by AET under this Service Agreement. This mutual waiver of consequential damages includes, but
<br />is not limited to, the following: loss of profits; loss of revenue; rental costs/expenses incurred; loss of income; loss of use of
<br />property, equipment, materials or services; loss of opportunity; loss of rent; loss of good will; loss of financing; loss of credit;
<br />diminution of value; loss of business and reputation; loss of management or employee productivity or the services of such persons;
<br />increased financing costs; cost of substitute facilities; cost of substitute goods/property/equipment; cost of substitute services;
<br />and/or cost of capital. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's
<br />ACS411 (1/23) AMERICAN ENGINEERING TESTING, INC.
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