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HomeMy WebLinkAbout#05 - Village Pkwy Improvements STAFF REPORT DATE: May 20, 2025 CONSENT TO: City Council FROM: Jack Griffin, Sr. Project Manager AGENDA ITEM: Approve Geotechnical Services Contract for the Village Parkway UPRR Crossing Improvements REVIEWED BY: Nicole Miller, City Administrator Marty Powers, Public Works Director Nate Stanley, City Engineer Chad Isakson, Assistant City Engineer CORE STRATEGIES: ☐ Vibrant, inclusive, connected community ☐ Efficient, reliable, innovative services ☐ Responsive, transparent, adaptive governance ☐ Balanced Finances now and future ☒ Managed Growth ☒ Resilient Infrastructure BACKGROUND: On April 1, 2025, the City Council awarded a construction contract to New Look Contracting, Inc. for the Village Parkway UPRR Crossing Improvements. The Council also approved a motion to authorize the City Administrator to enter into a material testing contract in the not-to-exceed amount of $10,000. ISSUE BEFORE COUNCIL: Should the City Council authorize the City Administrator to enter into a material testing contract with AET in the estimated amount of $12,800? PROPOSAL DETAILS/ANALYSIS: AET provided a proposal to complete the materials testing services for the project for the estimated amount ranging from $10,400 to $12,800. Since these amounts exceed the previously stated not-to-exceed amount of $10,000, staff is requesting council reconsider the authorization amount to cover the amounts proposed by AET. FISCAL IMPACT: If approved, the project will remain within the Post-Bid Total Estimated Project Cost of $1,454,000 as reported at the April 1, 2025 council meeting, including $1,018,518 for the At-Grade Roadway Crossing and $435,482 for the Trunk Watermain Crossing. RECOMMENDATION: Staff is recommending that the City Council authorize, as part of the consent agenda, the City Administrator to enter into a material testing contract with AET in the estimated amount of $12,800.” If removed from the consent agenda, the recommended motion for this action is as follows: “Move to authorize the City Administrator to enter into a material testing contract with AET in the estimated amount of $12,800.” ATTACHMENTS: 1. AET Quality Assurance Testing Proposal dated May 12, 2025. 550 Cleveland Avenue North | Saint Paul, MN 55114 Phone (651) 659-9001 | (800) 972-6364 | Fax (651) 659-1379 | teamAET.com | AA/EEO This document shall not be reproduced, except in full, without written approval from American Engineering Testing, Inc. May 12, 2025 City of Lake Elmo c/o Bolton & Menk, Inc. 3880 Laverne Avenue North, Suite 100 Lake Elmo, MN 55042 Attn: Mike Rusenovich, PE – Project Engineer mike.rusenovich@bolton-menk.com RE: Quality Assurance Testing Proposal Village Parkway UPRR Crossing Improvements City Project No. 2019.122 Lake Elmo, Minnesota AET Proposal No. P-0043606 Dear Mr. Rusenovich: 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 your email request on May 9, 2025, 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 Lake Elmo (the City) will be performing a street and utility improvements project during the 2025 construction season. Construction is anticipated to begin at the end of May and be completed by October 3, 2025. The project area will include Village Parkway at the Union Pacific Railroad Crossing. The project will be funded with municipal funds. Plans and Specifications were prepared by Short Elliott Hendrickson, Inc. (SEH). We understand Construction Inspection and Contract Management of the project will be performed by Bolton & Menk, Inc. (BMI). GEOTECHNICAL INFORMATION A geotechnical exploration and analysis was performed for this project by Braun Intertec. The results were presented in their Geotechnical Exploration and Laboratory Testing Report, dated February 13, 2024 (Braun Project No. B2311740). In the report, the site soil profile is generalized as fill underlain by sandy silt and lean clay with sand. Reference should be made to that report for more details regarding site conditions and recommendations. Quality Assurance Testing Proposal Village Parkway UPRR Crossing Improvements, Lake Elmo, MN May 12, 2025 AET Proposal No. P-0043606 Page 2 of 6 PROJECT APPROACH During the construction improvements, AET will provide experienced MnDOT certified Engineering Technicians to perform sampling and material testing services in accordance with the Project Manual testing rates (City SMC). For this project, Ryan Schaefer will be AET’s contact. He can be reached at 651-603-6639 (office). AET requires a minimum of 24 hours’ notice of the need for Services. SCOPE OF SERVICES Based on our review of the available plans and our experience with the City 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 the requirements of MnDOT’s “Specified Density Method” and in accordance with the City SMC. AET will perform MnDOT Relative Density testing (Proctor) as well as in-place density and moisture testing on the following materials: • Utility Trench Backfill • Embankment Fill The MnDOT Dynamic Cone Penetrometer will be used to test compaction on the Class 6 Aggregate Base sections of the project following the MnDOT Penetration Index procedures in accordance with the City SMC. AET will perform the sampling of the soils, Select Granular Borrow MOD 5%, and Class 6 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. Subgrade/Base Test Roll Observations During or after final grading of the pavement subgrade soils and/or aggregate base, AET personnel will observe test rolling. These observations will be performed by an Engineer I 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 Quality Assurance Testing Proposal Village Parkway UPRR Crossing Improvements, Lake Elmo, MN May 12, 2025 AET Proposal No. P-0043606 Page 3 of 6 are proof 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 Asphalt Extraction and Aggregate Gradation (ASTM D2172 Method E-11) MnDOT Modified C137 and C117. Bituminous Nuclear Density Gauge Testing 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 testing of the bituminous. BMI will determine and mark the random nuclear density test locations of the bituminous. AET understands that we will test a minimum of 1 location per 500 linear feet. Concrete Sampling and Testing During the placement of concrete, AET will perform field testing consisting of slump, air content, temperature of the plastic concrete, and casting of cylinders for compression testing. The City SMC requires field testing for slump, air content, and temperature per every 1,500 linear feet of each type of concrete placed each day. Compressive strength cylinders (1 set of 3 cylinders) are required once per every 1,500 linear feet of 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. REPORTING AET staff will prepare reports for the City and BMI to review. These reports will include the results of our field and laboratory testing as performed per the City SMC and testing frequencies Quality Assurance Testing Proposal Village Parkway UPRR Crossing Improvements, Lake Elmo, MN May 12, 2025 AET Proposal No. P-0043606 Page 4 of 6 referenced in the project documents. Daily field reports will also be prepared and made available upon request. 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 2025 projects. We have estimated a “minimum required estimate” for the project which estimates the tests needed to satisfy the requirements as defined in the City SMC and the project documents. The “likely needed estimate” 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. Therefore, we propose a budget cost estimate using the “likely needed” estimate for the scope of services for the project as outlined in this proposal. Our “likely needed” estimated fee is $12,707.50. 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. 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 Quality Assurance Testing Proposal Village Parkway UPRR Crossing Improvements, Lake Elmo, MN May 12, 2025 AET Proposal No. P-0043606 Page 5 of 6 Conditions: 1) issuing an authorizing purchase order for any of the Services described in this 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 additional information, please contact me. Sincerely, American Engineering Testing Ryan S. Schaefer Robert D. Anderson Geologist II/Project Manager CMT Transportation Sector Lead rschaefer@teamAET.com randerson@teamAET.com 651-603-6639 612-685-3079 Quality Assurance Testing Proposal Village Parkway UPRR Crossing Improvements, Lake Elmo, MN May 12, 2025 AET Proposal No. P-0043606 Page 6 of 6 ACCEPTANCE AND AUTHORIZATION: AET Proposal No. P-0043606 SIGNATURE: PRINTED NAME: COMPANY: ADDRESS: PHONE NUMBER AND EMAIL: DATE: INVOICING INFORMATION (Provide Company AP Department Information, if present.) AP CONTACT NAME: BILLING/MAILING ADDRESS: AP PHONE NUMBER AND INVOICE EMAIL: P.O. NO./ PROJECT NO.: Attachments: Materials Testing Estimate Construction Service Agreement – Terms and Conditions Certificate of Insurance W9 Minimum Likely Minimum Likely 1 2 195.00 195.00 390.00 12 12 44.00 528.00 528.00 8 8 142.00 1,136.00 1,136.00 1 1 195.00 195.00 195.00 2 6 66.00 132.00 396.00 2 2 142.00 284.00 284.00 1 3 66.00 66.00 198.00 Test Roll Observations 1 2 2 348.00 696.00 696.00 2 4 44.00 88.00 176.00 Bituminous - 2.25" Trail TON 35 1 2 0 1 348.00 0.00 348.00 10 20 44.00 440.00 880.00 2 4 105.00 210.00 420.00 14 36 Subtotal =3,970.00 5,647.00 Notes: Unit Rate ($)Minimum Quantity Likely Quantity Minimum Cost Mile 1.35 630 630 850.50 Hour 120.00 36 36 4,320.00 Hour 170.00 0 3 0.00 Hour 200.00 5 6 1,000.00 Hour 90.00 2 2 180.00 Subtotal =6,350.50 Minimum Likely Estimate prepared by: Ryan Schaefer 10,320.50 12,707.50 Materials Testing Estimate for Village Parkway UPRR Crossing Improvements ‒ City SMC Likely Cost Agency Testing & Frequency Plastic Concrete Testing (1 set of tests/100 CY) - Included in hourly rate see below City Project No. 2019.122; Lake Elmo, Minnesota Cost ($)Cost per Test ($) Proctor (1/soil type) MnDOT Extraction/Gradation (1/500 TON) Concrete sample pick up from job site # of Tests 3 8 Aggregate Base Class 6 TON Select Granular Borrow MOD 5% 7,060.50 QuantityUnits Time and Mileage Material HoursTrips Engineer I - Included in hourly rate see below Penetration Index DCP (1/500 LF/Lift Trenches, Specified Density Nuclear Gauge (1/500 LF/Lift) Gradation (1/500 TONS) 1. Material quantities are estimated based upon Statement of Estimated Quantities, conversions, and plans. 2. We have included nuclear density testing for both WE and NW pavement mixes due to the small quantities in lieu of cores on the NW course due to the small quantities. Proctor (1/soil type) Total Cost Estimate = Concrete Compressive Strength, Curing, & Handling 4x8 Cylinders (includes mold) (5 cyls/300 CY) TON 4,000 2 5 682 1 3 Penetration Index DCP (1/500 LF) Gradation (1/500 TONS) Specified Density, Nuclear Density Gauge (1/500 LF) Watermain 25LF 2 6Bituminous - SP WE/NW TON 200 MnDOT Extraction/Gradation (1/500 TON) Concrete - Sidewalk, Pedestrian Ramps, Curb & Gutter, Driveway CY 87 4 12 Project Administrator Engineer II, Project Management 180.00 1,200.00 Mileage, Personal Automobile/Truck 850.50 Technician II 4,320.00 Engineer I, Test Roll Observations 510.00 Page 1 of 1 CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 1 of 4 ACS 403C (01/25) AMERICAN ENGINEERING TESTING, INC. 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 C lient. 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 Agreement, but the following actions shall also constitute Client’s acceptance of the Agreement: 1) issuing an authorizing purchase order , task order, service order, or any other documentation for any of the Services, 2) authorizing AET’s presence 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 AND THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT AND ANY CORRESPONDING PROPOSAL ISSUED BY AET SHALL GOVERN UNLESS AUTHORIZED IN WRITING IN ADVANCE BY AET. 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, elev ation, 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 questions by AET. 1.3 - AET observes and tests earthwork and other construction operations and materials, and may provide opinions, conclusions and r ecommendations 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 sto p 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 or surveying 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 sampl ing. Variations in conditions occur between and beyond sampled/tested locations. The passage of time, natural occurrences and d irect 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. AET’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 term s 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 thirty (30) days after the proposal issuance date to the Client. Any attempt to authorize Services after the expiration date is subject to AET’s right to 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 a n 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, a nd 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 recommendation s based on those measurements is strictly dependent on the accuracy of the staking or GPS information provided by others. CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 2 of 4 ACS 403C (01/25) AMERICAN ENGINEERING TESTING, INC. 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. 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 authori zed 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 s ubmitted to AET remain the property of the Client during and after the Services. Any known or suspected hazardous material sampl es will be returned to the Client at AET'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, th e 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 m inimum 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 Statutory Limits Employer’s Liability $100,000 each accident $500,000 disease policy limit $100,000 disease each employee Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident Professional/Pollution Liability Insurance $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 AET’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 AET’s Commercial General Liability Policy (Form CG D4 14, 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 AET'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 propo sal, e.g., coverage limits or policy modification including waiver of subrogation, additional insured endorsements and other project specific requirements. CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 3 of 4 ACS 403C (01/25) AMERICAN ENGINEERING TESTING, INC. 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. SECTION 10 - PAYMENT, INTEREST AND BREACH 10.1 - Invoices are due net thirty (30) days from the date of receipt of an undisputed invoice. Invoices will be paid without reductions for bond or retention. 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 Agree ment 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 c ure 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. 10.4 – AET reserves the right to charge a 2.5% fee on any payment made using a credit card or debit card. SECTION 11 - CHANGE ORDERS AET's proposal associated with this project may provide 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 co mmunicate 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, includin g without limitation assertion and enforcement of mechanic’s lien rights and foreclosure of the same, Client and AET agree that a ny 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 inst itution 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 f ee 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 costs 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 AET’s Services are perf ormed, 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 damag es 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 o ther 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 Party or its subsidiaries prior to commencement of employment discussions between a Party and such employee, or (b) soliciting any such em ployee 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 of value; 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, CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 4 of 4 ACS 403C (01/25) AMERICAN ENGINEERING TESTING, INC. 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, resultin g 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 liability, breach of contract, or breach of warranty shall not exceed the total compensation in excess of costs received by A ET for Services or $50,000, whichever is less. 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 employe es of their rights under Federal labor laws. The required notice may be found at 29 Code of Federal Regulations Part 471, Appendix A to Subpart A. 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 agr eements, 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. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 12/1/2024 License # 20443386 (651) 288-5137 (651) 286-0560 25623 AMERICAN CONSULTING SERVICES INC AMERICAN ENGINEERING TESTING INC AMERICAN PETROGRAPHIC SERVICES INC 550 CLEVELAND AVE N ST PAUL, MN 55114-1804 25666 25674 25615 20443 A 2,000,000 P630539K8896PHX25 1/1/2025 1/1/2026 1,000,000 25,000 2,000,000 4,000,000 4,000,000 2,000,000B 8102L6457122543G 1/1/2025 1/1/2026 15,000,000C CUP3K2260092543 1/1/2025 1/1/2026 15,000,000 0 D UB9H9151012543G 1/1/2025 1/1/2026 1,000,000 N 1,000,000 1,000,000 E PROF/POLL LIABILITY ECH254066939 1/1/2025 EACH CLAIM 10,000,000 E RETRO: 070287 ECH254066939 1/1/2025 1/1/2026 AGGREGATE 15,000,000 RENEWALS: contracts@teamAET.com ILLUSTRATION ONLY ILLUSTRATION CERTIFICATE 25-26 AMERCON-12 AROSS HUB International Great Plains, LLC 245 E. Roselawn Avenue Suite 31 Saint Paul, MN 55117-1940 Ann Ross ann.ross@hubinternational.com The Phoenix Insurance Company The Travelers Indemnity Company of America Travelers Property Casualty Company of America Charter Oak Fire Insurance Company Continental Casualty Company X 1/1/2026 X X X X X X X X