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Bath and Tennis Property Replacement Reserve StudyVILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of thecM day ofC-pl�016("Agree»tenf'% and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village"), and RESERVE ADVISORS, 1103 WESTGATE STREET, SUITE 205, OAK PARK, ILLINOIS 60301("Cornsvltanrt" ). 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 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: Property Replacement Reserve Study for the Bath and Tennis Club as more fully described in the attachment proposal dates August 17, 2016 SECTION 2. TIME OF PERFORMANCE. The Consultant shall perform the Services as mutually agreed upon by the Village and Consultant. The report will be received by the Village approximately 5 weeks after inspection is completed and timely receipt of information necessary to complete the report ("Time of Performance"). SECTION 3. COMPENSATION. A. Agreement Amount. The total amount billed by the Consultant for the Services under this Agreement shall not exceed $9,450.00, including reimbursable expenses, without the prior express written authorization of the Village Manager. The terns for payment to the Consultant shall be as follows: $4,725 retainer payment is due prior to inspection. The remaining balance of $4,725 will be paid final Village approval of the inspection report. 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 it) 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 into 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. William Alaggio, Great Lakes Regional Account Manager, shall be primarily responsible for carrying out the Services on behalf of the Consultant ("Key Project Personnel"), The Key Project Personnel shall not be changed without the Village's prior written approval. The Consultant shall provide all personnel necessary to complete the Services. 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, its officers, officials, employees and volunteers, 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 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 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 not, 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 el seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seg; or (2) a violation of either Section 33E-3 or Section 33E-4 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, 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 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. Assignment 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 pennitted to be given under this Agreement shall be in writing and shall be delivered: (I ) 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: mmvr e.�v_�oa's 1103 estzate S'treey..Suite 205 Vak P Iliinois, 60301 Attention: William Ma¢eio Great Lakes fteio RL& unt Manager 1. Wa,_, i _ver. Neither the Village nor file Consultant shall be under any obligation to exwcisc ally of the rights granted to them in this Agreement except as it shall dacrmine to be in its best interest from time to tune. The failure of the Village or the Cansulund to exercise at any time any such riglus shall not be deemed or aonsu•ued 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. 11. Titit d Pa Beneflciar . No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall he made or be valid against the Village. K, Coverni� [yaw: Venue. This Agreement shall be governed by, construed and enforced in accordance with the internal laws, hot not the conflicts of laws rules, of the State of Illinois. Venue for any action arising out of this Agreement shall be in the Circuit Court. for DuPage County, Illinois. C, Exhibhs nud OthcrA t�oame tests, If any conflict exists between this Agreoment and any exhibit attached hereto or any other Agreement between the parties relating to this transaction, the terms of this Agreement shall prevail, M, No Disclosure of C nfidentinl Informat on by, 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 Information and shall not disclose or use such Confidential Information without the express prior written consent of rhe Village. The Consultant shall use reasonable measures at least as strict as those the Consultant uses to protect its own confidential information. Such mensures shall include, without lindiation, requiring employees and subcontractors of the Consultant to execute a non -disclosure agreement before obtaining access to Confidential information. AT Ry. R Charlotte Pruss, Village Clerk plecalINIGIOXV111agmweManagor A'17TESI': , By --- /� er : c' '+Y � _�_�R,��.0 JL4. Title __,��13__.___0— �� RESERVE 1103 Westgate Street, Suite 205 Oak Park, IL 60301 tog (hiding. Everyday tommilment. Property Replacemen' dLf Reserve Study Proposal Village of Oak Brook Bath and Tennis Club Oak Brook, Illinois Ref. No. 161403 August 17, 2016 ADVISORS Mini. Everydvr mmmiimenl. Mr. Rick Valent, Superintendent of Public Works Village of Oak Brook Bath and Tennis Club 800 Oak Brook Road Oak Brook, IL 60523 Dear Mr. Valent: -1103 Westgate street, �uuu zuo Oak Park, IL 60301 August 17, 2016 Thank you for the opportunity to present Village of Oak Brook Bath and Tennis Club with a Property Replacement Reserve Study Proposal. Reserve Advisors is an engineering consulting firm specializing in reserve study services. Our experience is relevant and broad including such clubs as Houston Country Club (Houston), Exmoor Country Club (Chicago), St. Andrews Country Club (Boca Raton), Congressional Country Club (Bethesda), the site of the 2011 U.S. Open Championship, St. Francis Yacht Club (San Francisco), Bay Harbor Yacht Club (Traverse City), Baltusrol Golf Club (Springfield, NJ), the site of the 2005 PGA Championship, The Polo Club (Boca Raton), Thunderbird Country Club (Rancho Mirage) and The Olympic Club (San Francisco), the site of the 2012 U.S. Open Championship. Management staff and department heads will benefit because we will help you maintain your club's property in excellent condition. The real value to managers is that our reserve studies become a key element in the strategic planning process and help keep your competitive advantage and manage your club as a business. Reserve Advisors uses only employees with engineering and architectural degrees to inspect each property. Each holds a Reserve Specialist (RS) and Professional Reserve Analyst (PRA) designation upon eligibility. Your study will be reviewed by a team of these specialists and the Director of Quality Assurance, who together, ensure that your club will receive the most comprehensive property condition assessment, capital project forecast and realistic funding solution. Thank you again, Mr. Valent. We look forward to helping Village of Oak Brook Bath and Tennis Club budget capital reserves with a long range business plan for your club. Sincerely, William Maggio Great Lakes Regional Account Manager william@reserveadvisors.com ''ADVISORS Long term AbMng. Ivepdvy commitment. A Property Replacement Reserve Study is a long range strategic planning tool with a reserve funding plan that offsets the major future capital expenditures. This long range plan includes both a physical and financial analysis. Physical Analysis Component Inventory Condition Assessment Estimated useful life, remaining life and replacement cost Financial Analysis • Reserve Fund Status • Reserve Funding Plan THE RESERVE ADVISORS long I'MI Ihiflwng. Everyday COMM11 enl. ✓ Our reports include an Executive Summary to help you communicate our objective recommendation to the membership. ✓ You require timely recommendations —we stress fast report turnaround ✓ Easy -to -Use Reports— our reports contain helpful and understandable text with meaningful graphics. ✓ Rigorous Quality Control Program —only Reserve Advisors uses a unique team peer review system, rather than a single person, who tooetherdetennine the most accurate capital project forecasts and realistic reserve funding plan for you. ✓ Exceed Industry Standards —You're assured the highest quality because Reserve Advisors exceeds the Industry standards set by the Association of Professional Reserve Analysts (APRA). ✓ No Conflict of Interest— As Professional Reserve Analysts (PRA), our independent and objective opinion eliminates any real or perceived conflict of Interest as we do not conduct capital projects. ✓ Professional Designations —Our advisors all have degrees in engineering or architecture. We do not use subcontractors. Each obtains either the coveted Reserve Specialists (RS) or Professional Reserve Analysts (PRA) designation, or both, immediately upon eligibility. ✓ You benefit from the latest technology through our memberships with: ♦ American Association of Cost Engineers ♦ American Society of Heating, Refrigerating and Air -Conditioning Engineers ♦ Association of Construction Inspectors ♦ Association of Professionals Reserve Analysts, Principal of the firm is a founding member that developed national Reserve Study standards. Ung tom thinking. EveOdy ran61MR1. COLLABORATE. CREATE. STORE & SHARE. FORESITET" Tracking Your Past. Forecasting Your Future. ForeSite Basic. ✓ Secure, 24/7 online access to your original reserve study for 7 years. ✓ Export and printyour study. ✓ Add notes and comments. ✓ Store project bids, contracts and photos. ✓ Receive unlimited support for 10 registered users. ✓ Get 60 days of free access to ForeSite Plus. Each user can create and print multiple "what if" scenarios. 119 T: All the . • . e : • FpreSite Plus... features of Basic and ✓ Answer all your questions with the ability to MORE! create, print and save unlimited "what If" scenarios. • Change replacement timing, costs or quantities. • Reduce reservecontributions. • Raise the Interest rate. ✓ Designate an approved scenario to guide your community. • Facilitate budgeting and reserve expenditure discussions. • Track actual capital projects. • Improve communication and streamline meetings. • Easily share information with new board members. The benefits of ForeSite Plus add up. (312)533-6030 www.reserveadvisors.com (414)272-3663 t�LSEM' ADV SI O SR chin ring. Everydaytammilmenl. TO The specific property to be included In your Property Replacement Reserve Study for Village of Oak Brook Bath and Tennis includes: Exterior Building Elements • Decks • Patios Amenities • Clubhouse Including Building Basics, Kitchenette, Furnishings, Appliances, etc. • Party Room • Pools (2) including Fences, Decks, Mechanicals and Furniture • Wading Pool • Tennis Courts (8) • Gazebo Site Components • Driveways • Fences • Parking Areas • Pond • Post or Pole Lights • Sidewalks . Signage • Streets & Curbs • Tennis Pro Shop • Concession Stand • Locker Rooms & Showers • Bar Our analysis is fully supported through our on-site inspection, and considers local replacement costs, maintenance history, quality of equipment and construction materials, age, condition, and relevant climate conditions. Reference Aerial Photograph: Property to be Included also includes other Improvements to the club as defined In your Club's declaration and other property that you'd like us to Include "(significant structural elements not listed above are subject to approval). tWADVISORS Long term ihinldng. Everyday cammllmenl. On-site Meetings with your Management Staff and Department Heads during our Inspection. • Realistic Reserve Budgets for the next 20 years. • 20 -year Funding Pian that includes Interest earned on your investments and the effect of inflation on local costs for materials and labor, resulting in a more accurate financial analysis, • Component Inventory of all property elements with measurements determined through on- site visual observations, review of documents, and discussions with you and Department Heads. Reserve Expenditures Forecast that prioritizes each repair/replacement project in both present and future costs. Property Components' useful lives and remaining useful lives. • Condition Assessment, Including descriptions and photographs of observed conditions of the major property categories. • Executive Summary — an excellent tool for communicating your strategic plan to the membership. (312) 533-6038 w .resenreadvlsors.com (414) 272-3663 Mr. Valent, thank you for the opportunity to present this proposal to Village of Oak Brook Bath and Tennis Club. We look forward to serving you. Your assignment will receive our most careful and professional attention. Our team of specialists with degrees in engineering is ready to apply their unmatched experience to ensure the most accurate and thorough reserve study for you. We are committed to providing the best value for your investment, while paying close attention to the standards that you expect for your members. We look forward to being your long term partner to help you implement a realistic property replacement reserve funding plan saving you time In budget meetings for years to come. We are always available to discuss your property replacement reserve study at any time after the assignment, for free. Following your decision, we invite you to sit back and relax, knowing that in a few short weeks your property replacement reserve study will be hard at work. RI ESER E /ADVISORS tong -lean IIIA116g. Everyday rommilmenl. 1103 Westgate Street, Suite 205 Oak Park, IL 60301 I hereby authorize Reserve Advisors, Inc. to perform the following services for Village of Oak Brook Bath and Tennis Club in this proposal dated August 17, 2016, in accordance with the Professional Service Conditions herein. Prices valid for 45 days: Time from authorization to inspection varies depending on demand for our services. You will receive your report approximately 5 weeks after our inspection and timely receipt of any information necessary to complete the assignment. Pleaseinitial to authorize the following services: LrProperty Replacement Reserve Study for a total investment of $9,450, which includes all expenses. a Meeting with our engineer on the day of the visual onsite property inspection o Custom reserve study report with Comprehensive Condition Assessment m One (1) 30 Year Funding Plan based on the Cash Flow Analysis Funding Method e ExceI0 spreadsheet with Reserve Expenditures and Funding Plan (excludes formulas) • Unlimited videolteleconference support with our engineer e ForeSite Basic - Read your reserve study online, download a copy or Excel spreadsheets, store comments, photos and bids. And, try ForeSite Plus free for 60 days _ForeSite Plus, 3 -year subscription of $945 per year. Includes ForeSite Basic and allows 10 users the ability to create unlimited what If scenarios. Change replacement costs, timing, contributions and more! Use it to streamline budget meetings. Proof -of -loss Replacement Cost Insurance Appraisal fora fee of $2,100 done in conjunction with the Property Replacement Reserve Study, conducted by a certified appraiser who is a senior accredited member of the American Society of Appraisers (ASA). _Additional Reserve Study Report color copies are offered at $75 each. Indicate quantity. Please send signed confirmation page to: Email: william@reserveadvisors.com or Fax: (414) 272-3663 For: Village of Oak Authorized S!anatun Print Name:k'i 4:U)i Dale: Mail $4,725 retainer to: Reserve Advisors, Inc. Attn: Accounting 735 N. Water Street, Suite 175 Milwaukee, WI 53202 For: Reserve Advisors, Inc. Signature: William Maggio Great Lakes Regional Account Manager william@reserveadvisors.com Phone:7a- Email Address: WATCiiirv4D Date: August 17, 2016 Ref. 161403 Payment Terms: Retainer payment is due upon authorization and prior to inspection. The balance due is net 30 days from the report shipment date. Following receipt of balance due, you may request one set of complimentary changes within six months of the report shipment. Any outstanding balance after 30 days of the final invoice date is subject to an interest charge of 1.5% per month. This agreement is subject to our Professional Service Conditions. RESERVE 'ADVISORS WV firm thinking. Everylvr mmmilmenl. HISTORY AND DEPTH OF SERVICE TO AMERICA Founded In 1991, Reserve Advisors, Inc. Is the leading provider of reserve studies and independent property consulting services, serving clubs, community associations, non-profit organizations, apartment building owners, religious institutions and educational facilities, office and commercial building owners, and other entities in over 40 slates and Canada. The architectural engineering consulting firm was formed to take a leadership role in helping fiduciaries, boards, and property managers manage their property like a business with a long range property and financial master plan known as a reserve study. Our principals are founders of Community Associations Institute's (CAI) Reserve Committee. Also, one of our principals is a Past President of the Association of Professional Reserve Analysts (APRA). Reserve Advisors has the largest staff with engineering and architectural degrees dedicated to reserve study services. Our vast experience with a variety of building types and ages, on-site examination, and a historical analysis are keys to our determining accurate remaining useful life estimates of building components. No Conflict of Interest - As specialists, our independent expert opinion eliminates any real or perceived conflict of interest because we do not conduct or manage capital projects. TOTAL STAFF INVOLVEMENT Several staff members participate in each assignment. The responsible advisor involves the staff through a Peer Review, exclusive to Reserve Advisors, Inc., and by utilizing the experience of other staff gained from serving hundreds of other clients. A peer review is an internal quality assurance review of an assignment Including the inspection, costing, lifing and technical report phases of the assignment. Each peer review is attended the Director of Quality Assurance, a Review Coordinator and other participatory peers. Due to our extensive experience with building components, we do not have a need to utilize subcontractors. OUR GOAL To help our clients fulfill their fiduciary responsibilities to maintain property in good condition. VAST EXPERIENCE WITH A VARIETY OF CLUBS Reserve Advisors, Inc. has conducted reserve studies for major clubs across the USA. Our clients include Houston Country Club (Houston), Exmoor Country Club (Chicago), St. Andrews Country Club (Boca Raton), Congressional Country Club (Bethesda), the site of the 2011 U.S. Open Championship, St. Francis Yacht Club (San Francisco), Bay Harbor Yacht Club (Traverse City), Baltusrol Golf Club (Springfield, NJ), the site of the 2005 PGA Championship, The Polo Club (Boca Raton), Thunderbird Country Club (Rancho Mirage) and The Olympic Club (San Francisco), the site of the 2012 U.S. Open Championship. We're familiar with all types of building exteriors, recreational property, golf course and kitchen equipment. We also routinely inspect buildings with various types of mechanical systems such as simple electric heat, to complex systems with air handlers, chillers, boilers, heat pumps, elevators, and life safety security systems. Ah RESERVE ADVISORS Long Into thinking, Everydaytomrrvimenl. Directors Reserve Advisors has developed a senior level of directors who are responsible for ensuring quality. Todd M. Walter P.E., PRA, RS Director of Production Management Alan M. Ebert RE., PRA, RS Director of Quality Assurance Chris C. DeWall PRA, RS Director of Product Development Matthew C. Kuisle P.E., PRA, RS Director of Client Services - Soulheast Region Michelle O. Baldry P.E., PRA, RS Director of Client Services - Northeasl Region Jacque Martin Director of Client Services — Wesl and Great Lakes Regions Monica Mack Director of Illinois Client Services APRA At—iaf.er A.Q.mw R,..re AW,a Principals Reserve Advisors is led by John P. Poehlmann and Theodore J. Salgado who co-founded the company in 1991. John P. Poehlmann, RS; M.S. Masters of Science — Management; BBA John has more than 25 years experience in the reserve study and valuation business and holds his Reserve Specialist (RS) designation. He's served on CAI's (Community Associations Institute) national Board of Trustees. Theodore J. Salgado, P.E., PRA, RS, B.S. Architectural Engineering Ted is a professional engineer who has more than 35 years experience in the reserve study and valuation business. He is a past president of the Association of Professional Reserve Analysts (APRA) and holds his RS and PRA professional designations. Professional Staff Reserve Advisors has assembled the most experienced staff to serve you and your needs. • Each year, we conduct thousands of reserve studies throughout the United States so we know your area and the conditions that affect your property. • At Reserve Advisors, we have the most engineers on staff in the business, assuring you the most accurate property condition assessments and reserve funding advice. • All of our engineers have earned their reserve specialist and professional reserve analyst designations or are working toward them. PROFESSIONAL ASSOCIATIONS American Association of Cost Engineers (RACE) American Institute of Architects (AIA) American Society of Healing. Refrigerating and Air -Conditioning Engineers (ASHRAE) Association of Constmctlon Inspectors (Act) Community Associations Institute (CAI) Construction Specincations Institute (CSI) Professional Reserve Analyst (PRA) Reserve Specialist (RS) 'r�Ao community YiOr.{inS,itYl[ 114-14 *1 71 41fYADVISORS Long tem thinking. EYM110y tanmitML CONDITIONS Our Services - Reserve Advisors, Inc. will perform its services as an independent contractor in accordance with our professional practice standards. Our compensation Is not contingent upon our conclusions. Our inspection and analysis of the subject property is limited to visual observations and is noninvaslve. We will inspect sloped roofs from the ground. We will Inspect flat roofs where safe access (stairs or ladder permanently attached to the structure) is available. The report Is based upon a "snapshot in time" at the moment of our observation. Conditions can change between the time of inspection and the issuance of the report. Reserve Advisors does not investigate, nor assume any responsibility for any existence or Impact of any hazardous materials, structural, latent or hidden defects which may or may not be present on or within the property. Our opinions of estimated costs and remaining useful lives are not a guarantee of the actual costs of replacement, a warranty of the common elements or other property elements, or a guarantee of remaining useful lives. We assume, without independent verification, the accuracy of all data provided to us. You agree to indemnify and hold us harmless against and from any and all losses, claims, actions, damages, expenses or liabilities, Including reasonable attorneys' fees, to which we may become subject in connection with this engagement, because of any false, misleading or incomplete information which we have relied upon as supplied by you or others under your direction, or which may result from any improper use or reliance on the report by you or third parties under your control or direction. Your obligation for indemnification and reimbursement shall extend to any controlling person of Reserve Advisors, Inc., Including any director, officer, employee, affiliate, or agent. Ltability of Reserve Advisors, Inc. and Its employees, affiliates, and agents for errors and omissions, if any, in this work is limited to the amount of its compensation for the work performed in this engagement. Report - Reserve Advisors, Inc. will complete the services in accordance with the Proposal. The Report represents a valid opinion of our findings and recommendations and is deemed complete. However, we will consider any additional information made available to us in the interest of promptly issuing a Revised Report if changes are requested within six months of receiving the Report. We retain the right to withhold a Revised Report if payment for services is not rendered In a timely manner. All files, work papers or documents developed by us during the course of the engagement remains our property. Your Obligations - You agree to provide us access to the subject property during our onsite visual inspection and tour. You will provide to us to the best of your ability and if reasonably available, historical and budgetary information, the governing documents, and other information that we request and deem necessary to complete our Study. You agree to pay our actual attorneys' fees and any other costs incurred in the event we have to initiate litigation to collect on any unpaid balance for our services. Use of Our Report and Your Name - Use of our Report(s) Is limited to only the purpose stated herein. Any use or reliance for any other purpose, by you or third parties, Is Invalid. Our Reserve Study Report In whole or part Is not and can not be used as a design specification, design engineering services or an appraisal. You may show our report in its entirety to those third parties who need to review the information contained herein. The Client and other third parties viewing this report should not reference our name or our report, in whole or in part, in any document prepared and/or distributed to third parties without our written consent. This report contains Intellectual property developed by Reserve Advisors, Inc. specific to this engagement and can not be reproduced or distributed to those who conduct reserve studies without the written consent of Reserve Advisors, Inc. We reserve the right to include our client's name in our client lists, but we will maintain the confidentiality of all conversations, documents provided to us, and the contents of our reports, subject to legal or administrative process or proceedings. These conditions can only be modified by written documents executed by both parties. Payment Terms, Due Dates, and Interest Charges - Retainer payment Is due upon authorization andrio or to Inspection. The balance due is net 30 days from the report shipment date. You may request one set of complimentary revisions within six months of the report shipment. Any outstanding balance after 30 days of the final Invoice date Is subject to an Interest charge of 1.5% per month. Any litigation necessary to collect an unpaid balance shall be venued in Milwaukee County Circuit Court In the State of Wisconsin.