BT Club Asbestos Containing Material InspectionVILLAGE OF OAK BR00K
PROFESSIONAL SERVICES AGREEMENT
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IN CONSIDERAT10N OF the rccitals and the mutual covcnants and agreements set forth in thc Agrecment,and pursuant to thc
vinage's statutory powcrs,the partics agrec as follows:
SECTION l. SCOPE OF SERVICES. The Village
retains the Consultant to perform, and the Consultant agrees to
perform, all necessary services to perform 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:
Task I - Asbestos Containing Material Inspection al the
Bath & Tennis Clubhouse
Tssk 2 - Analytical and Letter Report Preparation
As more fully described in the attached proposal diled
January 14,2018.
SECTION 2. TIME OF PERFORMANCE. The
Gnsultant shall perform and complete the Services within 2
weeks of authorization to proceed, but in no event later than
March 3 1,2019 ("Time of Performance").
SECTION3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed $1,500, including reimbursable expenses,
without the prior express written authorization of the Village
Manager. The terms for payment to the Consultant shall be as
follows:
Net 30 days foltowing completion and final approval by lhe
Village.
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 indemnifu, save harmless,
and defend the Village against all damages, liability, claims,
losses, and expenses (including afiorneys' 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 form 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 Liabilitv. 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: (l) 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: (l)
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 baned from contracting
with a unit of state or local government as a result of (l) 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 el seq. of
the Illinois Municipal Code, 65 ILCS 5/1 1-42.1-1 et seq.; or
(2) a violation of either Section 33E-3 or Section 338-4 of
Article 33E of the Criminal Code of 1961,720 ILCS 5/33E-l
et seq. If at any time it shall be found that the Consultant
has, in procuring this Agreement, colluded with any other
person, firm, 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 l5 days prior wriften 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 goyernmental 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 affrrmative
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, gg
12101 et seq., and the Illinois Human Rights Act, 775 ILCS
5/l-l0l 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-
govemmental 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 satisfr 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 (l) 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 ofany 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. Assisnment. This Agreement may not be
assigned by the Village or by the Consultant without the prior
written consent of the other parfy.
H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be
delivered: (l) personally; (2) by a reputable ovemight 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, PW Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address:
Huff & Huff, Inc.
915 Harger Road, Suite 3302
Oak Brook, lllinois 60559
Ath: John Eiselc, P.E.
l. E{EI, Neither the Vilhgs nor the
Consultrnt shall b€ undcr any obligstion lo exercisc any ofihe
rights grmtcd to them in this Agrccmcnt cxcept ss it shall
det€rmine to be in its bcsl inter€st from lim? lo timc. Thc
failure of thc Villagc or lhe Consuliant lo exercis! al sny timc
any such rights shall not be deemed or consrued ss a wsivet
of that right, nor shall the failurc void or rffcct thc Vill.gc's or
the Consultant's right to enforcc such rights or any othcr
rights.
J. Thlrd Psrtv B3[eliclrrv. No claim as a
third party bencficirry undcr this Agrcemeflt by any pe]son,
firm, or corporstion shall bo made or bc valid against lhc
Villsgc.
K Govcrnlne Law: Vctrrc. This Agrecmcot
shall bc govemcd by, coostrucd and cnfottcd in accordance
with the intemal laws, but not the conflicB of laws rulcs, of
th€ State of lllinois. Vcnue for any rction arising, out of this
Charlotte Pruss,Vi!lage Cl●rk
Agreement sh8ll be in the Circuit Courl for DuPagc County,
IIlinois.
L, Exhlbltr. lfany conflict cxists between rhis
Contracl and any exhibit att.ched hercl,o, thc t€ms ofthis
Contsact shall prEvsil.
M. No Dilclo$re of Corlldcntisl hforEstion bv
thG Contulttnl, The ConsultBnt acknowledtes that it sh8ll, in
perfotming the Servicas for ihc Village undcr this Atrccmcnt,
have accrss, or bc dircctly or indircctly expolcd, to
Confidentirl Information. The Consultsnt shall hold
confidential all Confidential Informdion and shall not disclose
or use such Confidential lnformltion nithout the express prior
wri$en consrnt of thc Vlllage. Thc Consultant shall use
reasonable messures at least as strict as thosc thc CoNultant
uses to pmtccl it3 ol{n confidentiEl information. Such
measures shall include, wlthout limihtion, rcquiring
employees srld subcontsactors of the Consulhnt to cxc.cutc a
non-disclosurc agrcemont bcforc obtaining lcccss lo
Confdcntial lnformation.
HUFF&HUFF,INC
EX日 B174
fPROPOSAL D4TED JAⅣ闘 y J4 2θ Jの4
January 14,20L9
Mr. Doug Patchin
Public Works Director
1200 Oak Brook Road
Oak Brook, lL 50523
Subiect:Asbestos-Containing Material lnspection
Bath and Tennis Club
800 Oak Brook Road
Oak Brook, lllinois
81.PG00026.19
Dear Mr. Patchin:
Pursuant to your request, Huff & Huff, lnc. (H&H), a subsidiary of GZA GeoEnvironmental, rnc.
(consultant) is pleased to present this proposal to the village of oak Brook (client), to provide
an inspection for asbestos-containing material (AcM) in the Bath and rennis club buildings at
800 Oak Brook Road in Oak Brook, tllinois (Site).
At direction of client, up to three (3) ACM samples will be collected and analyzed for the
approximately 600 -square foot area that contains "popcorn" material. sampling is destructive
to finished surfaces, and the surfaces will not be repaired to match the existing conditions.
1. SCOPE OF WORK
Task I - lnspection
consultant will conduct a site walk through identifying potential AcM and will collect samples
of suspect AcM. samples will be sent to an accredited laboratory and analyzed using pLM.
Quantities of the suspected ACM will be estimated.
Task 2 - Analytical and Letter Report preparation
A letter report will be prepared summarizing the findings of the inspection and sampre
analysis. The letter report will contain a summary of the findings and a figure showing ihe
sampling locations. The analytical fees for three (3) ACM analyses are included in this task.
2. BASIS OF BILLING
consultant proposes to conduct the scope of work on a time and materials basis, as
summarized below. This budget is based on the anticipated scope of work outlined above,
which represents our present judgment as to the level of effort requested.
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Oak Brook
ACM lnspection Bath and Tennis Club
Page I z
Should out-of-scope services be requested, billings will be based on time and materials in accordance with the attached
Schedule of Fees. Consultant will invoice these services monthly for work completed. Payment will be due to Consultant
thirty (30) days after receipt of Consultant's invoice.
Task 1. Site Visit and Sampling s +ao
Task 2. Analytical and Letter Report Preparation S 1,060
Consultant proposes to complete this project on a Time and Materials Basis, not to exceed $1,5OO.OO without prior
authorization from Client and using the attached 2018 Fee Schedule.
3. PROJECTSCHEDULE
The Project will be completed within two weeks of authorization to proceed.
CONDITIONS OF ENGAGEMENT
The conditions of engagement are described in the attached Terms and Conditions for Professional Services. Consultant's
report will be prepared on behalf of and for the exclusive use of Client. Client acknowledges and agrees that the repoft
and the findings in the report shall not, in whole or in part, be disseminated or conveyed to any other party, or used or
relied upon by any other party, in whole or in part, except for the specific purpose and to the specific parties alluded to
above, without the written consent of Consultant. Consultant would be pleased to discuss the conditions associated with
any additional dissemination, use, or reliance by other parties.
Consultant will undertake this assignment following applicable regulatory guidelines and generally accepted
environmental consulting protocols. No other warranty is expressed or implied. Consultant will evaluate applicable
information provided by regulatory agencies, onsite persons, or other knowledgeable parties, but makes no guarantees
as to the accuracy or completeness of such information. Findings presented in written documents/reports will be based
upon existing Site conditions and information available to Consultant at the time of project completion. Any data provided
to Consultant subsequent to the date of the final written documents/reports could potentially alter the findings or
conclusions presented in those documents.
January r4t zo1,g
Oak Brook
ACM lnspection Bath and Tennis Club
Page I j
ACCEPTANCE
This agreement may be accepted by signing in the appropriate space below and returning one complete copy to
Consultant. lssuance of a Purchase Order implicitly acknowledges acceptance of this proposal. This proposal is
valid for a period of 30 days from the date of issue.
We appreciate the opportunity to submit this proposal. Please feel free to contact the undersigned at (630) Gg4-
9100 with any questions.
Very truly yours,
Huff & Huff, lnc.
Associate Principal
This Proposal for Services, Schedule of Fees and Terms and Conditions for Professional Services are hereby
accepted and executed by a duly authorized signatory, who by execution hereof, warrants that he/she has full
Oak Brook.
By:
Prin
The Proposal for Services, Schedule of Fees and Terms and Conditions for Professional Services may be executed
in two or more counterparts, each of which together shall be deemed an original, but all of which together shall
constitute one and the same instrument. ln the event that any signature is delivered by facsimile transmission or
by an e-mail delivery of a document in ".pdf' format, each such signature shall create a valid and binding obligation
of the party executing the document, or on whose behalf each document is executed, with the same force and
effect as if each such facsimile or ".pdf" signature were an original thereof.
P:\FY2019\General\Oak Brook/81. PG00026. 19 ACM Updated.docx
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ACM lnspection Bath and Tennis Club
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Huff&Hunら inc.
2018 Fee Schedule
The Project Manager responsible for preparation of your statement reviews the time records before rendering a
bill for adjustments in the statement where appropriate in the judgment of the Project Manager. For example:
time may be adjusted downward for duplication of effort, for training time beyond the normal adjustments for
technical experience already factored into our hourly rates, or in other situations where it would not be fair to
charge you for the full time spent on your project.
Listed below is our 2018 Fee Schedule. These rates are adjusted annually, effective March L of each year, to
reflect changes in salaries, overhead, and the experience of individuals. Overtime is charged at the same hourly
rates listed below.
Professional Services S/Hour
Principals
Sen ior Staff (Engineers/Scientist)
Project Engineers/Scientist
Designer/Senior CAD
Technicians/CAD
Clerical
Travel
Corporate vehicles
Personal vehicles
All other travel
Reproduction
ln-house Black & White
Color-8-tf2" x!7"
Color-tl" x 77"
Plotter-24" x 36"
Binding accessories
Outside
S160.00
Sl15.00
S 80.00
S 98.00
5 80.00
5 70.00
―S260,00
-S230.00
-S140.00
-5155.00
-Sl15.00
-S130.00
SO.545/mile
SO.545/mile
Cost
SO.11/copy
SO.50/copy
Sl.00/copy
S9.00/copy
Cost
Cost+10%
Huff&Hut!nC.
2018 Fee Schedule
January L4t 201,9
Oak Brook
ACM lnspection Bath and Tennis Club
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Page2
Field Work S30.00/day/person
(lncludes minor supplies, equipment, work clothes, cleaning, etc.)
lncludes company Cellular phone use - field work & travel days
Bailers Regular
Hydra-Sleeve, 1.5"
Hydra-Sleeve,2.0"
5035 Method Sets
Analvtical
Outside Services
Subcontractors
Supplies (Significa nt)
Postage
Eouipment Rental
ln-house: PID Meter
pH Meter
Jerome Meter
Noise Meter
D.O. Meter
G.P.S. Unit
Water Depth Measurer - Deep
Misc. Measuring Equipment
Peristaltic Pump
lnfiltration Rings
Boat Rental
Transducer
Pump Test
Fish Shocker
SCUBA Equipment
SOD Chambers
Time Lapse Camera
S10.50/each
519.00/each
S28.00/eaCh
S13.20/set
Cost+10%
Cost+10%
Cost+10%
Cost+10%
S100/dav Or S300/week
S10/day or s25/week
S100/dav Or S300/week
S150/dav or s400/week
S25/day or S75/week
S100/day or S300/week
S200/day or s600/week
S30/day or s9o/week
S50/day or s150/week
S50/day or s150/week
S75/day or S225/week
S175/use/Each
5500/use
S200/day
S100/dav
S200/dav
S10/day ors25/week
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ACM Inspection Bath and Tennis Club
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TERMS AND CONDIT:ONS
FOR PROFESS:ONAL SERViCES
020■6 by Huff&Hut lnc′aSubsidiaryofGZAGeoEnvironmentaLlnc
These Terms and Conditions, together with H&H's Proposal, make up the Agreement between H&H and you, Client, named in the
attached proposal.
BEFORE SIGNING THE PROPOSAL, BE SURE YOU READ AND UNDERSTAND THE PARAGRAPHS ENTITLED
"INDEMNIFICATION" AND ''LIMITATION OF REMEDIES'WHICH DEAL WITH THE ALLOCATION OF RISK BETWEEN YOU AND
H&H.
1. Services. H&H will perform the services set forth in its Proposal and any amendments or change orders authorized by you. Any
request or direction from you that would require extra work or additional time for performance or would result in an increase in H&H's
costs will be the subject of a negotiated amendment or change order.
2. Standard of Care. H&H will perform the services with the degree of skill and care ordinarily exercised by qualified professionals
performing the same type of services at the same time under similar conditions in the same or similar locality. NO WARRANW,
EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MARKETAB|LtTy OR F|TNESS FOR A PARTTCULAR PURPOSE, lS MADE
OR INTENDED BY H&H'S PROPOSAL OR BY ANY OF H&H'S ORAL OR WRITTEN REPORTS.
3. Payment.
a. Except as otherwise stated in the Proposal, you will compensate H&H for the services at the rates set forth in the applicable
Proposal, amendment or change order; reimburse its expenses, which will include a communication fee calculated as a
percentage of labor invoiced; and pay any sales or similar taxes thereon.
b. Any retainer specified in H&H's Proposal shall be due prior to the start of services and will be applied to the final invoice for
services.
c. H&H will submit invoices periodically, and payment will be due within zo days from invoice date. Overdue payments will bear
interest at r14 percent per month or, if lower, the maximum lawful rate. H&H may terminate its services upon 10 days,written
notice anytime your payment is overdue on this or any other project and you will pay for all services through termination, plus
termination costs. You will reimburse H&H's costs of collecting overdue invoices, including reasonable attorneys'fees.
4. YourResponsibilities.
a. Except as otherwise agreed, you will secure the approvals, permits, licenses and consents necessary for performance of the
services. lf you are the owner or operator of the Site, you will provide H&H with all documents, plans, information concerning
underground structures (including but not limited to utilities, conduitl pipes, and tanks), information related to hazardous
materials or other environmental or geotechnical conditions at the site and other information that may be pertinent to the
services or, if you are not the owneror operator of the Site, you agree to make reasonable efforts to obtain these same documents
andprovidethemtoH&H. Unlessotherwiseindicatedinwriting,H&Hwill beentitledtorelyondocumentsandinformationyou
provide.
b. lf youusetheservicesof aconstructioncontractorattheSite,youagreetousebestandreasonableeffortstoincludeinyour
agreement(s) with the construction contractor provisions obligating the latter:
(i) to indemnify, defend and hold harmless, to the fullest extent permitted by law, you and H&H, its officers, employees and
principals, for or on account of any claims, liabilities, costs and expenses, including attorneys'fees, arising out of or
relating to the design or implementation of construction means, methods, procedures, techniques, and sequences of
January 14, 2o19
Oak Brook
ACM lnspection Bath and Tennis Club
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construdion, including safety precautions or programs, of the contractor, or any of its subcontractors or any engtneer
engaged by it;
(ii) to name you and H&H as additional insureds undergeneral liability and builder's risk insurance coverages maintained by
the contrador, orany ofits subcontractors; and
(iii) to require that all of its subcontractors ag ree and be bound to the obligations set forth in (i) and (ii) above.
c. ln the event that you are unable to secure such provisions in the agreement(s) with the construction contractor, you shall
promptly notify H&H and H&H shall have the opportunity to negotiate with you reasonable substitute risk allocation and
insurance indemnities and protections.
5. Right of Entry. You grant H&H and its subcontracto(s1 permission to enter the site to perform the services. lf you do not own
the site, you represent and warrantthatthe owner has granted permission for H&H to enterthe site and perform the services; you will
provide reasonable verification on requesq and you willindemnit H&Hforany claims bythe site owner relatedto alleged trespass by
H&H or its subcontractors.
6. Reliance. The services, information, and other data furnished by you shall be at your expense, and H&H may rely upon all
information and data that you furnish, including the accuracy and completeness thereof. You acknowledge that the quality of the
services provided by H&H is diredly related to the accuracy and completeness ofthe information and data that you furnish to H&H.
H&H'S REPORTS ARE PREPARED FOR AND MADE AVAILABLE FOR YOUR SOLE U5E. YOU ACKNOWLEDGE AND AGREE
THAT USE OF OR RELIANCE UPONTHE REPORTORTHE FtNDtNGS rNTHE REPORT ByANyOTHER PARTY, OR FORANy
OTHER PROJECTOR PURPOSE, SHALL BEATYOUR ORSUCH OTHER PARW'SSOLE RISK AND WITHOUT ANY LIABILITY
TO H&H.
7' H&H Professionals. H&H employees or consultants may act as licensed, certified or registered professionals (including but not
limited to Professional Engineers, Licensed Site or Environmental Professionalt or Certified lndustrial Hygienists, collectively refened
to in this section as "H&H Professionals") whose duties may include the rendering of independent professional opinions. you
acknowledge that a federal, state or localagency or otherthird party may audit the services ofH&H or othercontractor/consultant(s),
which audit may require additional services, even though H&H and such H&H Professionals have each performed such services in
accordance with the standard of care set forth herein. You agreeto compensate H&H forall services performed in response to such
an audit orto meet additional requirements resulting from such an audit, atthe rates set forth in the applicable proposal, amendment
or change order.
8' Hazardous Materials; H&H "Not a Generato/'. Before any hazardous or contaminated materials are removed from the site,
you will sign manifests naming you as the generator of the waste (or, if you are not the generator, you will arrange forthe generator
tosign). You willselectthe treatment or disposa lfacility to which anywaste is taken. H&H willnot be the generator or owner of nor
will it Possess, take title to, or assume legal liability for any hazardous or contaminated materials at or removed from the site. H&H
willnot have responsibility for orcontrolofthe site or ofoperations or activities atthe site otherthan its own. H&H will not undertake,
arrange for or control the handling, treatment, storage, removal, shipment, transportation or disposal of any hazardous or
contaminated materials at or removed from the site, other than any laboratory samples it collects or tests. you agree to defend,
indemnify and hold H&H harmless for any costs or liability incurred by H&H in defense ofor in paymentforany legalactions in which
it is alleged that H&H isthe owner, generator, treater, storeror disposer of hazardous waste.
9. Limhs on H&H's ResPonsibility. H&H willnot be responsible forthe acts oromissions ofcontractors orothers atthe site, except
for its own subcontractors and employees. H&H will not supervise, direct or assume control over or the authority to stop any
contrador's work, norshall H&H's p rofessio na I activities orthe presence of H&H or its employees and subcontractors be construed to
implythat H&H has authority over or responsibilaty forthe means, methods, techniques, sequences or procedures of construction, for
January 14, 2019
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ACM lnspection Bath and Tennis Club
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work site health or safety precautions or programs, orfor any failure ofcontractorsto comply with contracts, plans, specifications or
laws. Any opinions by H&H of probable costs of labor, materials, equipment or services to be fumished by others are strictly estimates
and are not a guarantee that actualcostswill be consistent with the estimates.
,.o. Changedconditions.
a. You recognize the uncertainties relating to the furnishing of professional services, which often require a phased or exploratory
approach, with the need for additional services becoming apparent during the initial services. You also recognize that actual
conditions encountered may vary significantly from those anticipated, that laws and regulations are sub.jectto changg and that
the requirements of regulatory authorities are often unpredictable.
b. lf changed or unanticipated conditions or delays make additional services necessary or result in additional costs or time for
performance, H&H will notii/ you and the parties will negotiate appropriate changes to the scope ofservices, compensation and
schedule.
c. lf no agreement can be reached, H&H will be entitled to terminate its services and to be equitably compensated forthe services
already performed. H&H willnot be responsible fordelays orfailures to perform due to weather, labor disputes, intervention by
orinabilityto get approvals from public authorities, acts oromissions on yourpart orany othercauses beyond H&H's reasonable
control, and you willcompensate H&H forany resulting increase in its costs.
11. Oocumertsand lnformation. All documents, data, calculations and work papers prepared or furnished by H&H are instruments
of service and will remain H&H's property. Designs, reports, data and other work product delivered to you are for your use only, for
the limited purposes disclosed to H&H. Any delayed use, use at another site, use on another project, or use by a third party will be at
the use/s sole risl! and without any liability to H&H. Any technology, methodology or technical information learned or developed by
H&H will remain its property. Provided H&H is not in default underthis Agreemen! H&H's designs will not be used to complete this
projed by othec, except by written agreement relating to use, liability and compensation.
r.2. Electronic Media, ln accepting and utilizing any drawings, reports and data on any form of electronic media generated by
H&H, you covenant and agree that allsuch electronicfiles are instruments ofservice of H&H, who shallbe deemedthe author, and
shall retain all common law, statutory law and other rights, including copyrights. ln the event of a conflict between the signed
documents prepared by H&H and electronic files, the signed documents shall govern. You agree not to reuse these electronic files,
in whole or in part, for any purpose or projed other than the project that is the subject of this Agreement. Any transfer of these
electronic files to others or reuse or modificationsto such files by you without the prior written consent of H&H will be at the use/s
sole risk and without any liability to H&H.
,.3. Confidentiality; Subpoenas, lnformation about this Agreement and H&H's services and information you provide to H&H
regarding your business and the site, otherthan information available to the public and information acquired from third partiel will
be maintained in confidence and willnot be disclosed to othe6 without your consent, exceptas H&H reasonably believes is necessary:
(a) to perform its services; (b) to comply with professional standards to protect public health, safety and the environment; and (c) to
comply with law5 and court orders. H&H will make reasonable efforts to give you prior notice of any disclosure under (b) or (c) above.
You will reimburse H&H for responding to any subpoena orgovernmental inquiry oraudit related to the services, atthe rates set foth
in the applicable Proposal, amendment or change order.
14. lnsurance. During performance of the sewices, H&H will maintain workers compensation, commercial general liability,
automobile liability, and professional liability insurance. H&H willfumish you certificates ofsuch insurance on request.
15. lnd€mnification. You agree to hold harmless, indemnify, and defend H&H and its affiliates and subcontractors and their
employees, officers, directors and agents (collectively referred to in this paragraph as "H&H") against all claims, suits, fines and
penahies, including mandated cleanup costs and attorneys'fees and othercosts ofsettlementand defense, which claims, suits, fines,
',
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penalties or costs arise out of or are related to this Agreement or the servicet except to the extent they are caused by H&H,s
negligence or willful misconduct.
16. Limhationof Remedies.
a. Tothefullestextent permitted by lawand notwithstanding anything else in this Agreementtothe contrary, the aggregate Iiability
of H&H and its affiliates and subcontractors and their employees, officers, directoE and agents (collectively referred to in this
paragraph as "H&H") for all claims arising out ofthis Agreement or the services is limited to Jso,ooo or, if greater, ro% ofthe
compensation received by H&H underthis Agreement.
b. You may elect to increase the limit of liability by paying an additionalfee, such fee to be negotiated priorto the execution ofthis
Agreement.
c. Any claim willbe deemed waived unless received by H&H within one year of substantial completion ofthe services.
d. H&H willnot be liablefor lost profit5, loss ofuse of property, delays, orotherspecial, indirect, incidental, consequential, punitive,
exemplary or multiple damages.
H&H will not be liable to you orthe site ownerfor injuries or deaths suffered by H&H's or its subcontractors' employees.
You will look solely to H&H foryour remedy forany claim arising out ofor relatingto this Agreement, including any claim arising
out of or relating to alleged negligence or enors or omissions of any H&H principal, officer, employee oragent.
17. Disputes.
a. Alldisputes between you and H&H shall be subjectto non-binding mediation.
b. Eitherparty may demand mediation by serving a written notice statingthe essentialnature ofthe dispute, the amountoftimeor
money claimed, and requiring thatthe matterbe mediated withinforty-five (45) days ofservice ofnotice.
c. The mediation shall be administered by the American Arbitration Association in accordance with its most recent Construction
Mediation Rules, orby such otherperson ororganization asthe parties may agree upon.
d. No action or suit may be commenced unless mediation has occurred but did not resolve the dispute, or unless a statute of
limitation period would expire if suit were notfiled priorto such forty-five (45)days afterservice ofnotice.
r8. Mixellaneous.
a. lllinois law shall govem this Agreement.
b. The above terms and conditions regarding Limitation of Remedies and lndemnification shall survive the completion of the
services und€rthis Agreement and the termination of the contract for any cause.
c. Any amendmert to these Terms and Conditions must be in writing and signed by both parties.
d. Having received these Terms and Conditions, your oral authorization to commence services, your actions, or your use ofthe
Report orWork Produd constitutes youracceptance ofthem.
e. This Agreement supersedesany contractterms, purchase orders or other documents issued by you.
f. Neither party may assign or transfer this Agreement or any rights or duties hereunder without the written consent of the other
Party.
g. Yourfailure orthe failure ofyoursuccessors orassignsto receive payment orreimbursementfrom any other partyforany reason
whatsoever shallnot absolve you, yoursuccessors or assigns ofany obligation to payany sum to H&H underthis agreement.
h. These Termsand Conditions shallgovem overany inconsistent terms in H&H,s proposal.
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The provisions of this Agreement are severable; if any provision is unenforceable it shall be appropriately limited and given effect
to the extent it is enforceable.
The covenants and agreements contained in this Agreement shall apply to, inure to the benefit of and be binding upon the
parties hereto and upon their respective successors and assigns.
P :\FY2019\Ge nerol\Oo k Brook/8 1. PG00026.79 ACM U pdoted.docx
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