Heritage Center Exterior Water Infiltration Invest. & Report Srvs. VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the day of , 2022 ("Agreement'j, and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illi ois 60523 an Illinois municipal corporation ("Village'), and U.S.
BUILDING EFFICIENCYSOLUTIONS,INC. 3 Grant Squ e,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 It is expressly understood and agreed that final
retains the Consultant to perform,and the Consultant agrees to payment shall be made upon completion of the work and
perform, all necessary services to perform the work in final approval by the Village.
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the SECTION 3. REPRESENTATIONS OF
terms and conditions of this Agreement: CONSULTANT. The Consultant represents and certifies that
the Services shall be performed in accordance with the
Oak Brook Heritage Center Exterior Water Infiltration standards of professional practice, care, and diligence
Investigation and Reporting Services, as more fully practiced by recognized consultants in performing services of
described in the attached proposal. a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
TIME OF PERFORMANCE. The Consultant shall perform addition to any other representations and certifications
and complete the Services as mutually agreed upon between expressed in this Agreement, or expressed or implied by law,
Village and Consultant("Time of Performance'). which are hereby reserved unto the Village.
SECTION 2. COMPENSATION. The Consultant further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
A. Agreement Amount. The total amount experienced and competent to perform and complete the
billed by the Consultant for the Services under this Agreement Services in a manner consistent with the standards of
is based on the proposal submitted by Consultant hereto professional practice by recognized consultants providing
attached as Exhibit A, and shall not exceed $2,500,00, services of a similar nature. The Consultant shall provide all
including reimbursable expenses, without the prior express personnel necessary to complete the Services.
written authorization of the Village Manager. Additionally,
with prior Village authorization, if after the first day the water SECTION 4. INDEMNIFICATION; INSURANCE•
leak source is not found, or additional testing is required, LIABILITY.
Consultant will invoice the Village$1,500.00, each additional
day until the water leak sources are located. A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnify and save
B. Taxes. Benefits, and Royalties. Each harmless the Village against all damages, liability, claims,
payment by the Village to the Consultant includes all losses, and expenses (including attorneys' fee) that may arise,
applicable federal, state, and Village taxes of every kind and or be alleged to have arisen, out of or in connection with the
nature applicable to the Services as well as all taxes, Consultant's performance of, or failure to perform, the
contributions, and premiums for unemployment insurance, old Services or any part thereof, or any failure to meet the
age or retirement benefits, pensions, annuities, or similar representations and certifications set forth in Section 4 of this
benefits and all costs, royalties, and fees arising from the use Agreement.
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances, B. Insurance. The Consultant acknowledges
devices, processes, or inventions. All claim or right to claim and agrees that the Consultant shall, and has a duty to
additional compensation because of the payment of any such maintain adequate insurance, in an amount, and in a form and
tax, contribution, premium, costs, royalties, or fees is hereby from companies, acceptable to the Village. The Consultant's
waived and released by Consultant. maintenance of adequate insurance shall not be construed in
any way as a limitation on the Consultant's liability for losses
C. Payment of Agreement Amount. A fifty or damages under this Agreement.
percent(50%)retainer fee will be paid to the Consultant prior
to the commencement of work. All other payments shall be C. No Personal Liability. No elected or
made pursuant to the terms of the Local Government Prompt appointed official or employee of the Village shall be
Payment At,50 ILCS 505/3 et.seq. personally liable,in law or in contract,to the Consultant as the
result of the execution of this Agreement.
I
SECTION 5. GENERAL,PROVISIONS. including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes
A. Relationship of the Parties. The prohibiting discrimination because of, or requiring affirmative
Consultant shall act as an independent contractor in providing action based on,race, creed,color,national origin, age,sex, or
and performing the Services. Nothing in, nor done pursuant other prohibited classification, including, without limitation,
to, this Agreement shall be construed to: (1) create the the Americans with Disabilities Act of 1990, 42 U.S.C. §§
relationship of principal and agent, employer and employee, 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
partners, or joint venturers between the Village and 5/1-101 et seq. Consultant shall also comply with all
Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the
Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi-
represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to
no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its
the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the
Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required
or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be
conflict in any manner or degree with the performance of the inserted herein.
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the F. Prevailing Wage. Pursuant to Section 4 of
Consultant shall at any time during the term of this Agreement the Illinois Prevailing Wage Act, 820 ILCS 130/4, Contractor
obtain or acquire any interest that would conflict in any agrees and acknowledges that not less than the applicable rate
manner or degree with the performance of the obligations of prevailing of wages, as found or ascertained by the
under this Agreement. Department of Labor and made available on the Department's
Official website, or determined by the court on review, shall
C. No Collusion. The Consultant represents be paid for each craft or type of worker needed to execute this
and certifies that the Consultant is not barred from contracting contract or to perform such work, and it shall be mandatory
with a unit of state or local government as a result of (1) a upon the contractor to whom the contract is awarded and upon
delinquency in the payment of any tax administered by the any subcontractor under him, to pay not less than the specified
Illinois Department of Revenue unless the Consultant is rates to all laborers, workers and mechanics employed by
contesting, in accordance with the procedures established by them in the execution of this contract.
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 G. Certified Payroll. Contractor shall, in
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or accordance with Section 5 of the Illinois Prevailing Wage Act,
(2) a violation of either Section 33E-3 or Section 33E-4 of 820 ILCS 130/5, submit to the Village, and upon activation of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 the database provided by 820 ILCS 130/5.1 to the Department
et seq. If at any time it shall be found that the Consultant of Labor, on a monthly basis, a certified payroll. The certified
has, in procuring this Agreement, colluded with any other payroll shall consist of a complete copy of those records
person,firm,or corporation,then the Consultant shall be liable required to be made and kept by the Prevailing Wage Act.
to the Village for all loss or damage that the Village may The certified payroll shall be accompanied by a statement
suffer, and this Agreement shall, at the Village's option, be signed by the Contractor or subcontractor which certifies that:
null and void. (1) such records are true and accurate; (2) the hourly rate paid
is not less than the general prevailing rate of hourly wages
D. Termination. Notwithstanding any other required by the Prevailing Wage Act; and (3) Contractor or
provision hereof, the Village may terminate this Agreement at subcontractor is aware that filing a certified payroll that he or
any time upon 15 days prior written notice to the Consultant. she knows to be false is a Class A misdemeanor. A general
In the event that this Agreement is so terminated, the contractor may rely upon the certification of a lower tier
Consultant shall be paid for Services actually performed and subcontractor, provided that the general contractor does not
reimbursable expenses actually incurred, if any, prior to knowingly rely upon a subcontractor's false certification.
termination, not exceeding the value of the Services Upon seven business days' notice, Contractor and each
completed. subcontractor shall make available for inspection and copying
at a location within this State during reasonable hours, the
E. Compliance with Laws and Grants. records required to be made and kept by the Act to: (i) the
Consultant shall give all notices, pay all fees, and take all Village, its officers and agents; (ii) the Director of Labor and
other action that may be necessary to ensure that the Services his deputies and agents; and(iii)to federal, State, or local law
are provided,performed, and completed in accordance with all enforcement agencies and prosecutors.
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,
2
H. Default. If it should appear at any time that
the Consultant has failed or refused to prosecute, or has L. Third Party Beneficiary. No claim as a
delayed in the prosecution of, the Services with diligence at a third party beneficiary under this Agreement by any person,
rate that assures completion of the Services in full compliance firm, or corporation shall be made or be valid against the
with the requirements of this Agreement, or has otherwise Village.
failed,refused, or delayed to perform or satisfy the Services or
any other requirement of this Agreement ("Event of M. Governing Laws. This Agreement and the
Default'), and fails to cure any such Event of Default within rights of Owner and Consultant under this Agreement shall be
ten business days after the Consultant's receipt of written interpreted according to the internal laws, but not the conflict
notice of such Event of Default from the Village, then the of laws rules, of the State of Illinois; the venue for any legal
Village shall have the right, without prejudice to any other action arising in connection with this Agreement shall be in
remedies provided by law or equity, to (1) terminate this the Circuit Court of DuPage County,Illinois.
Agreement without liability for further payment; or (2)
withhold from any payment or recover from the Consultant, N. Conflicts; Exhibits. If any term or provision
any and all costs, including attorneys' fees and administrative in this Agreement conflicts with any term or provision of an
expenses, incurred by the Village as the result of any Event of attachment or exhibit to this Agreement, the terms and
Default by the Consultant or as a result of actions taken by the provisions of this Agreement shall control.
Village in response to any Event of Default by the Consultant.
I Assignment. This Agreement may not be O. No Disclosure of Confidential
assigned by the Village or by the Consultant without the prior Information by the Consultant. Confidential information
written consent of the other party. means all material, non-public, business-related information,
written or oral, whether or not it is marked that is disclosed or
J. Notice. All notices required or permitted to made available to the Consultant, directly or indirectly,
be given under this Agreement shall be in writing and shall be through any means of communication or observation. The
delivered: (1)personally; (2) by a reputable overnight courier; Consultant acknowledges that it shall, in performing the
or by (3) by certified mail, return receipt requested, and Services for the Village under this Agreement, have access, or
deposited in the U.S. Mail,postage prepaid. Unless otherwise be directly or indirectly exposed, to Confidential Information.
expressly provided in this Agreement,notices shall be deemed The Consultant shall hold confidential all Confidential
received upon the earlier of: (a) actual receipt; (b) one Information and shall not disclose or use such Confidential
business day after deposit with an overnight courier as Information without the express prior written consent of the
evidenced by a receipt of deposit; or (c) three business days Village. The Consultant shall use reasonable measures at least
following deposit in the U.S. mail, as evidenced by a return as strict as those the Consultant uses to protect its own
receipt. Notices and communications to the Village shall be confidential information. Such measures shall include,
addressed to,and delivered at,the following address: without limitation, requiring employees and subcontractors of
the Consultant to execute a non-disclosure agreement before
Village of Oak Brook obtaining access to Confidential Information.
1200 Oak Brook Road
Oak Brook,Illinois 60523 P. E-Signature and Counterparts. The
Attention: Rick Valent, Parties agree that this Contract may be signed in two or more
Public Works Director counterparts and/or signed electronically, and all such
counterparts together shall constitute one and the same
Notices and communications to the Consultant shall be contract; such signatures shall bind the signing party in the
addressed to,and delivered at,the following address: same manner as if a handwritten signature had been delivered
U.S. Building Efficiency Solutions,Inc.
3 Grant Square, Suite 252
Hinsdale,Illinois 60521
Attention: Frank V. Gonzalez, AIA, ALA,
GCP,President
K. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any of the
rights granted to them in this Agreement except as it shall
determine to be in its best interest from time to time. 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.
3
ATTEST: %'ILI.ACF OF OAK BROOK
Bv: Bv:
Charlotte Prays.Village Clerk Greg Su ers.Village Manager
A'f7 U.S.
Bv: n By
Tille: Q�� IY11 � `, ��5� , Its:
4
EXHIBIT A
(PROPOSAL SUBMITTED)
5
lj $ ES
US Building 66;pncy Solutions, Inc.
Mr. Rick Valent
Public Works
3003 Jorie Boulevard
Oak Brook, IL 60523
Re: Exterior Water Infiltration Investigation and Report for
Heritage Center at Fagade B; Portion of Parapet Wall, Northeast Elevation
1112 Oak Brook Road, Oak Brook, IL 60523
Mr.Valent,
Following your request, enclosed, please find US-BES' proposal for performing water infiltration
testing of the building at the address mentioned above.
Based on our limited correspondence, we have prepared this proposal for professional services
to perform a water leakage investigation at the walls. The purpose of this investigation is to
determine the source of the leakage and provide a report with repair recommendations.
SCOPE OF "BASIC SERVICES"
Investigation Phase
1. US-BES will need to make holes in the interior finishes (if possible and permitted by the
Owner)to assist with our investigation. We have included the making of such holes, if
required, in our scope. US-BES investigative openings in the walls are to be repaired by
a third party, such as a contractor or painter. Therefore, the cost of repairing any
necessary holes is not included in this scope.
2. US-BES will perform water tests in the areas of reported leak locations and on areas that
are accessible at the roof. We have included up to eight hours for onsite testing at the
address mentioned above.
Note: If after one eight-hour day of water leak testing the water leak source is not found,
or more testing is necessary to complete all areas with leaks, US-BES will perform each
additional day at a different fee rate (see below for pricing).
US-BES—U.S. Building Efficiency Solutions,Inc. Heritage Center,Facade B,Southwest Elev.
3 Grant Square,Ste.,252,Hinsdale,IL 60521 Mr.Rick Valent
P:630-842-5551,W:www.us-bes.com Water Infiltration Test and Report for
1112 Oak Brook Rd.,Oak Brook,IL 60523
04/20/2022 Page 1 of 5
Testing Procedures:
•
Any and all types of the water tests might be performed as follows:
a) *AAMA-501.2-03-Field Check Water-Hose Tests.
b) *ASTM E 2128— 20- Standard Guide for Evaluating Water Leakage of Building
Walls.
c) *RILEM used to evaluate water absorption rates on existing masonry building
materials.
*American Architectural Manufacturers Association
*American Society for Testing and Materials
*(Reunion Internationale des Laboratoires d'Essals et de Recherches sur les Materiaux et
des Constructions-International Union of Testing and Research Laboratories for Materials
and Structures).
Testing Equipment:
•
Any or all equipment used for the water testing of exterior walls might be as follows:
o A grid-shaped spray rack of%"galvanized pipes, from 6'-6"to 11'-6"foot long,
and containing 14-brass nozzle spray tips at 16"O.C. The nozzles are WL X", 90
degrees cone shape by the manufacturer Bete.
o Handheld Wand manufactured by Monarch with a Type B-25, #6.030 brass
nozzle spray tip.
o Rilem test tubes are manufactured by Test Equipment& Specificity Tools.
By the nature of water penetration testing, there is a high probability that some water will
enter the interior of the building during testing. While US-BES will have personnel inside
the building during testing to monitor and clean up water leakage, if any, repairs required
as a result of water entry resulting from testing will not be the responsibility of US-BES.
Additionally, US-BES will not be responsible for damage from water runoff. We will
require that the Owner provide a water source with a standard hose bibb (outside spigot)
connection and water pressure of at least 20 psi within 150 feet of the test area.
We will require access to the exterior roof and interior spaces to perform our testing.
4. We will prepare a brief written Exterior Water Infiltration Report (Report) stating our
observations, findings, and recommendations.
Note: The Report is intended to be used for the Condominium Board and/or Building Owners as the initial
basis of rationale for the water infiltration issues existing in the exterior masonry walls. The Report
provides Observations, Findings, and Recommendations and is only an educational tool for the Owners
to suggest why they are experiencing water leakage problems. The purpose of the Recommendations
provided in the Report is to offer a suggested solution, should Owners choose to implement the repairs.
"The Report is NOT intended for use as evidence for legal or other professional claims or opinion of any
kind."The Report is strictly an educational tool.
US-BES—U.S.Building Efficiency Solutions,Inc. Heritage Center,Facade B,Southwest Elev.
3 Grant Square,Ste.,252,Hinsdale,IL 60521 Mr.Rick Valent
P:630-842-5551,W:www.us-bes.com Water Infiltration Test and Report for
1112 Oak Brook Rd.,Oak Brook,IL 60523
04/20/2022 Page 2 of S
Water Testing:Testing will "
be performed behind the ?.
parapet wall's northeast +�
portion at several locations.
See arrows. ,
B
North
Aerial View
COMPENSATION
US-BES proposes to perform the scope of professional services described above for one day of
water testing for a fee of$2,500.00.
If, after the first day and with the "Owner's Approval," the water leak source is not found or more
testing is necessary, US-BES will invoice each additional day at$1,500.00 (per day) until water
leak sources are located.
Schedule
US-BES can begin the site evaluation survey within about 1 to 2 weeks of receiving written
authorization to proceed.
PAYMENT SCHEDULE
Payments can be made to US-BES by check or by Zelle app as specified below:
Note:For Zelle app payment, send fee to mobile number 630-842-5551.
Retainer fee of 50% at signing of this Proposal: $1,250.00
Final Balance due on the Day of our Site Visit: $1,250.00
Total fee: $2,500.00 (Up to an 8-hour day)
US-BES—U.S.Building Efficiency Solutions,Inc. Heritage Center,Facade B,Southwest Elev.
3 Grant Square,Ste.,252,Hinsdale,IL 60521 Mr.Rick Valent
P:630-842-5551,W:www.us-bes.com Water Infiltration Test and Report for
1112 Oak Brook Rd.,Oak Brook,IL 60523
04/20/2022 Page 3 of 5
Note: If additional water testing is required after the first day due to not discovering the
leak source or more is necessary to complete all areas with leaks, each day will be billed
at $1,500.00 until a source or sources are located. At the submission of the report, the
total balance will be invoiced.
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.
OTHER TERMS
Refer to the attached "General Terms and Conditions,"which are, hereby, incorporated into and
are a part of this proposal.
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
Architect Licenses:Illinois,New York,&Florida
Illinois Licenses:Public Adjusters,Roofing Contractor&Home Inspector
Chicago Licenses:General Contractor&Brick/Concrete Contractor(Class A)
Chicago License:General Contractor
WickRight Certified Installer
US-BES—U.S.Building Efficiency Solutions,Inc. Heritage Center,Facade B,Southwest Elev.
3 Grant Square,Ste.,252,Hinsdale,IL 60521 Mr.Rick Valent
P:630-842-5551,W:www.us-bes.com Water Infiltration Test and Report for
1112 Oak Brook Rd.,Oak Brook,IL 60523
04/20/2022 Page 4 of 5
Enclosures: Proposal Acceptance Sheet& Terms and Conditions of Service
ACCEPTED BY:
Client: Mr. Rick Valent, Public Works, 3003 Jorie Blvd., Oak Brook IL 60523
Exterior Water Infiltration Investigation and Report for Heritage Center at Facade B;
Portion of Parapet Wall, Northeast Elevation
Approved By:
(Signature)
..• x1j" ow-
(Printed) (Date)
US-BES—U.S.Building Efficiency Solutions,Inc. Heritage Center,Facade B,Southwest Elev.
3 Grant Square,Ste.,252,Hinsdale,IL 60521 Mr.Rick Valent
P:630-842-5551,W:www.us-bes.com Water Infiltration Test and Report for
1112 Oak Brook Rd.,Oak Brook,IL 60523
04/20/2022 Page 5 of 5
TERMS AND CONDITIONS for PROFESSIONAL SERVICES
U.S.Building Efficiency Solutions,Inc.(US-BES)has been requested to perform certain professional and other services.The parties agree that
these services shall be performed under the following Terms and Conditions,and that Client's acceptance of US-BES's proposal or its direction for
US-BES to commence any services constitutes acceptance of these terms.
1. Independent Contractor. US-BES is an independent or laboratory work is billed at US-BES's equipment usage rate schedule
contractor,and all persons employed to furnish services hereunder are in effect at the time the work is performed, subject to adjustment for
employees of US-BES or its subcontractors/subconsultants and not of minimum or extended usage. Portal-to-portal equipment usage rates
the Client. US-BES and Client agree to be solely responsible for are comparable to prevailing commercial rental rates (if available).
compliance with all federal,state,and local laws,rules and regulations, Billing rates may be increased annually.Any subcontracted service will
and ordinances that apply to their own respective employees. be billed at cost plus 10 percent providing the subcontract firm has in
place adequate insurance coverage determined by US-BES;
2. Performance. The standard of care for all professional otherwise,the cost will be marked up 20 percent and invoiced as an
services performed or furnished by US-BES will be the skill and care expense service fee.Client agrees to pay US-BES's then-current time
ordinarily used by members of US-BES's professions performing charges,attorneys'fees,and other expenses resulting from required
similar services and practicing under similar circumstances at the same attendance at depositions,administrative proceedings,or responding
time and in the same locality. US-BES makes no guarantees or to subpoenas or court orders relating to the Project, but not for such
warranties, express or implied,with regard to the performance of its expenses attributed to US-BES's negligent performance of its services.
services. US-BES shall not have control over or be in charge of and
shall not be responsible for construction means,methods,techniques, Payment for US-BES's services is expected in full in US dollars upon
sequences or procedures or for construction safety precautions and receipt of the invoice.Invoices more than 30 days past due are subject
programs since these are the responsibilities of others.US-BES agrees to a 2% interest charge per month (but no more than the maximum
to perform its services in as timely a manner as is consistent with the extent allowed by law)compounded annually and any related attorneys'
professional standard of care and to comply with applicable laws, fees and collection expenses. US-BES reserves the right to suspend
regulations,codes and standards that relate to US-BES's services and its services if the Client fails to make payment when due. In such an
that are in effect as of the date when the services are provided.Client event,US-BES shall have no liability to the Client for delay or damage
agrees that no claim may be brought against any US-BES employee caused the Client because of such suspension.
individually for any claim involving performance of services.
6. Termination.Both the Client and US-BES have the right to
3. Client Duties.In order for US-BES to perform the services terminate US-BES's services for convenience upon seven calendar
requested,the Client shall,at no expense to US-BES, (1)provide all days'written notice to the other party.In the event the Client terminates
necessary information regarding Client's requirements as necessary without cause, US-BES shall be entitled to compensation for its
for the orderly progress of the work; (2)designate a person to act as services and expenses up to the time of such notification,including fees
Client's representative for the services who shall have the authority to for any transition services, and shall have no liability for delay or
transmit instructions,receive instructions and information,and interpret damage to Client because of such termination.
and define Client's policies and requests for US-BES's services; and
(3)provide access to and make all provisions for US-BES to enter, 7. Reports,Drawings,and Work Product. US-BES retains
without cost,limitation,or burden to US-BES,the specific property as ownership of reports, drawings, specifications,test data, techniques,
required to perform the work,including the use of scaffolds or similar photographs,letters,notes,and other work product,collectively("Work
mechanical equipment.US-BES is entitled to rely upon the information Product") including those in electronic form, it has created. US-BES
and services provided by the Client. Work Product is for education purposes only,is for the sole use of the
Client and is not to be used by third-parties.US-BES Work Product or
4. Safety.Field work will be performed only under conditions parts thereof may not be reproduced or used by the Client for any
deemed safe by US-BES personnel.Charges may be made for safety purpose other than the purpose for which they were prepared,
or security measures required by hazardous job conditions that US- including, but not limited to, use on other projects or future
BES may encounter. Client understands that US-BES is only modifications to this Project,without the prior written consent of US-
responsible for the safety of its own employees and those of its BES. US-BES Work Product is only valid in its original form. Any
subconsultants and is not responsible for the safety of other persons or modifications made to US-BES Work Product will invalidate the
property. contents therein. US-BES disclaims all responsibility for changed or
modified Work Product.Upon request,US-BES will provide Client with
5. Compensation and Expenses. Client agrees to pay for a copy of documentation for information and reference purposes and
US-BES's requested services in accordance with US-BES's standard bill for such reproduction in accordance with Paragraph 5 above.Any
hourly rate schedule or negotiated fee.Charges generally will be billed unauthorized use of US-BES's Work Product shall be at the Client's
in monthly intervals with applicable taxes included.Travel,subsistence, sole risk and Client shall indemnify US-BES for any liability or legal
and expenses incurred; communications; reproduction; and shipping exposure to US-BES.To the extent US-BES terminates its services due
charges will be billed at cost plus 5 percent and invoiced as an expense to non-payment of fees by Client,Client shall not be entitled to use US-
service fee.Use of vehicles will be billed at$0.60 per mile.Expended BES Work Product described herein for any purpose whatsoever.
materials for field and laboratory work,rental equipment,and any fees 8. Environmental Hazards. Client acknowledges that US-
advanced on Client's behalf will be billed at cost plus 10 percent and BES's services do not include the detection,investigation,evaluation,
invoiced as an expense service fee.US-BES equipment used in field or abatement of environmental conditions that US-BES may encounter,
TERMS AND CONDITIONS for PROFESSIONAL SERVICES
such as mold,lead,asbestos, PCBs, hazardous substances,or toxic breach of contract shall not exceed an amount equal to the proceeds
materials that may be present in buildings and structures involved in obligated to be paid under US-BES's applicable insurance policy for
this Project.The Client agrees to defend,indemnify,and hold US-BES such claims.If,for any reason,the applicable insurance policy does not
harmless from any claims relating to the actual or alleged existence or provide coverage for any particular claim described herein,then the
discharge of such materials through no fault of US-BES's employees. liability amount shall not exceed US- BES's fees for the services
US-BES reserves the right to suspend its services,without liability for performed hereunder.
consequential or any other damages,if it has reason to believe that its
employees may be exposed to hazardous materials and will notify the In no event shall US-BES be liable in contract, tort, strict liability,
Client in such event. warranty or otherwise, for any special, incidental or consequential
damages,such as,but not limited to,delay,disruption,loss of product,
9. Dispute Resolution. Prior to the initiation of any legal loss of anticipated profits or revenue, loss of use of equipment or
proceedings (except for US-BES initiated claims for nonpayment for system, non-operation or increased expense of operation of other
services),US-BES and the Client agree to submit all claims,disputes, equipment or systems, cost of capital, or cost of purchase or
or controversies arising out of or in relation to the services provided by replacement equipment systems or power.
US-BES to mediation. Such mediation shall be conducted under the
auspices of the American Arbitration Association or such other 14. Third-Party Beneficiaries. Nothing contained in these
mediation service or mediator upon which the parties agree. Client Terms shall create a contractual relationship with,or a cause of action
consents to suit for nonpayment in the state courts of Illinois. in favor of,a third party against either the Client or US-BES.US-BES's
services hereunder are being performed solely for the benefit of the
10. Successors and Assigns.These Terms shall be binding Client, and no other entity shall have any claim against US-BES
upon Client and US-BES and their respective successors,assigns and because of these Terms or US-BES's performance or non-
legal representatives. Neither party may assign, subcontract, or performance of services hereunder.
otherwise delegate its responsibilities without the prior consent of the
other party, which consent shall not be unreasonably withheld. 15. Laboratory or Material Testing Services. Material
Additionally,in no instance shall this paragraph be interpreted to create samples not consumed in US-BES's work will be discarded 60 days
any rights in any third party. after completion of the project unless the Client requests other
disposition in writing.US-BES cannot be responsible for material after
11. Insurance.US-BES maintains commercial general liability, 66 days and Client shall inform US-BES in writing how to dispose of the
automobile,and employers'liability and professional liability coverages samples. US-BES will exercise reasonable care in safeguarding
under policies written by national insurance carriers rated by the A.M. materials,records,or equipment,but disclaims any liability for loss or
Best Company, evidence of which will be provided upon request. damage. Rates for sample storage will vary by sample size but in no
Special endorsements are not allowed. No waiver of subrogation is event will sample charges be less than$270 per year accruing upon
allowed on US-BES's professional liability policy.Upon written request, the 61st day of storage and annually thereafter. Failure to pay for
US-BES agrees to name the Client as an additional insured to the underlying services or storage constitutes permission to dispose of all
commercial general liability and automobile coverages.Any request to samples held by US-BES.
add other parties as additional insureds must be made in writing and is
subject to certain limitations.All policies are subject to annual renewal. Any testing done on materials or products shall not prevent US-BES
Excess coverage is available for exposures over primary policy limits from any services involving Client's materials or products in the built
except for professional liability. world.US-BES shall have no liability to third parties for any products or
materials developed from US-BES's services. US-BES's reports,
12. Indemnity.To the fullest extent permitted by law,Client and trademarks or other property shall not be used to indicate endorsement
US-BES each agree to indemnify and hold the other harmless,and their of any material or product.
respective agents,officers and employees,from and against liability for
all direct claims,losses,damages,and expenses,including reasonable 16. Entire Agreement.These Terms together with any written
attorneys' fees, to the extent such claims, losses, damages, or proposal shall constitute the entire understanding of the parties
expenses are for bodily injury, sickness, disease, death, or property concerning the Project and supersede all prior negotiations and written
damage and to the extent they are caused by the negligent acts,errors, agreements between them, and any amendment or modification to
or omissions of the indemnifying party,and/or the indemnifying party's either US-BES's proposal or these Terms may be made only by a
agents, officers, employees, independent contractors, or written instrument expressly stated to be an amendment and signed by
subcontractors of any tier.In the event such claims,losses,damages, US-BES.
or expenses are caused by the joint or concurrent negligence of Client
and US- BES, or their respective agents, officers, employees, 17. Severability. If any provisions of these Terms,or portions
independent contractors, or subcontractors of any tier,they shall be thereof,are determined to be unenforceable,the remainder shall not
bome by each party in proportion to that negligence. be affected thereby,and each remaining provision or portion thereof
shall continue to be valid and effective and shall be enforceable to the
13. Agreed Remedy.To the fullest extent permitted by law,the fullest extent permitted by law.
total liability, in the aggregate, of US-BES and US-BES's officers,
directors, employees, agents, and consultants to Client and anyone
claiming by,through, or under Client, for any and all injuries, claims, US-BES 2021 Terms&Conditions
losses,expenses,or damages,including,without limitation,attorneys'
fees, arising out of or in any way related to US-BES's services, the
Project, or these Terms, from any cause or causes whatsoever,
including but not limited to, negligence, strict liability, indemnity or