Heritage Center Surveying and Tuckpointing ServicesVILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of thday ofQ(n� j 2018 ("Agreement"), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road Oak Brook Il�tr' oi`s, 6`0523 an Illinois municipal corporation ("Viliage'l, and US -BES, 3
Grant Square, Suite 252, Hinsdale, Illinois 60521 ("Consultant").
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the
Village's statutory powers, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. The Village
retains the Consultant to perform, and the Consultant agrees to
perform, all necessary services to perforin the work in
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Surveying and Tuckpointing Specification Development for
the Heritage Center Restoration Project per attached
proposal dated August 9, 2018.
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services as mutually agreed upon
by the Village and Consultant ("Time ofperformance,�.
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $3,550.00 including reimbursable expenses,
without the prior express written authorization of the Village
Manager.
B. Taxes. Benefits. and Royalties. Each
payment by the Village to the Consultant includes all
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance, old
age or retirement benefits, pensions, annuities, or similar
benefits and all costs, royalties, and fees arising from the use
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant.
SECTION 4. REPRESENTATIONS OF
CONSULTANT. The Consultant represents and certifies that
the Services shall be performed in accordance with the
standards of professional practice, care, and diligence
practiced by recognized consultants in performing services of
a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
addition to any other representations and certifications
expressed in this Agreement, or expressed or implied by law,
which are hereby reserved unto the Village.
The Consultant further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
SECTION 5. INDEMNIFICATION -
INSURANCE
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnify and save
harmless the Village against all damages, liability, claims,
losses, and expenses (including attorneys- fee) that may arise,
or be alleged to have arisen, out of or in connection with the
Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
representations and certifications set forth in Section 4 of this
Agreement.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a forth and
from companies, acceptable to the Village. The Consultant's
maintenance of adequate insurance shall not be construed in
any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
C. No Personal Liability. No elected or
appointed official or employee of the Village shall be
personally liable, in law or in contract, to the Consultant as the
result of the execution of this Agreement.
SECTION 6. GENERAL PROVISIONS.
A. Relationship of the Parties. The
Consultant shall act as an independent contractor in providing
and performing the Services. Nothing in, nor done pursuant
to, this Agreement shall be construed to: (1) create the
relationship of principal and agent, employer and employee,
partners, or joint venturers between the Village and
Consultant; or (2) to create any relationship between the
Village and any subcontractor of the Contractor.
B. Conflicts of Interest. The Consultant
represents and certifies that, to the best of its knowledge: (1)
no Village employee or agent is interested in the business of
the Consultant or this Agreement; (2) as of the date of this
Agreement, neither the Consultant nor any person employed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the
Consultant shall at any time during the term of this Agreement
obtain or acquire any interest that would conflict in any
manner or degree with the performance of the obligations
under this Agreement.
C. No Collusion. The Consultant represents
and certifies that the Consultant is not barred from contracting
with a unit of state or local government as a result of (1) a
delinquency in the payment of any tax administered by the
Illinois Department of Revenue unless the Consultant is
contesting, in accordance with the procedures established by
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section 11.42.1-1 et seq. of
the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seq.; or
(2) a violation of either Section 33E-3 or Section 33E4 of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1
et seq. If at any time it shall be found that the Consultant
has, in procuring this Agreement, colluded with any other
person, fine, or corporation, then the Consultant shall be liable
to the Village for all loss or damage that the Village may
suffer, and this Agreement shall, at the Village's option, be
null and void.
D. Termination. Notwithstanding any other
Provision hereof, the Village may terminate this Agreement at
any time upon 15 days prior written notice to the Consultant.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and
reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services
completed.
E. Compliance with Laws and Grants.
Consultant shall give all notices, pay all fees, and take all
other action that may be necessary to ensure that the Services
are provided, performed, and completed in accordance with all
required governmental permits, licenses, or other approvals
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes
prohibiting discrimination because of, or requiring affirmative
action based on, race, creed, color, national origin, age, sex, or
other prohibited classification, including, without limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. §§
12101 et seq., and the Illinois Human Rights Act, 775 ILCS
5/1-101 et seq. Consultant shall also comply with all
conditions of any federal, state, or local grant received by the
Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
civil penalties that are imposed by any governmental or quasi -
governmental agency or body that may arise, or be alleged to
have arisen, out of or in connection with Consultant's, or its
subcontractors, performance of, or failure to perform, the
Services or any part thereof. Every provision of law required
by law to be inserted into this Contract shall be deemed to be
inserted herein.
F. Default. If it should appear at any time that
the Consultant has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a
rate that assures completion of the Services in full compliance
with the requirements of this Agreement, or has otherwise
failed, refused, or delayed to perform or satisfy the Services or
any other requirement of this Agreement ("Event of
Default'), and fails to cure any such Event of Default within
ten business days after the Consultant's receipt of written
notice of such Event of Default from the Village, then the
Village shall have the right, without prejudice to any other
remedies provided by law or equity, to (1) terminate this
Agreement without liability for further payment; or (2)
withhold from any payment or recover from the Consultant,
any and all costs, including attorneys' fees and administrative
expenses, incurred by the Village as the result of any Event of
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
G. Assienment. This Agreement may not be
assigned by the Village or by the Consultant without the prior
written consent of the other party.
H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be
delivered: (1) personally; (2) by a reputable overnight courier;
or by (3) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid. Unless otherwise
expressly provided in this Agreement, notices shall be deemed
received upon the earlier of: (a) actual receipt; (b) one
business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be
addressed to, and delivered at, the following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Doug Patchin, Public Works
Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
US -BES
3 Grant Square
Suite 252
Hinsdale, Illinois 60521
Attention: Frank V. Gonzalez, President
t• Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any of the
lights granted to them in this Agreement except as it shall
determine to be in its best interest from time to lime. The
failure of the Village or the Consultant to exercise at any time
any such rights shall not be deemed or construed as a waiver
of that right, nor shall the failure void or affect the Village's or
the Consultant's right to enforce such rights or any other
rights.
J. Third Party Beneficiary. No claim as a
third party beneficiary under this Agreement by any person,
firm, or corporation shall be made or be valid against the
Village.
ATTEST:
By:
farlsottePruss, Village Clerk
#11563377,]
K. Conflicts' Exhibits, If an
provirm or
sion in this Agreem� Agreement with any terrm or
Provision of an attachment or exhibit to this Agreement, the
terms and provisions of this Agreement shall control.
L. GOVernia laws This Agreement and the
rights of Owner and Consultant under this Agreement shall be
interpreted according to the internal laws, but not the conflict
of laws rules, of the State of Illinois; the venue for any legal
action arising in connection with this Agreement shall be in
the Circuit Court of DuPage County, Illinois.
M. No Disclosure of Confidential Information b the
Consultant. The Consultant acknowledges that it shall, in
Performing the Services for the Village under this Agreement,
have access, or be directly or indirectly exposed, to
Confidential Information. The Consultant shall hold
confidential all Confidential The
and shall not disclose
or use such Confidential Information without the express prior
written consent of the Village. The Consultant shall use
reasonable measures at least as strict as those the Consultant
uses to protect its own confidential information. Such
shallmeasures
employees andsubcontractors off the t Consultant nto execute a
non -disclosure agreement before obtaining access to
Confidential Information.
Vt
1ccar Villag By
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US-BE!
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Its:
EXHIBIT A
(Proposal dated August 9, 1018)
3 Grant Square, Suite 252 ■ Hinsdale, Illinois 60521
www.us-bes.com
Mr. Rick Valent
Public Works Superintendent
Village of Oak Brook
3003 Jorie Blvd Oak Brook, IL 60523
Re: Proposal for Surveying and Developing
Tuckpointing Specifications for the
HERITAGE CENTER
Project Restoration
1200 Oak Brook Road, Oak Brook, Illinois 60523
US -BES Project No. 014-0715
Dear Mr. Valent,
Phone: 630-842-5551
August 9, 2018
As a follow up to today's meeting, Thursday, August 9, 2018, U.S. Building Efficiency Solutions, Inc.
(US -BES) is pleased to submit this proposal to survey and develop specifications for the
tuckpointing restoration project at the Heritage Center.
SCOPE OF SERVICES
US -BES proposes to perform the following Scope of Services:
Investigation and Specification Development
1. Conduct close-up investigation of the exterior walls on each facade. Document existing condition
and photograph areas of deterioration. With the assistance of the Oak Brook maintenance staff,
who will provide vertical access (i.e. ladders), US -BES shall measure each facade and quantify.
2. During investigation, observe, verify, and document existing exterior wall conditions, and
measure dimensions needed to prepare construction documents for exterior wall repairs.
3. Based on the close-up investigation, develop tuckpointing specification and create a summary of
cost for the purpose of bidding the work.
4. Present repair scope of work to the Owner for approval.
ARCHITECT'S COMPENSATION
US -BES proposes to perform the scope of professional services, described above, for a fixed fee of
$3,550.00
NOTICE TO PROCEED
If this proposal meets with your approval, please provide us with your written authorization by
signing the Authorization Page where indicated, and return it to us.
Proposal: Surveying and Developing
Tuckpointing Specifications Page 1 of 5
HERITAGE CENTER
1200 Oak Brook Road, Oak Brook, Illinois 60523
US -BES Project No. 014-0715
3 Grant Square, Suite 252 ■ Hinsdale, Illinois 60521 "•'• °U1LDING EFFICIENCSY SOLUTIONS INC
ww.
w.us-bes.wrn Phone: 630-642.5551
August 9, 2018
OTHER TERMS
Refer to the attached "General Terms and Conditions" which are, hereby, incorporated into and is a
part of this proposal.
Schedule
US -BES can begin the site evaluation survey within 1 week of receiving written authorization to
Proceed. The tuckpointing specification can be completed within 3 to 4 weeks after the field work is
completed.
PAYMENT SCHEDULE
Payments can be made to US -BES by check as specified below:
Total Fee at completion of the tuckpointing specification:
E3,550.00
We are excited about the possibility of working with you on this important project and look forward
to hearing from you soon.
Please call if you have any questions or comments about this proposal.
Sincerely,
U.S. Building Efficiency Solutions, Inc.
Frank V. Gonzalez, AIA, ALA, GGP
President
Enclosures: Proposal Acceptance Sheet & Terms and Conditions of Service
ACCEPTED BY:
Client:
Approv,
Proposal: Surveying and Developing
Tuckpointing Specifications
HERITAGE CENTER
1200 Oak Brook Road, Oak Brook, Illinois 60523
US -BES Project No. 014-0715
Page 2 of 5
3 Grant Square, Suite 252 ■ Hinsdale, Illinois 60521
w .us-bes.com Phone: 630-842-5551
August 9, 2018
Contract Terms and Conditions
1, Scope of Services and Fees - The scope of services for the project is based on the assumptions stated in
the Proposal and information provided by the Client. If the conditions encountered materially vary from those
indicated, or if the Client directs U.S. Building Efficiency Solutions, Inc. (US -BES). to modify the scope of services
orally or in writing, the costs and/or performance time established by the Proposal will be modified accordingly.
Fees for services shall be established in the Proposal. Unless other arrangements are established in the
Proposal, fees shall be accrued hourly on a portal-to-portal basis. US -BES. will not charge overtime rates nor
shall there be any daily minimum charge, unless established in the Proposal. Charges for out-of-town travel shall
be limited to 8 hours per day except to the extent travel time is spent performing services set forth in the
Proposal, in which case all such time will be charged to the Client.
2. Expenses - Travel expenses (including coach airfare, public transportation; and out-of-pocket expenses
incurred during travel); reproduction; materials and supplies; shipping charges; equipment rental; fees advanced
on Client's behalf, as well as all other ordinary reimbursable expenses incurred during the performance of the
services set forth in the Proposal shall be reimbursed at Cost plus ten percent (10%). Company or personal cars
will be reimbursed at the current Internal Revenue Service Allowable Mileage Reimbursement Rate. Where
applicable, equipment usage will be reimbursed as set forth in the Proposal.
3. Subcontractors I Affiliated Consultants - US -BES may retain certain subcontractors or specialty
consultants as independent contractors. Such consultant's fees will be billed to the Client at cost plus 10%.
Subcontractors/Consultants' reimbursable expenses, (similar to those set forth in Paragraph 2, above) will be
invoiced to Client at cost, without additional markup by US -BES.
4. Performance- US -BES. and its employees will exercise that degree of skill and care ordinarily exercised
by members of the profession performing similar services in the geographical area where the services are being
provided.
No other warranty, of any kind, express or implied, at common law or created by statute, is extended, made or
intended, with respect to providing any services whatsoever, including the furnishing of any oral or written reports.
US -BES is not a guarantor of the project to which its services are directed or of any element thereof. US-BES.'s
responsibility is limited to performance of the services set forth in the Proposal in accordance with the standard of
care set forth in this Paragraph. US -BES.. is not responsible for acts or omissions of the Client, or for third parties
not under its direct control. By agreeing to this Contract, the CLIENT waives any and all claims for and forever
releases US -BES. from any special, indirect or consequential damages including loss of use or loss of profit.
US -BES. may rely upon information supplied by the Client or its contractors or consultants, or information
available from generally accepted reputable sources, without independent verification. Conclusions by US -BES..
based on studies, observations and/or test results are limited to the specific conditions for which the studies,
observations and/or tests were performed.
5. Latent Defects in Existing Construction - US -BES. US -BES. shall not be responsible for latent or hidden
defects that may exist, nor shall it be inferred from the completion of the Services that all defects will have been
either observed or recorded. Inasmuch as inspection or rehabilitation of an existing building requires certain
assumptions that cannot be verified without expending great sums of additional money or destroying otherwise
adequate or serviceable portions of the building, US -BES. US -BES shall not be responsible for costs of
corrective work or any other expense or cost arising from any latent defects in existing conditions, or the accuracy
or inaccuracy of drawings or information provided to US -BES. Where US-BES.'s services are limited to the
performance of representative visual inspection of limited areas of the building or structure, US -BES shall only be
responsible for that which can be reasonably observed at such representative locations.
6. Means, Methods and Procedures - It is understood that the Client may perform evaluations of existing
construction and/or may have construction services performed co
Proposal: Surveying and Developing ncurrent with, as a result of, or In accordance
Tuckpointing Specifications Page 3 of 5
HERITAGE CENTER
1200 Oak Brook Road, Oak Brook, Illinois 60523
US -BES Project No. 014-0715
3 Grant Square, Suite 252 ■ Hinsdale, Illinois 60521
w .us-bes.com Phone: 630-842.5551
August 9, 2018
with the professional services provided by US -BES. In any such case, US -BES. shall not have control over or
charge of and shall not be responsible for the construction means, methods, techniques, sequences or
procedures, or for safety precautions or programs in connection with any such construction work, as
these remain solely the contractor's responsibility. US -BES. shall not be responsible for the contractor's
schedules or failure to carry out work in accordance with documentation prepared by US -BES. pertaining to
such work. US -BES. shall not have control over or charge of acts or omissions of any contractor,
subcontractors, or their agents or employees, or for any other persons performing portions of any such work.
7. Swing -Stage Scaffolds - Where applicable for inspections requiring the use of swing -stage scaffolds,
the Client shall contract directly with the scaffold contractor. Client acknowledges and agrees that Client
and/or Contractor, and not US -BES.., is "in charge" of the erection and operation of swing -stage scaffolds
and construction, repairing, alteration or removal of any building, structure or parts thereof.
8. Hazardous Material - US -BES. shall bear no responsibility for the discovery, presence, handling,
removal or disposal of hazardous or dangerous materials.
g. Safe Working Environment - Client has the duty to provide a safe working environment to
employees and if US -BES. reasonably determines the working conditions to be dangerous, then US -
BES. may, without penalty, cease the performance of its services and withdraw its employees from the project
until such dangerous conditions are corrected. In the event that US -BES. ceases the performance of its
services in accordance with this section, US -BES. shall be entitled to an equitable adjustment to its
compensation to account for any additional costs and expenses incurred as a result of such actions.
10. Limitation of Liability - In consideration of the relative risks, rewards and benefits of the project to both the
Client and US -BES, and in light of the negotiated compensation to which US -BES. will be entitled, the Client
agrees that to the fullest extent permitted by law, US -BES, as well as its consultants', agents', officers'
and employees' liability to the Client, whether jointly, severally or individually, for any and all injuries, claims,
losses, expenses or damages, whatsoever, arising out of or in any way related to the project or this
Agreement, from any cause or causes, whatsoever, including but not limited to US -BES negligence, errors,
omissions, strict liability, breach of contract or breach of warranty, shall be limited to the available and payable
limits of US -BES. Liability insurance coverage. This limitation shall apply to any and all liability or cause of action
however arising unless otherwise prohibited by law.
11. Indemnification -The Client shall, to the fullest extent permitted by law, defend, indemnify and hold US -
BES., its officers, directors, employees, agents and subconsultants harmless from and against all damage,
liability and costs, including reasonable attomeys' fees and defense costs, arising out of or in any way
connected with the performance of the Services under this Agreement, excepting only those damages,
liabilities or costs directly attributable to the negligence or willful misconduct of US -BES.
12. Insurance - US -BES. is protected by general liability, professional liability, automobile liability, worker's
compensation, and employer's liability coverage, subject to annual renewals. The Client agrees to require the
Contractor and all Sub -contractors performing construction work based on documents prepared by US -BES
under this agreement to have US -BES named as additional insured on Certificates of Insurance issued by
Contractor and Sub -contractors.
13. Use of Reports, Drawings, Etc. - The letters, reports, drawings, specifications, test data, notes and other
materials generated by US -BES. during the course of performance of its services are instruments of US -BES
service for use solely with respect to this project. US -BES shall be deemed the author of these documents and
shall retain all common law, statutory and other reserved rights, including the copyright. These documents or
parts thereof may not be reproduced, nor used by the Client or by third parties for any purpose other than the
purpose for which they were prepared, without the express, written consent of US -BES.
Proposal: Surveying and Developing Page 4 of 5
Tuckpointing Specifications
HERITAGE CENTER
1200 Oak Brook Road, Oak Brook, Illinois 60523
US -BES Project No. 014-0715
3 Grant Square, Suite 252 ■ Hinsdale, Illinois 60521 "' """"n�u err161tNCSY SOLUTIONS INC.
Ww .us-bes.00m Phone: 630-842.5551
August 9, 2018
14. Billing Terms -The Client engaging US -BES. is responsible for payment of all applicable charges.
Accumulated charges will be billed in approximately monthly intervals. Payment in full is due within (30) thirty days
of invoice date. Invoices that are unpaid after 60 days from the invoice date are subject to an interest charge of
1% per month (or a lower maximum legal rate) plus related attorneys' fees and collection expenses.
Payments to US -BES. shall not be contingent upon receipt of payments to Client by others.
If Client, for any reason, fails to pay US -BES. invoices, or any portion thereof, within 60 days of presentation, US -
BES. shall have the right to cease performing services related to the project and Client shall waive any claim
against US -BES. from its cessation of services and shall defend and indemnify US -BES. from and against any
and all claims for injury or loss arising out of or related to US -BES cessation of service. Client shall also reimburse
US -BES. for those costs incurred as a result of premature project demobilization. In the event US -BES.
is paid, in full, subsequent to its cessation of services and the project is remobilized, Client shall reimburse
US -BES. for all costs incurred by US -BES. necessary for remobilization, and shall renegotiate appropriate
contract terms and conditions, such as those associated with budget, schedule, or scope of service. In the event
Client disputes any invoice or portion thereof, Client shall notify US -BES within ten (10) days of receipt of the
invoice in question, and Client and US -BES. shall work together to resolve the matter within (60) sixty days.
15. Subpoenas and Court Orders - Except in the case of an action by Client against US -BES. Client shall
be responsible, after notification, for payment of time charges, attorney fees and other expenses resulting from a
required response to subpoenas or court orders issued by any party in conjunction with any services performed
by US -BES for the Client. Charges shall be based on billing rates in effect at the time of such response.
16. Termination - Either party may terminate this Agreement at any time should the other party materially
fail to perform its obligations hereunder. In the event of termination of this Contract forany reason whatsoever,
the Client shall pay US -BES. for all Services rendered to the date of termination, and all reimbursable expenses
incurred prior to termination. In the event that the Contract is terminated for any reason other than material
breach by US -BES, the Client shall pay US -BES reasonable termination expenses incurred as the result of such
termination.
17. Disputes - All claims, disputes or controversies arising out of, or in relation to the interpretation,
application or enforcement of this Contract or any breach thereof, shall be submitted to non-binding
mediation as a necessary prerequisite to any other means of dispute resolution. A neutral Mediator selected
by mutual agreement of US -BES and the Client shall aid any such mediation.
Proposal: Surveying and Developing
Tuckpointing Specifications Page 5 of 5
HERITAGE CENTER
1200 Oak Brook Road, Oak Brook, Illinois 60523
US -BES Project No. 014-0715