HomeMy WebLinkAboutResolution 2026-009 Resolution i No. 2026-09
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RESOLUTION OF THE UNITED CITY OF YORKVILLE,
KENDALL COUNTY, ILLINOIS APPROVING AN ENGINEERING
AGREEMENT WITH ENGINEERING ENTERPRISES, INC.
WHEREAS,the United Cityof Yorkville, Kendall Count Illinois (the "City") is a non-
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home rule municipality duly organized and validly existing in accordance with the Constitution
of the State of Illinois and the laws of this State; and
WHEREAS, the City's Public Works Department, along with the City's Engineer and
Alfred Benesch & Company, plans to provide bridge inspection services for five bridges located
in the City of Yorkville (the"Project"); and
WHEREAS, completion of the Project will require engineering services conducted by an
outside engineering firm; and
WHEREAS,Engineering Enterprises,Inc.,of Sugar Grove,Illinois("EEI"),has prepared
an agreement between EEI and the City for engineering services related to the Project (the
"Agreement"), said Agreement being attached hereto as Exhibit A; and
WHEREAS, EEI has provided engineering services for various projects completed by
the City,and the City administration has found that EEI is a qualified and experienced engineering
firm; and
WHEREAS, the City administration recommends approval of the Agreement.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council (the
"Corporate Authorities") of the United City of Yorkville, Kendall County, Illinois, as follows:
Section 1. The foregoing recitals are hereby incorporated in this Resolution as the
findings of the Corporate Authorities.
Resolution No.2026-09
Page 1
Section 2. The Mayor and City Clerk are hereby authorized to execute a 2026-2027
Bridge Inspection Services, Professional Services Agreement, attached hereto as Exhibit A.
Section 3. This Resolution shall be in full force and effect from and after its passage
and approval according to law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
27th day of January, A.D. 2026.
11 - UA caokA\M-0
.ciTY CLERK
KEN KOCH AYE DAN TRANSIER AYE
ARDEN JOE PLOCHER AYE CRAIG SOLING AYE
CHRIS FUNKHOUSER AYE MATT MAREK AYE
RUSTY CORNEILS AYE RUSTY HYETT ABSENT
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois
this)Oday of , A.D. 2026.
MAYOR
Attest:
V4
C. y Clerk
Resolution No.2026-09
Page 2
UNITED CITY OF YORKVILLE 2026-2027 BRIDGE INSPECTION SERVICES
2026-2027 Bridge Inspection Services
United City of Yorkville
Professional Services Agreement
THIS AGREEMENT, by and between the United City of Yorkville, hereinafter referred to as
the "City" or "OWNER" and Engineering Enterprises, Inc. hereinafter referred to as the
"Contractor" or "ENGINEER" agrees as follows:
A. Services:
ENGINEER and Alfred Benesch & Company agree to furnish to the City the following
services: Alfred Benesch & Company shall provide any and all necessary bridge inspection
services to the City as indicated on the Scope of Services in Attachment E. Bridge Inspection
Services for all bridges indicated on Attachment C will be provided. ENGINEER will provide
project administration services. Bridge inspections will be in accordance with all City and
Illinois Department of Transportation requirements.
B. Term:
Services will be provided beginning on the date of execution of this agreement and
continuing, until terminated by either party upon 7 days written notice to the non-terminating
party or upon completion of the Services. Upon termination the Contractor shall be
compensated for all work performed for the City prior to termination.
C. Compensation and maximum amounts due to Contractor:
ENGINEER shall receive as compensation for all work and services to be performed herein,
an amount based on the Estimated Level of Effort and Associated Cost included in
Attachment B. Bridge Inspection Services will be paid as a Fixed Fee (FF) in the amount of
$40,228, of which direct expenses are estimated at$39,000. The hourly rates for this project
are shown in the attached 2025 Standard Schedule of Charges(Attachment D). All payments
will be made according to the Illinois State Prompt Payment Act and not less than once every
thirty days.
D. Changes in Rates of Compensation:
In the event that this contract is designated in Section B hereof as an Ongoing Contract,
ENGINEER, on or before February 1st of any given year, shall provide written notice of any
change in the rates specified in Section C hereof (or on any attachments hereto) and said
changes shall only be effective on and after May 1st of that same year.
PAGE 1
UNITED CITY OF YORKVILLE 2026-2027 BRIDGE INSPECTION SERVICES
E. Ownership of Records and Documents:
Contractor agrees that all books and records and other recorded information developed
specifically in connection with this agreement shall remain the property of the City. Contractor
agrees to keep such information confidential and not to disclose or disseminate the
information to third parties without the consent of the City. This confidentiality shall not apply
to material or information, which would otherwise be subject to public disclosure through the
freedom of information act or if already previously disclosed by a third party. Upon termination
of this agreement, Contractor agrees to return all such materials to the City. The City agrees
not to modify any original documents produced by Contractor without contractors consent.
Modifications of any signed duplicate original document not authorized by ENGINEER will
be at OWNER's sole risk and without legal liability to the ENGINEER. Use of any incomplete,
unsigned document will, likewise, be at the OWNER's sole risk and without legal liability to
the ENGINEER.
F. Governing Law:
This contract shall be governed and construed in accordance with the laws of the State of
Illinois. Venue shall be in Kendall County, Illinois.
G. Independent Contractor:
Contractor shall have sole control over the manner and means of providing the work and
services performed under this agreement. The City's relationship to the Contractor under this
agreement shall be that of an independent contractor. Contractor will not be considered an
employee to the City for any purpose.
H. Certifications:
Employment Status: The Contractor certifies that if any of its personnel are an employee of
the State of Illinois, they have permission from their employer to perform the service.
Anti-Bribery: The Contractor certifies it is not barred under 30 Illinois Compiled Statutes
500/50-5(a) - (d) from contracting as a result of a conviction for or admission of bribery or
attempted bribery of an officer or employee of the State of Illinois or any other state.
Loan Default: If the Contractor is an individual, the Contractor certifies that he/she is not in
default for a period of six months or more in an amount of$600 or more on the repayment of
any educational loan guaranteed by the Illinois State Scholarship Commission made by an
Illinois institution of higher education or any other loan made from public funds for the purpose
of financing higher education (5 ILCS 385/3).
Felony Certification: The Contractor certifies that it is not barred pursuant to 30 Illinois
Compiled Statutes 500/50-10 from conducting business with the State of Illinois or any
agency as a result of being convicted of a felony.
PAGE 2
UNITED CITY OF YORKVILLE 2026-2027 BRIDGE INSPECTION SERVICES
Barred from Contracting: The Contractor certifies that it has not been barred from
contracting as a result of a conviction for bid-rigging or bid rotating under 720 Illinois
Compiled Statutes 5/33E or similar law of another state.
Drug Free Workplace: The Contractor certifies that it is in compliance with the Drug Free
Workplace Act (30 Illinois Compiled Statutes 580) as of the effective date of this contract.
The Drug Free Workplace Act requires, in part, that Contractors, with 25 or more employees
certify and agree to take steps to ensure a drug free workplace by informing employees of
the dangers of drug abuse, of the availability of any treatment or assistance program, of
prohibited activities and of sanctions that will be imposed for violations; and that individuals
with contracts certify that they will not engage in the manufacture, distribution, dispensation,
possession, or use of a controlled substance in the performance of the contract.
Non-Discrimination, Certification, and Equal Employment Opportunity: The Contractor
agrees to comply with applicable provisions of the Illinois Human Rights Act (775 Illinois
Compiled Statutes 5), the U.S. Civil Rights Act, the Americans with Disabilities Act, Section
504 of the U.S. Rehabilitation Act and the rules applicable to each. The equal opportunity
clause of Section 750.10 of the Illinois Department of Human Rights Rules is specifically
incorporated herein. The Contractor shall comply with Executive Order 11246, entitled Equal
Employment Opportunity, as amended by Executive Order 11375, and as supplemented by
U.S. Department of Labor regulations (41 C.F.R. Chapter 60). The Contractor agrees to
incorporate this clause into all subcontracts under this Contract.
International Boycott: The Contractor certifies that neither it nor any substantially owned
affiliated company is participating or shall participate in an international boycott in violation
of the provisions of the U.S. Export Administration Act of 1979 or the regulations of the U.S.
Department of Commerce promulgated under that Act (30 ILCS 582).
Record Retention and Audits: If 30 Illinois Compiled Statutes 500/20-65 requires the
Contractor (and any subcontractors) to maintain, for a period of 3 years after the later of the
date of completion of this Contract or the date of final payment under the Contract, all books
and records relating to the performance of the Contract and necessary to support amounts
charged to the City under the Contract. The Contract and all books and records related to
the Contract shall be available for review and audit by the City and the Illinois Auditor
General. If this Contract is funded from contract/grant funds provided by the U.S.
Government, the Contract, books, and records shall be available for review and audit by the
Comptroller General of the U.S. and/or the Inspector General of the federal sponsoring
agency. The Contractor agrees to cooperate fully with any audit and to provide full access to
all relevant materials.
United States Resident Certification: (This certification must be included in all contracts
involving personal services by non-resident aliens and foreign entities in accordance with
requirements imposed by the Internal Revenue Services for withholding and reporting federal
income taxes.)The Contractor certifies that he/she is a: x United States Citizen _Resident
Alien Non-Resident Alien The Internal Revenue Service requires that taxes be withheld
PAGE 3
UNITED CITY OF YORKVILLE 2026-2027 BRIDGE INSPECTION SERVICES
on payments made to non-resident aliens for the performance of personal services at the
rate of 30%.
Tax Payer Certification : Under penalties of perjury, the Contractor certifies that its Federal
Tax Payer Identification Number or Social Security Number is (provided separately) and is
doing business as a (check one): Individual Real Estate Agent Sole
Proprietorship Government Entity Partnership Tax Exempt Organization
(IRC 501(a) only) x Corporation Not for Profit Corporation Trust or Estate
Medical and Health Care Services Provider Corp.
I. Indemnification:
Contractor shall indemnify and hold harmless the City and City's agents, servants, and
employees against all loss, damage, and expense which it may sustain or for which it will
become liable on account of injury to or death of persons, or on account of damage to or
destruction of property resulting from the performance of work under this agreement by
Contractor or its Subcontractors, or due to or arising in any manner from the wrongful act or
negligence of Contractor or its Subcontractors of any employee of any of them. In the event
that the either party shall bring any suit, cause of action or counterclaim against the other
party,the non-prevailing party shall pay to the prevailing party the cost and expenses incurred
to answer and/or defend such action, including reasonable attorney fees and court costs. In
no event shall the either party indemnify any other party for the consequences of that party's
negligence, including failure to follow the ENGINEER's recommendations.
J. Insurance:
The ENGINEER agrees that it has either attached a copy of all required insurance certificates
or that said insurance is not required due to the nature and extent of the types of services
rendered hereunder. (Not applicable as having been previously supplied)
K. Additional Terms or Modification:
The terms of this agreement shall be further modified as provided on the attached Exhibits.
Except for those terms included on the Exhibits, no additional terms are included as a part of
this agreement. All prior understandings and agreements between the parties are merged
into this agreement, and this agreement may not be modified orally or in any manner other
than by an agreement in writing signed by both parties. In the event that any provisions of
this agreement shall be held to be invalid or unenforceable, the remaining provisions shall
be valid and binding on the parties. The list of Attachments are as follows:
Attachment A: Standard Terms and Conditions
Attachment B: Estimated Level of Effort and Associated Cost
Attachment C: Location Map
Attachment D: 2025 Standard Schedule of Charges
Attachment E: Alfred Benesch & Company Proposal
klor
PAGE 4
UNITED CITY OF YORKVILLE 2026-2027 BRIDGE INSPECTION SERVICES
L. Notices:
All notices required to be given under the terms of this agreement shall be given mail,
addressed to the parties as follows:
For the City: For the ENGINEER:
City Administrator and City Clerk Engineering Enterprises, Inc.
United City of Yorkville 52 Wheeler Road
651 Prairie Pointe Drive Sugar Grove Illinois 60554
Yorkville, IL 60560
Either of the parties may designate in writing from time to time substitute addresses or
persons in connection with required notices.
Agreed to this3b day of j'DIYl1Xk J , 2026.
United ity of Yorkville: Engineering Enterprises ..
fi
John Purcet \ Brad Sanderson, PE
Mayor ,_. Chief Operating Officer/ President
CLUA4•0(1 --Q9 (19 (SfrUkt
Jori Contrino Angie Smith
City Clerk Director of Marketing & Business Development
PAGE 5
ENGINEERING ENTERPRISES, INC. ATTACHMENT A
STANDARD TERMS AND CONDITIONS
Agreement: These Standard Terms and Conditions, together with the Professional Services Agreement, constitute the entire
integrated agreement between the OWNER and Engineering Enterprises, Inc.(EEI)(hereinafter"Agreement"),and take precedence
over any other provisions between the Parties.These terms may be amended,but only if both parties consent in writing.However,to
the extent that the Scope of Work differs from the Standard Terms and Conditions,the Scope of Work document controls.
Standard of Care: In providing services under this Agreement,the ENGINEER will endeavor to perform in a matter consistent with
that degree of care and skill ordinarily exercised by members of the same profession currently practicing under same circumstances
in the same locality. ENGINEER makes no other warranties,express or implied,written or oral under this Agreement or otherwise,in
connection with ENGINEER'S service.
Construction Engineering and Inspection: The ENGINEER shall not supervise, direct, control, or have authority over any
contractor work, nor have authority over or be responsible for the means, methods, techniques sequences, or procedures of
construction selected or used by any contractor,or the safety precautions and programs incident thereto,for security or safety of the
site, nor for any failure of a contractor to comply with laws and regulations applicable to such contractor's furnishing and performing
of its work.
The ENGINEER neither guarantees the performance of any contractor nor assumes responsibility for contractor's failure to furnish
and perform the work in accordance with the contract documents.
The ENGINEER is not responsible for the acts or omissions of any contractor, subcontractor, or supplies,or any of their agents or
employees or any other person at the site or otherwise furnishing or performing any work.
Shop drawing and submittal review by the ENGINEER shall apply to only the items in the submissions and only for the purpose of
assessing if upon installation or incorporation in the project work they are generally consistent with the construction documents.
OWNER agrees that the contractor is solely responsible for the submissions and for compliance with the construction documents.
OWNER further agrees that the ENGINEER'S review and action in relation to these submissions shall not constitute the provision of
means, methods, techniques, sequencing or procedures of construction or extend or safety programs or precautions. The
ENGINEER'S consideration of a component does not constitute acceptance of the assembled items.
The ENGINEER'S site observation during construction shall be at the times agreed upon in the Project Scope. Through standard,
reasonable means the ENGINEER will become generally familiar with observable completed work. If the ENGINEER observes
completed work that is inconsistent with the construction documents, that information shall be communicated to the contractor
and OWNER for them to address.
Opinion of Probable Construction Costs: ENGINEER'S opinion of probable construction costs represents ENGINEER'S best and
reasonable judgment as a professional engineer.OWNER acknowledges that ENGINEER has no control over construction costs of
contractor's methods of determining pricing,or over competitive bidding by contractors,or of market conditions or changes thereto.
ENGINEER cannot and does not guarantee that proposals,bids or actual construction costs will not vary from ENGINEER'S opinion
of probable construction costs.
Copies of Documents&Electronic Compatibility: Copies of Documents that may be relied upon by OWNER are limited to the
printed copies(also known as hard copies)that are signed or sealed by the ENGINEER.Files in electronic media format of text,data,
graphics, or of other types that are furnished by ENGINEER to OWNER are only for convenience of OWNER.Any conclusion or
information obtained or derived from such electronic files will be at the user's sole risk. When transferring documents in electronic
media format,ENGINEER makes no representations as to long term compatibility,usability,or readability of documents resulting from
the use of software application packages,operating systems,or computer hardware differing from those used by ENGINEER at the
beginning of the project.
Changed Conditions: If,during the term of this Agreement,circumstances or conditions that were not originally contemplated by or
known to the ENGINEER are revealed, to the extent that they affect the scope of services, compensation, schedule, allocation of
risks,or other material terms of this Agreement,the ENGINEER may call for renegotiation of appropriate portions of this Agreement.
The ENGINEER shall notify the OWNER of the changed conditions necessitating renegotiation,and the ENGINEER and the OWNER
shall promptly and in good faith enter into renegotiation of this Agreement to address the changed conditions. If terms cannot be
agreed to,the parties agree that either party has the absolute right to terminate this Agreement, in accordance with the termination
provision hereof.
Hazardous Conditions: OWNER represents to ENGINEER that to the best of its knowledge no Hazardous Conditions
(environmental or otherwise)exist on the project site.If a Hazardous Condition is encountered or alleged,ENGINEER shall have the
obligation to notify OWNER and, to the extent of applicable Laws and Regulations, appropriate governmental officials. It is
acknowledged by both parties that ENGINEER's scope of services does not include any services related to a Hazardous Condition.
In the event ENGINEER or any other party encounters a Hazardous Condition,ENGINEER may,at its option and without liability for
consequential or any other damages,suspend performance of services on the portion of the project affected thereby until OWNER:
(i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the
Hazardous Condition;and (ii)warrants that the project site is in full compliance with applicable Laws and Regulations.ENGINEER
agrees to cooperate with the OWNER,as necessary,to remediate a Hazardous Condition,but same may result in additional costs to
the OWNER.
PAGE 1
ENGINEERING ENTERPRISES, INC. ATTACHMENT A
Consequential Damages: Notwithstanding any other provision of this Agreement,and to the fullest extent permitted by law,neither
the OWNER nor the ENGINEER,their respective officers,directors,partners,employees,contractors,or subcontractors shall be liable
to the other or shall make any claim for any incidental,indirect,or consequential damages arising out of or connected in any way to
the Project or to this Agreement.This mutual waiver of consequential damages shall include,but is not limited to,loss of use,loss of
profit,loss of business, loss of income, loss of reputation, or any other consequential damages that either party may have incurred
from any cause of action including negligence, strict liability, breach of contract, and breach of strict or implied warranty. Both the
OWNER and the ENGINEER shall require similar waivers of consequential damages protecting all the entities or persons named
herein in all contracts and subcontracts with others involved in this project.
Termination: This Agreement may be terminated for convenience,without cause, upon fourteen (14)days written notice of either
party. In the event of termination,the ENGINEER shall prepare a final invoice and be due compensation as set forth in the Professional
Services Agreement for all costs incurred through the date of termination.
Either party may terminate this Agreement for cause upon giving the other party not less than seven(7)calendar days'written notice
for the following reasons:
(a) Substantial failure by the other party to comply with or perform in accordance with the terms of the Agreement
and through no fault of the terminating party;
(b) Assignment of the Agreement or transfer of the project without the prior written consent of the other party;
(c) Suspension of the project or the ENGINEER'S services by the OWNER for a period of greater than ninety(90)
calendar days,consecutive or in the aggregate.
(d) Material changes in the conditions under which this Agreement was entered into, the scope of services or the
nature of the project, and the failure of the parties to reach agreement on the compensation and schedule
adjustments necessitated by such changes.
Payment of Invoices: Invoices are due and payable within 30 days of receipt unless otherwise agreed to in writing.
Third Party Beneficiaries: Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in
favor of a third party against either the OWNER or the ENGINEER. The ENGINEER'S services under this Agreement are being
performed solely and exclusively for the OWNER'S benefit,and no other party or entity shall have any claim against the ENGINEER
because of this Agreement or the performance or nonperformance of services hereunder. The OWNER and ENGINEER agree to
require a similar provision in all contracts with contractors,subcontractors,vendors and other entities involved in this Project to carry
out the intent of this provision.
Force Majeure: Each Party shall be excused from the performance of its obligations under this Agreement to the extent that such
performance is prevented by force majeure(defined below)and the nonperforming party promptly provides notice of such prevention
to the other party.Such excuse shall be continued so long as the condition constituting force majeure continues.The party affected
by such force majeure also shall notify the other party of the anticipated duration of such force majeure,any actions being taken to
avoid or minimize its effect after such occurrence,and shall take reasonable efforts to remove the condition constituting such force
majeure. For purposes of this Agreement,"force majeure"shall include conditions beyond the control of the parties,including an act
of God,acts of terrorism,voluntary or involuntary compliance with any regulation, law or order of any government,war,acts of war
(whether war be declared or not), labor strike or lock-out,civil commotion, epidemic,failure or default of public utilities or common
carriers,destruction of production facilities or materials by fire,earthquake,storm or like catastrophe.The payment of invoices due
and owing hereunder shall in no event be delayed by the payer because of a force majeure affecting the payer.
Additional Terms or Modification: All prior understandings and agreements between the parties are merged into this Agreement,
and this Agreement may not be modified orally or in any manner other than by an Agreement in writing signed by both parties. In the
event that any provisions of this Agreement shall be held to be invalid or unenforceable,the remaining provisions shall be valid and
binding on the parties.
Assignment: Neither party to this Agreement shall transfer or assign any rights or duties under or interest in this Agreement without
the prior written consent of the other party. Subcontracting normally contemplated by the ENGINEER shall not be considered an
assignment for purposes of this Agreement.
Waiver: A party's waiver of, or the failure or delay in enforcing any provision of this Agreement shall not constitute a waiver of the
provision,nor shall it affect the enforceability of that provision or of the remainder of this Agreement.
Attorney's Fees: In the event of any action or proceeding brought by either party against the other under this Agreement, the
prevailing party shall be entitled to recover from the other all costs and expenses including without limitation the reasonable fees of
its attorneys in such action or proceeding,including costs of appeal,if any,in such amount as the Court may adjudge reasonable.
Fiduciary Duty: Nothing in this Agreement is intended to create, nor shall it be construed to create,a fiduciary duty owed to either
party to the other party. EEI makes no warranty,express or implied,as to its professional services rendered.
Headings: The headings used in this Agreement are inserted only as a matter of convenience only, and in no way define, limit,
enlarge,modify,explain or define the text thereof nor affect the construction or interpretation of this Agreement.
PAGE 2
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ENGINEERING ENTERPRISES, INC. ATTACHMENT D
41 52 Wheeler Road, Sugar Grove, IL 60554
Ph: 630.466.6700• Fx: 630.466.6701
www.eeiweb.com
EMPLOYEE DESIGNATION CLASSIFICATION HOURLY RATE
Senior Principal E-4 $256.00
Principal E-3 $251.00
Senior Project Manager E-2 $243.00
Project Manager E-1 $218.00
Senior Project Engineer/Surveyor II P-6 $208.00
Senior Project Engineer/Surveyor I P-5 $193.00
Project Engineer/Surveyor P-4 $175.00
Senior Engineer/Surveyor P-3 $161.00
Engineer/Surveyor P-2 $146.00
Associate Engineer/Surveyor P-1 $132.00
Senior Project Technician II T-6 $182.00
Senior Project Technician I T-5 $171.00
Project Technician T-4 $159.00
Senior Technician T-3 $146.00
Technician T-2 $132.00
Associate Technician T-1 $115.00
Engineering/Land Surveying Intern I-1 $ 85.00
Director of Marketing and Business Development M-4 $135.00
Marketing Coordinator M-2 $100.00
Executive Administrative Assistant A-4 $ 80.00
Administrative Assistant A-3 $ 75.00
VEHICLES. DRONE, EXPERT TESTIMONY, REPROGRAPHICS AND DIRECT COSTS*
Vehicle for Construction Observation $ 20.00
Unmanned Aircraft System / Unmanned Aerial Vehicle / Drone $235.00
Expert Testimony $290.00
In-House Scanning and Reproduction $0.25/Sq. Ft. (Black & White)
$1.00/Sq. Ft. (Color)
Reimbursable Expenses (Direct Costs) Cost
Services by Others (Direct Costs) Cost + 10%
*unless specified otherwise in agreement
OUTSTANDING SERVICE • EVERY CLIENT • EVERY DAY
Alfred Benesch&Company
1230 East Diehl Road,Suite 109
beneschNaperville,IL 60563
www.benesch.com
P 630-577-9100
F 630-577-9199
November 18, 2025
Mr. Brad Sanderson, PE
President&COO
Engineering Enterprises, Inc.
52 Wheeler Road
Sugar Grove, IL 60554
Subject: 2026-2027 NBIS Bridge Inspection Services
Dear Mr. Sanderson:
Benesch is pleased to submit this proposal to provide NBIS Bridge Inspection services as Agency Program
Manager for the City of Yorkville (City), Illinois.Attached you will find the Scope of Services and Fee
Estimate(Attachment A) required to successfully complete the project, as well as Benesch's General
Terms and Conditions(Attachment B).
We understand that the City is requesting NBIS Inspection services for five (5)of their bridges that are
due for inspection in 2026 and 2027.The inspections will be performed in accordance with the National
Bridge Inspection Standards(NBIS), Structure Information and Procedure Manual (IDOT), Manual of
Bridge Evaluation (AASHTO) and as further detailed in Attachment A.
If this proposed scope, schedule,fee estimate and the general terms and conditions are acceptable,
Benesch will send a final contract for execution through IntelAgree, our electronic contract management
system.This scope and fee proposal will be included as an attachment to the contract.We thank you for
the opportunity to work with Engineering Enterprises, Inc. (EEI) and the City on this assignment. If you
have any questions or we can be of further assistance, please do not hesitate to call.
Sincerely,
Adrew Keaschall, PE,SE,VMA
Senior Vice President
AJK:mrb
Attachment A: Scope of Services and Fee Estimate
Attachment B: General Terms and Conditions
Attachment A
2026-2027 NBIS Bridge Inspection Services for the City of Yorkville, IL
Page 1
benesch
Scope of Services and Fee Estimate
The following outlines the scope of work to perform the NBIS Bridge Inspection services as Bridge
Program Manager:
1.0 Bridge Inspection
1.1 Field Work
Benesch will perform the NBIS Routine Inspection on the following Structure Numbers:
1. 045-3044
2. 047-3106
3. 047-3155
4. 047-3160
5. 047-6500
One field day is anticipated in 2026 and another field day in 2027. For a more detailed timeline,
see "Inspection Schedule"section of this proposal.The field inspection will involve a close visual
inspection of the entire bridges and include digital photographs of both sound and deteriorated
areas. Underside inspection of bridges over waterways will be performed from the banks and
using waders or a Benesch owned raft, if necessary. Substructure elements submerged in water
will be probed for scour.The required channel cross-sections will be performed on all five(5)
bridges.All inspections will be performed in the daytime. No night inspections, lane/shoulder
closures, or special equipment rentals are anticipated nor included in this proposal.
Benesch will communicate any critical finding to EEI immediately while in the field and follow up
on other serious findings within 24 hours of inspection completion.
1.2 Forms&Reports
Benesch will prepare and submit all applicable inspection forms to IDOT via their online Bridge
Inspection System (BIS), and via email in PDF format, if applicable.These forms include the new
BBS-3400(NBIS Routine Inspection Report),the new BBS-3320(Bridge Inventory Report), and
the BBS-2425/2426 (Channel Cross-Sections). Benesch will also prepare and submit to EEI via
email in PDF format a detailed Bridge Inspection Report including color photographs, findings,
exhibits, a summary of repair and maintenance recommendations (up to five years)for each
bridge and corresponding planning level cost estimates. Once all forms are accepted and
uploaded to the SIMS database by IDOT, Benesch will electronically update each bridge file as
required by IDOT's Bridge File Checklist.
2.0 On-Call Program Manager Services
Benesch can provide on-call engineering services for the bridges on an as needed basis.The
scope for these services is unknown at this time and thus not included in this proposal but can
be provided and negotiated upon request.
3.0 Quality Control
• Benesch will adhere to their Quality Control Plan developed specifically for bridge inspection
projects.
• Inspection forms and reports will be reviewed for quality prior to submittal.
Attachment A
2026-2027 NBIS Bridge Inspection Services for the City of Yorkville, IL b e n e s c h
Page 2
4.0 Administration and Coordination
• Coordination and discussions will be held via conference calls and e-mails as required.
• Meeting and meeting minutes are not anticipated nor are they included in this proposal.
• Normal accounting and reporting procedures will be conducted.
5.0 General Assumptions and Understanding
• We understand from the City that Identa Rd/Old IL 126 (SN 047-2534-W. of New Jct. IL
71/126) does not need to be inspected since it is less than 20 feet in length and thus does
not meet the length requirements to be considered an NBIS bridge.
• Detailed measurements of distressed areas of the deck, superstructure or substructure
required for the development of contract documents (PS&E) are not included in the scope
of this proposal.
• None of the City bridges are on the National Highway System (NHS);therefore, Element
Level Inspection is not required nor included in this proposal.
• FHWA released the NBIS changes that will affect the City's inspection program.The new
coding guide titled: Specifications for the National Bridge Inventory(SNBI)went into effect
in Illinois on 1/1/2025;therefore,the required inspection and inventory updates have been
included in this proposal.
Inspection Schedule
The following is a summary table of the upcoming NBIS inspections of the City bridges:
Structure Last Inspection Next No.of Inspections Inspection
No. Inspected Interval Inspection Included in this Type
Due Proposal
045-3044 08/13/2024 24-month August 2026 1 R, CCS
047-3106 08/13/2024 24-month August 2026 1 R, CCS
047-3155 08/13/2024 24-month August 2026 1 R, CCS
047-3160 08/02/2023 48-month August 2027 1 In-Depth R, CCS
047-6500 08/02/2023 48-month August 2027 1 In-Depth R, CCS
Table Legend: R: Routine; CCS: Channel Cross Sections
Benesch can begin work on this project immediately upon authorization to proceed and make sure each
bridge is inspected before its due date. Per IDOT requirement, Benesch will submit the forms to IDOT
within 30 days after the inspection completion date.The narrative inspection reports will be electronically
submitted in PDF format to EEI once the submitted forms have been approved by IDOT. The duration of
this contract will be until December 31, 2027.
Cost
Benesch shall be compensated with the lump sum amount of$39,000 for the bridge inspection task
which includes in-house direct costs, inspection equipment, and vehicle usage. Outside direct costs are
not anticipated for this project but would be billed separately at actual cost, if required. Additional
services or modifications to the agreement, including associated costs, shall be in writing and signed by
both parties prior to beginning the work.
benesch
ATTACHMENT B - GENERAL TERMS AND CONDITIONS
SECTION 1 —Services by Consultant week shall be the applicable hourly rate as specified in
1.1 Scope of Services and Fees the Schedule of Unit Rates.
The Services to be performed by Consultant and the
associated fee are set forth on the signature page or 2.3 Payment for Direct Expenses
in Attachment A, Scope of Services and Fee Estimate, 2.3.1 Payment
attached hereto, or, if applicable, by using serially For Direct Expenses incurred by Consultant, payment
numbered Work Authorizations. The Scope of to Consultant by Client shall be in accordance with
Services and Fee Estimate is valid for sixty(60) days, Consultant's Schedule of Unit Rates.
after which Consultant reserves the right to revise the 2.3.2 Direct Expenses
Scope of Services and Fee Estimate. For the purposes of this Agreement, Direct Expenses
to be contracted and managed by Consultant and
It is mutually understood that Consultant's fee is not a payable by Client to Consultant shall include: Outside
firm contractual amount, except the total fee by Services including the services and reimbursable
Consultant shall not be exceeded unless authorized in expenses for firms other than Consultant which are
writing by Client. The intent of the Scope of Services necessary for the Services Consultant is to perform;
is to identify the Services to be provided by Consultant; Laboratory Tests and related reports necessary for the
provided, however, it is specifically understood that by Services Consultant is to perform, either by Consultant
written notice to Consultant, Client can decrease or, or by an outside service for Consultant; Special
with concurrence of Consultant, increase the Scope of Equipment expenses including the costs of Consultant
Services. locating, acquiring, leasing, or renting any equipment
or facilities not currently owned, leased, or rented by
SECTION 2—Payments to Consultant Consultant at the time of the request for services which
2.1 Method of Payment are necessary to enable Consultant to provide the
Payment for the Services and direct expenses shall be Services; vehicles furnished by Consultant for
based on the Method of Payment identified on the Consultant's authorized travels and for Consultant's
signature page to this Agreement or serially numbered field personnel; Per Diem expense or actual costs of
Work Authorizations attached hereto and made a part maintaining Consultant's field personnel on or near the
of this Agreement. Project site, for each day of field assignment away
from Consultant's office; and Other Direct Expenses
2.2 Payment for Consultant's Services associated with all Services provided hereunder and
2.2.1 Payment identified in the Schedule of Unit Rates.
Payment for the Services rendered by Consultant shall
be based on the hours of chargeable time and in 2.4 Payment Conditions
accordance with Consultant's Schedule of Unit Rates, 2.4.1 Consultant shall submit monthly invoices
Attachment B, attached hereto. for all Services rendered and Direct Expenses under
2.2.2 Chargeable Time this Agreement and a final invoice upon completion of
Chargeable time for the Services is that portion of time the Services.
devoted by Consultant's personnel to provide the 2.4.2 Invoices are due and payable upon
Services. Chargeable time for field personnel located receipt by Client. Interest at a rate of 1.5% per month,
away from Consultant's office for more than one week or the maximum allowed by law, will be charged on all
is a minimum of eight (8) hours per day and five (5) past due amounts starting thirty (30) days after the
days per calendar week, except for Consultant date of invoice. Payments will first be credited to
observed legal holidays or during an employee's sick interest and then to principal.
leave or vacation time. Travel time from Consultant's 2.4.3 In the event of a disputed or contested
office to an assigned Project site, and return to invoice, Client must provide written notice to
Consultant's office, is chargeable time; or, if more Consultant within ten (10) days of the date of any
economical for Client, Consultant shall lodge its invoice, otherwise the invoice will be considered to be
personnel overnight near the Project site in lieu of correct. In the event Client timely submits in writing a
traveling back to Consultant's office at the end of each dispute on a particular invoice, only that portion so
work day. contested will be withheld from payment and Client will
2.2.3 Overtime Rates pay the undisputed portion. No interest will accrue on
The basis for payment to Consultant for each hour any reasonably contested portion of the invoice until
worked in excess of forty (40) hours in any calendar mutually resolved.
Std Client Consulting Services Agreement
July 2025
2.4.4 If Client fails to make payment in full to the Services as of the date of the termination and
Consultant of amounts owed pursuant to this Section provide information and documents developed under
2 within forty-five (45) days of the date of the invoice, the terms of this Agreement to Client. Upon receipt of
Consultant may, after giving seven (7) days' written all other information and documents, Client shall pay
notice to Client, suspend the Services under this Consultant for all Services performed prior to the
Agreement until paid in full, including interest. effective date of the termination.
Consultant shall have no liability to Client for delays or 3.3.2 Termination for Convenience
damages caused by such suspension of the Services. Either Party may, in its sole discretion, terminate this
Client agrees to pay all costs of collection, including Agreement for convenience at any time. In the event
reasonable attorney's fees, incurred by Consultant as of such termination,the terminating Party will promptly
a result of Client's failure to make payments in notify and confirm the termination in writing to the other
accordance with this Agreement. No final plans, Party. The termination will be effective seven (7) days
documents or reports will be released for any purpose after delivery of written notice thereof. Upon
until Consultant has been paid in full. termination, Consultant shall prepare a progress
2.4.5 The hourly rates specified in the report, including information as to all the Services
Schedule of Unit Rates for subsequent years shall be performed by Consultant and the status of the
adjusted annually in accordance with Consultant's Services as of the date of the termination, and provide
costs of doing business, subject to Client's review and information and documents developed under the
concurrence. terms of this Agreement to Client upon receipt of final
payment from Client.
SECTION 3-Term of Agreement
3.1 Term 3.4 Payment for Services Upon Abandonment or
The Parties obligations to perform under this Agreement Termination
Agreement shall extend from the Effective Date set If Client abandons any of the Services in Attachment
forth on the signature page until terminated by either A or any Work Authorization attached hereto, or
Party. terminates this Agreement, Consultant shall be paid
on the basis of Services completed to the date of
3.2 Abandonment of Services abandonment or effective date of termination.
Client shall have the absolute right to abandon any Consultant shall perform no activities other than
Services in Attachment A, or any Work Authorization reasonable wrap-up activities after receipt of notice of
attached hereto, or to change the general scope of the abandonment or termination. Payment for the
Services at any time, and such action on its part shall Services completed shall be made in accordance with
in no event be deemed a breach of contract. Section 2.
3.3 Termination of Agreement 3.5 Liability for Incomplete Documents
3.3.1 Termination for Cause Neither Consultant nor its subconsultants shall be
Either Party may terminate this Agreement for cause responsible for any errors or omissions in documents
upon written notice to the defaulting Party stating the which are incomplete as the result of an early
basis for the termination; provided, however, the termination under this Agreement.
defaulting Party shall have seven (7) days to cure the
default. The termination will be effective seven (7) SECTION 4-General Considerations
days after delivery of the written notice if the basis for 4.1 Assignment and Responsibility for Personnel
the termination has not been cured. In the event of 4.1.1 The assignment of personnel and all
termination by Consultant caused by Client's default, phases of the Services provided by Consultant
Client shall pay for all Services performed by hereunder shall be subject to the oversight and
Consultant prior to the effective date of the general guidance of Client.
termination, including all Project termination 4.1.2 While upon the premises of Client or
expenses, collection fees, and legal expenses. property under Client's control, all employees, agents,
Consultant shall prepare a progress report, including and subconsultants of Consultant shall be subject to
information as to all the Services performed by Client's rules and regulations respecting Client's
Consultant and the status of the Services as of the property and the conduct of its employees thereon.
date of the termination, and provide information and 4.1.3 Consultant understands and agrees that
documents developed under the terms of this in the performance of the Services and obligations
Agreement to Client upon receipt of final payment. In hereunder, Consultant shall be and remain an
the event of termination by Client caused by independent Consultant and that the employees,
Consultant's default, Consultant shall prepare a agents and subconsultants of Consultant shall not be
progress report, including information as to all the considered employees of or subject to the direction
Services performed by Consultant and the status of and control of Client. Consultant shall be responsible
Std Client Consulting Services Agreement
July 2025
for the supervision and performance of all herein.
subconsultants which are to perform hereunder.
4.4 Compliance with Law
4.2 Insurance 4.4.1 Consultant shall exercise the professional
4.2.1 Consultant shall furnish Client a Standard of Care as defined herein to comply with,
certificate of insurance upon request showing and shall cause its subconsultants to comply with,
amounts and types of insurance carried by Consultant, applicable and non-conflicting federal, state, and local
which certificate shall contain a commitment by laws, orders, rules, and regulations in effect at the time
Consultant's insurance provider that during the time the Services are rendered and relating to Consultant's
any Services are being performed by Consultant under performance of the Services hereunder. If any
this Agreement it will give Client notice of cancellation discrepancy or inconsistency should be discovered
or non-renewal of any insurance coverage shown on between the specifications established for the
such certificate in accordance with policy provisions. Services and any law, order, rule, regulation,
4.2.2 Any construction contracts relative to ordinance, or decree applicable to the Services,
Consultant's Services shall require Client and Consultant will immediately report such discrepancy or
Consultant be included as additional insureds on the inconsistency to Client and will conform the Services
contractor's and contractor's subcontractors' to any orders or instructions issued by Client. If the
commercial general liability and commercial Scope of Services requires Consultant to prepare an
automobile liability insurance policies and that the application for a permit, Consultant does not represent
coverage afforded Client and Consultant is primary to or warrant that said permit or approval will be issued
any insurance maintained by Client or Consultant and by any governmental body.
that Client and Consultant's insurance is non- 4.4.2 Consultant hereby affirms its support of
contributory with any coverage afforded by contractor anti-discrimination and that it is an equal opportunity
and subcontractors. Client will also require contractor employer and complies with Title VII of the Civil Rights
and all subcontractors to purchase and maintain Act of 1964, and the provisions of Section 503 of the
workers' compensation and employer's liability Rehabilitation Act of 1973; Section 4212 of the
insurance. Consultant will name Client as an additional Vietnam Era Veterans Readjustment Act of 1974; 41
insured on Consultant's commercial general liability CFR Part 60, specifically subparts 60-1.4, 60-250.5,
insurance policy. 60-300.5, 60-741.2, and 60-741.5; and other
applicable regulations and orders of the Department of
4.3 Successors and Assigns Labor relating thereto. All such regulations are
4.3.1 Client and Consultant each binds itself incorporated herein by reference and made a part of
and its partners, successors, executors, this Agreement as if set forth in their entirety.
administrators, assigns, and legal representatives to Consultant further affirms that it and its subconsultants
the other Party to this Agreement and to the partners, shall abide by the requirements of 41 CFR 60-1.4(a),
successors, executors, administrators, assigns, and 60-300.5(a) and 60-741.5(a). These regulations
legal representatives of such other Party, in respect to prohibit discrimination against qualified
all covenants, agreements, and obligations of this individuals based on their status as protected
Agreement. veterans or individuals with disabilities and
4.3.2 Neither Consultant nor Client shall assign prohibit discrimination against all individuals
or transfer any rights under or interest in(including, but based on their race, age, height, weight, color,
without limitation, moneys that may become due or religion, sex, sexual preference/orientation,
moneys that are due) this Agreement without the marital status, citizen status, ancestry, or national
written consent of the other Party, except as stated in origin. Moreover, these regulations require that
paragraph 4.3.1 and except to the extent that the effect covered consultants and subconsultants when
of this limitation may be restricted by law. Unless making decisions regarding employment of
specifically stated to the contrary in any written qualified individuals and without regard to race,
consent to an assignment, no assignment will release color, religion, sex, national origin, protected
or discharge the assignor from any duty or veteran status, or disability.Additionally, Consultant
responsibility under this Agreement. Nothing affirms it is its policy to treat employees equally with
contained in this paragraph shall prevent Consultant respect to compensation, advancement, promotions,
from employing such independent consultants, transfers, and all other terms and conditions of
associates, and subconsultants as it may deem employment and that minorities will be afforded full
appropriate to assist in the performance of the opportunity to submit a proposal and will not be
Services hereunder. discriminated against on the basis of race, color, or
4.3.3 Nothing herein shall be construed to give national origin in consideration for an award.
any rights or benefits hereunder to anyone other than Consultant further affirms completion of applicable
Client and Consultant except as otherwise provided governmental employer information reports, including
Std Client Consulting Services Agreement
July 2025
EEO-1 and VETS-100 reports. Consultant for the specific purpose intended will be at
4.4.3 Consultant certifies that it agrees to use Client's sole risk and without liability or legal exposure
the E-Verify Program, operated by the Department of to Consultant or to Consultant's independent
Homeland Security (DHS) in partnership with the professional associates or subconsultants, and Client
Social Security Administration (SSA), to verify that all shall indemnify and hold harmless Consultant and
persons it hires during the term of this Agreement are Consultant's independent professional associates and
legally present and authorized to work in the United subconsultants from all claims, damages, losses, and
States. Consultant further acknowledges that failure expenses, including attorneys' fees, arising out of or
to comply with the laws referenced herein shall resulting therefrom. Any verification or adaptation by
constitute a material breach of this Agreement and Consultant will entitle Consultant to further
Client shall have the discretion to unilaterally terminate compensation at rates to be agreed upon by Client and
said Agreement immediately. In the event any Consultant.
Services are sublet, Consultant shall obtain similar 4.5.4 Consultant makes no warranty as to the
certifications from each subconsultant. compatibility of computer data files with computer
4.4.4 Consultant shall maintain a drug-free software and software releases other than that used
workplace in accordance with the provisions of the by Consultant in performing the Services, and to the
Drug Free Workplace Act of 1988. condition or availability of the computer data after an
acceptance period of thirty (30) days from delivery to
4.5 Ownership and Reuse of Documents Client.
4.5.1 All drawings, specifications, test reports,
and other materials and work products which have 4.6 Consultant's Personnel at Project Site
been prepared or furnished by Client prior to this 4.6.1 The presence or duties of Consultant
Agreement shall remain Client's property. Consultant personnel at a Project site, whether as onsite
shall be permitted to rely on Client furnished representatives or otherwise, do not make Consultant
documents and Client shall make available to or its personnel in any way responsible for those duties
Consultant copies of these materials as necessary for that belong to Client and/or the construction
Consultant to perform the Services. contractors or other entities, and do not relieve the
4.5.2 All drawings, specifications, test reports, construction contractors or any other entity of their
and other materials and work products, including obligations, duties, and responsibilities, including, but
computer aided drawings, designs, and other data not limited to, all construction methods, means,
filed on electronic media which will be prepared or techniques, sequences, and procedures necessary for
furnished by Consultant (and Consultant's coordinating and completing all portions of the
independent professional associates and construction work in accordance with the Project
subconsultants) under this Agreement, are documents and any health or safety precautions
instruments of service in respect to the Project. required by such construction work. Consultant and its
Ownership of the instruments of service shall transfer personnel have no authority to exercise any control
to Client upon Consultant's receipt of payment in full over any construction contractor or other entity or their
for all Services completed under this Agreement. employees in connection with their work or any health
Notwithstanding the foregoing, all Consultant pre- or safety precautions and have no duty for inspecting,
existing materials, including pre-existing details, noting, observing, correcting, or reporting on health or
specifications, software, inventions, copyrights, safety deficiencies of the construction contractor or
patents, trade secrets, trademarks and other other entity or any other persons at the site except
proprietary rights, including ideas, concepts and Consultant's own personnel.
knowhow of Consultant that existed before the 4.6.2 To the extent Consultant's Scope of
commencement of the Services and which are Services includes construction observation,
included in any instruments of service generated by Consultant shall keep Client reasonably informed
Consultant under this Agreement (collectively, the about the progress and quality of the portion of the
"Pre-Existing Materials"), shall remain the property of construction work completed, and report to Client (1)
Consultant. Consultant grants to Client (as an known deviations from the Project documents and
exception to the transfer and assignment provided in from the most recent construction schedule submitted
this Agreement) a non-exclusive, world-wide, royalty- by the contractor, and (2) defects and deficiencies
free right and license to use the Pre-Existing Materials observed in the construction work. Consultant neither
for completion of the Project. guarantees the performance of the contractor(s) nor
4.5.3 Any instruments of service are not assumes responsibility for contractor(s)' failure to
intended or represented to be suitable for reuse by perform their work in accordance with the Project
Client or others acting on behalf of Client on documents.
extensions of the Project or on any other project. Any
reuse without written verification or adaptation by
Std Client Consulting Services Agreement
July 2025
4.7 Opinions of Costs, Financial Considerations, any duties or obligations other than those imposed by
and Schedules law.
In providing opinions of cost, financial analyses,
economic feasibility projections, and schedules for the SECTION 5- Professional Responsibility
Project, Consultant has no control over the cost of 5.1 Performance of Services
labor, materials, equipment, or services furnished by Consultant shall perform the Services consistent with
others, or over the contractor(s)' methods of the professional skill and care ordinarily provided by
determining prices, or over competitive bidding or firms practicing in the same or similar locality under the
market conditions. Consultant's opinions of probable same or similar circumstances (hereinafter the
Total Project Costs and Construction Costs provided "Standard of Care"). Consultant expressly disclaims all
for herein, as appropriate, are made on the basis of express or implied warranties and guarantees with
Consultant's experience and qualifications and respect to the performance of the Services, and it is
represent Consultant's judgments as an experienced agreed that the quality of the Services shall be judged
and qualified professional consultant familiar with the solely as to whether the Services were performed
construction industry. Consultant makes no warranty, consistent with the Standard of Care. Consultant owes
express or implied, that Client's actual Total Project or Client only that level of performance defined in this
Construction Costs, financial aspects, economic Section 5.1, and nothing herein shall be construed as
feasibility, or schedules will not vary from Consultant's creating a fiduciary relationship.
opinions, analyses, projections, or estimates. If Client
wishes greater assurance as to any element of the
Total Project or Construction Costs, feasibility, or If at any time prior to construction Client believes the
schedule, Client will employ an independent cost Services are deficient due to not meeting the Standard
estimator, contractor, or other appropriate advisor. of Care, Client must immediately inform Consultant in
writing and shall afford Consultant the opportunity to
4.8 Discovery of Unanticipated Pollutant and correct such deficiency. If, upon review by Consultant,
Hazardous Substance Risks it is determined there is a deficiency that fails to meet
4.8.1 If Consultant, while performing the the Standard of Care and it is attributable to
Services, discovers pollutants and/or hazardous Consultant, the deficiency shall be corrected at no
substances that pose unanticipated risks, it is hereby additional cost to Client.
agreed that the scope of services, schedule, and the
estimated cost of Consultant's Services will be 5.2 Limitation of Liability
reconsidered and that this Agreement shall Client and Consultant agree to allocate certain of the
immediately become subject to renegotiation or risks so that, to the fullest extent permitted by law,
termination. Consultant's total liability to Client is limited to the
4.8.2 In the event this Agreement is terminated amount paid under the contract or$50,000, whichever
because of the discovery of pollutants and/or is greater, this being the Client's sole and exclusive
hazardous substances posing unanticipated risks, it is remedy for any and all injuries, damages, claims,
agreed that Consultant shall be paid for its total losses, expenses, or claim expenses (including
charges for labor performed and reimbursable attorney's fees)arising out of this Agreement from any
charges incurred to the date of termination of this cause or causes. Such causes include, but are not
Agreement, including, if necessary, any additional limited to, Consultant's negligence, errors, omissions,
labor or reimbursable charges incurred in strict liability, breach of contract,or breach of warranty.
demobilizing.
4.8.3 Client also agrees that the discovery of 5.3 No Special or Consequential Damages
unanticipated pollutants and/or hazardous substances Client and Consultant agree that, to the fullest extent
may make it necessary for Consultant to take permitted by law, neither Party shall be liable to the
immediate measures to protect health and safety. other Party for any special, indirect, or consequential
Consultant agrees to notify Client as soon as damages whatsoever, whether caused by either
practically possible should unanticipated pollutants Party's negligence, errors, omissions, strict liability,
and/or hazardous substances be suspected or breach of contract, breach of warranty, or other cause
encountered. Client authorizes Consultant to take or causes. j
measures that, in Consultant's sole judgment, are
justified to preserve and protect the health and safety 5.4 Indemnification
of Consultant's personnel and the public. Client agrees 5.4.1 Professional Liability
to compensate Consultant for any additional costs for Consultant shall indemnify and hold harmless
taking such additional precautionary measures to Client, its officers, directors, and employees, from
protect employees'and the public's health and safety. and against all judgments, losses, damages,
This section is not intended to impose upon Consultant costs, and expenses (including reasonable
Std Client Consulting Services Agreement
July 2025
attorney's fees) (hereinafter collectively referred certified mail addressed to the signing Party shown on
to as "Liabilities"), to the extent caused by any the signature page.
Negligent Acts, Errors, or Omissions by
Consultant or any person or organization for 6.2 Joint Preparation
whom Consultant is legally liable in the For purposes of contract interpretation and for the
performance of Professional Services under this purpose of resolving any ambiguity in this Agreement,
Agreement. For purposes of this professional the Parties agree that this Agreement was prepared
liability indemnification obligation, (a) jointly by them and/or their respective attorneys.
Professional Services in this subsection 5.4.1
shall mean those services performed by a licensed 6.3 Headings
professional employed by Consultant or any Headings used in this Agreement are for the
person or organization for whom Consultant is convenience of reference only and shall not affect the
legally liable, and (b) Negligent Acts, Errors, or construction of this Agreement.
Omissions shall mean any negligent acts, errors,
or omissions in the performance of Professional 6.4 Severability
Services by Consultant or any person or If any of the provisions contained in this Agreement
organization for whom Consultant is legally liable are held for any reason to be invalid, illegal, or
that causes Liabilities and fails to meet the unenforceable in any respect, such invalidity, illegality,
Standard of Care. or unenforceability will not affect any other provision,
5.4.2 General Liability and this Agreement shall be construed as if such
Consultant shall indemnify, defend, and hold invalid, illegal, or unenforceable provision had never
harmless Client, its officers, directors, and been contained herein.
employees, from and against all demands, claims,
losses, damages, costs, and expenses (including 6.5 Dispute Resolution
reasonable attorney's fees), due to bodily injury If negotiation in good faith fails to resolve a dispute
(including death)or property damage to the extent within thirty (30) days of written notice of the dispute
caused by any negligent acts,errors,or omissions by either Party, then the Parties agree that, with the
by Consultant or any person or organization for exception of claims that are subject to the applicable
whom Consultant is legally liable. venue's small claims court jurisdiction, each dispute,
5.4.3 Limitation of Liability claim or controversy arising from or related to this
Consultant's Professional Liability and General Agreement or the relationships which result from this
Liability indemnification obligations shall be Agreement shall be subject to mediation as a condition
subject to any limitations of liability contained in precedent to initiating legal or equitable actions by
this Agreement and shall survive any termination either Party. Unless the Parties agree otherwise, the
of this Agreement. mediation shall be in accordance with the Commercial
Mediation Procedures of the American Arbitration
5.5 No Third Party Beneficiaries Association then currently in effect. A request for
Client and Consultant expressly agree that this mediation shall be filed in writing with the American
Agreement does not confer upon any third party any Arbitration Association and the other Party. No legal or
rights as beneficiary to this Agreement. Consultant equitable action may be instituted for a period of ninety
accepts no responsibility for damages, if any, suffered (90) days from the filing of the request for mediation
by any third party as the result of a third party's use of unless a longer period of time is provided by
the work product, including reliance, decisions, or any agreement of the Parties. Cost of mediation shall be
other action taken based upon it. shared equally between the Parties and shall be held
in a location mutually agreed upon by the Parties. The
Client agrees that Consultant's Services and work Parties shall memorialize any agreement resulting
products are for the exclusive present use of Client. from the mediation in a mediated settlement
Client agrees that Consultant's compliance with any agreement, which agreement shall be enforceable as
request by Client to address or otherwise release any a settlement in any court having jurisdiction thereof.
portion of the work product to a third party shall not
modify, rescind, waive, or otherwise alter provisions of During the pendency of any dispute, the Parties shall
this Agreement nor does it create or confer any third continue diligently to fulfill their respective obligations
party beneficiary rights on any third party. hereunder. Any dispute not resolved through
mediation shall be subject to litigation in a court of
SECTION 6- Miscellaneous Provisions competent jurisdiction in the state in which the Project
6.1 Notices is located.
Any notice to either Party herein shall be in writing and
shall be served either personally or by registered or
Std Client Consulting Services Agreement
July 2025
6.6 Governing Law
This Agreement is to be governed by the laws of the
jurisdiction in which the Project is located. For
locations outside of the United States, this Agreement
shall be governed by the laws of the State of Illinois.
6.7 Entire Agreement
This Agreement, along with those documents
specified, attached, or hereby cited together, and
serially numbered Work Authorizations if used,
constitute the entire Agreement between the Parties
and no changes, modifications, extensions,
terminations, or waivers of this Agreement, or other
documents, or any of the provisions herein, or therein
contained, shall be valid unless made in writing and
signed by duly authorized representatives of both
Parties.
Std Client Consulting Services Agreement
July 2025