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CONSTRUCTION SERVICE AGREEMENT - TERMS AND CONDITIONS Page 4 of 4
<br />SECTION 17 - LIMITATION OF LIABILITY
<br />To the fullest extent permitted by applicable law, the total aggregate liability of AET and its officers, directors, partners, employees, subcontractors,
<br />agents, and sub -consultants, to Client and/or Client's employees, officers, directors, members, agents, assigns, successors, or partners, or anyone claiming
<br />through Client, for any and all injuries, damages, claims, losses, or expenses (including attorney's fees and costs) arising out of, resulting from or in any
<br />way related to Services provided by AET from any cause or causes, including, but not limited to, its negligence, professional errors and omissions, strict
<br />liability, breach of contract, or breach of warranty shall not exceed the total compensation in excess of costs received by AET for Services or $50,000,
<br />whichever is greater. 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
<br />AET.
<br />SECTION 18 — UNIONIZATION
<br />AET reserves the right to negotiate an appropriate fee increase or to terminate this Agreement on three (3) days written notice to Client without incurring
<br />penalties or costs from Client, Owner and their successors, assignees, joint -venturers, contractors and subcontractors, or any other parties involved with
<br />the project for claims, liabilities, damages or consequential damages, directly or indirectly related to AET being required to provide unionized personnel
<br />on the project. Reservation of this right on the part of AET represents neither approval nor disapproval of unions in general or the use of collective
<br />bargaining agreements.
<br />SECTION 19 - POSTING OF NOTICES ON EMPLOYEE RIGHTS
<br />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
<br />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.
<br />The required notice may be found at 29Code of Federal Regulations Part471, AppendixA to Subpart A. The regulation also has a "flow -down" requirement
<br />for subcontractors under the prime agreement for subcontracts with a value of $10,000 or more. AET requires strict compliance of its subcontractors
<br />working on federal contracts subject to this regulation. The regulation has specific requirements for location of posting and language(s) for the poster.
<br />SECTION 20 -TERMINATION
<br />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
<br />performed, including demobilization and reporting costs to complete the file.
<br />SECTION 21- SEVERABILITY
<br />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.
<br />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
<br />comes as close as possible to expressing the intent of the original provision.
<br />SECTION 22 - GOVERNING LAW
<br />This Agreement shall be construed in accordance with the Laws of the State of Minnesota without regard to its conflicts of law provisions.
<br />SECTION 23 - ENTIRE AGREEMENT
<br />This Agreement, including these terms and conditions and attached proposal and appendices, is the entire agreement between AET and Client. Regardless
<br />of method of acceptance of this Agreement by the Client, this Agreement supersedes any previous written or oral agreements, including purchase/work
<br />orders or other Client agreements submitted to AET after the start of our Services. Any modifications to this Agreement must be mutually acceptable to
<br />both parties and accepted in writing. No considerations will be given to revisions to AET's terms and conditions or alternate contract format submitted
<br />by the Client as a condition for payment of AET's accrued Services.
<br />ACS 403C (01/21) AMERICAN ENGINEERING TESTING, INC.
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