2011-03-09 CC Packet - Laserfiche WebLink

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SERVICE AGREEMENT - TERMS AND CONDITIONS Page 3 of 4 SECT[ON 10 - MEDIATION 10.1 - Except for enforcement of AET's rights to payment for services rendered or to assert and/or enforce its lien rights, including without limitation assertion and enforcement of inechanic's lien �rights and foreclosure of the same, Client and AET agree that any claim, dispute or other matter in question arising out of or related to this Agreement shall bc subject to mediation as a condition precedent to arbitration or the institution of tegal or equitable proceedings by either party; provided however that if either party should fail to respond to a request for mediation within 60 days after the request, this requirement for mediation as a condition precedent to arbitra#ion or the institution of legal or equitable proceedings shall be of no force and effect. �- Unless Client and AET mutualiy agree otherwise, mediatio� shall be in accordance with the Consiruction Industry Mediation Rules of the American Arbitration Association. Request for mediation shall be in writing and the parties shall share the mediator's fee and any filing fees equitably. The mediator shall be acceptable to both parties and shall have experience in commercial construction matters. SECTION 11 - LITIGATION REIMBURSEMENT Payment of AET costs for Client lawsuits against AET which are dismissed or are judged substantially in AETs favor wili be the Client's responsibility. Applicable costs include, but are not limited to, attorney and expert witness fees, court costs, and AET costs. SECT[ON 12 - MUTUAL INDEMNIFICATION 12.1 - AET agrees to indemnify Client from and against liability arising out of AETs negligent performance of the services, subject to Section 13 and any other limitations, other indemnifications or other provisions Client and AET have agreed to in writing. f 12.2 - Client agrees to indemnify AET from and against liability arising from the negtigent conduct of the Client, Owner, C1ienYs Contractors/Subcontractors or other third parties, subject to any timitations, other indemnifications or other provisions Client and AET have agreed to in writing. 12.3 - If Client has indemnity agreement with other persons, the Client shall include AET as a beneficiary. 12.4 - AET's indemnification to the Client is limited solely to losses or damages caused by its failure to meet the standard of care and only to the extent of its negligence 12.5 - AET will not accept any obligation to defend Client other than to meet the standard of care. If a court of competent jurisdiction rules that defense is implied or if required by law, AET's obligation for the costs of defense is oniy to the extent due to AET's negligent acts, errors or omissions. SECTION 13 - L[MITATION OF LIABILITY Client agrees to limit AETs liabiliry to Ctient arising from AET's negligent acts, enors or omissions, such that the total liability of AET shalt not exceed 520,000. SECTION l4 - UNIONIZATION AET reserves the right to renegotiate an appropriate fee increase or to terminate its contract on three (3) days written notice to Client and will not accept any liability for any penalties or costs from Client, Owner and their successors, assignees, joint-venturers, Contractors and Subcontractors, or any other parties involved with the project for claims, liabilities, damages or consequentia( damages directly or indireetly related to AET being required to provide unionized personnel on the project . Reservation of this right on the part of AET represents neiiher approval nor disapproval of unions in general or the use of collective bargaining agr�ments. SECTION 15 - POSTING OF IYOTICES ON EMPLOYEE RIGHTS 15.1 -Effective June 21, 2010, prime contracts with a value of $100,OQ0 or more and signed by federat 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 employees of their rights under Federal labor laws. The required notice may be found at 2 0� Federa/ ReQUlations Part 471. ApQendix 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 tegulation has specific requirements for location of posting and language(s) for t�e poster. SECTION 16 - TERM[NATION After 7 days written notice, either party may elect to terminate work for justifiable reasons. [n this event, the Client shall pay AET for a!1 work performed, including demobilization and reporting costs to complete the file. ACS 40l (12/10) AMERICAN ENCINEERING TESTING, INC. 38 � _ _ __