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R-73-23 Approving a Professional Services Agreement Between HR Green, Inc. and the Village of Lemont, Illinois for a Professional Services General Consultation Contractk-.33-2,3 418 Main Street I Lemont, IL 60439 TO: Village Board Meeting FROM: George Schafer, Administration THROUGH: SUBJECT: A Resolution Approving a Professional Services Agreement Between HR Green, Inc. and the Village of Lemont, Illinois for a Professional Services General Consultation Contract DATE: November 13, 2023 SUMMARY/BACKGROUND The Village contracts out for all its municipal engineering needs including storm water, water/waste water, transportation, engineering review & observation for development projects, geographical information systems (GIS), construction management, landscaping, and others. The Village is currently working with with several municipal engineering firms to fill these needs, including HR Green. The attached agreement presents a professional services agreement for professional engineering services with HR Green, Inc. For general professional engineering services, the Village had in the past engaged Novotny Engineering for ten -plus years and had been satisfied with their services. The Village had recently transitioned away from Novotny Engineering due to a death of one of the Village's long-time assigned engineers and the other leaving the company. A transition with continuity and relied upon expertise is important as the Village currently has several ongoing capital projects in our utility, road improvement, motor fuel and general funds. These projects require design and construction engineering services as well as general consulting services from qualified municipal engineers. In addition, with several residential developments in various phases in the development process, relied upon municipal engineering consulting services is necessary for various plan review, public improvement inspection and general consulting related services to assist with regulating these developments. As an interim measure as we go through this transition, the Village is desirous of establishing a rate and scope of services for general consultation work to conclude the current fiscal year and complete the current capital projects and their associated engineering along with continue the development related civil engineering work that is ongoing. Staff will also continue to rely on expertise in the coming months as we prepare for FY 24/25 capital budget preparation and an upcoming surface transportation call for project cycle through our council of government and other capital grant opportunities among other consulting needs. Design and construction engineering agreements along with larger agreements will continue to be approved as separate agreements. HR Green has given a discount rate for the engagement which is below their standard billing rate range for the primary senior official who will be working the account for the majority of the hours for the engagement, and a discount rate for the junior official also working for the Village. After frequent check -ins during the engagement, towards the end of the fiscal year, staff will evaluate a longer term engagement and/or comprehensive RFQ options. The term of the agreement runs through July 31, 2024. ANALYSIS Consistency with Village Policy 5-Year Capital Improvement Plan (if applicable) STAFF RECOMMENDATION Staff recommends approval BOARD ACTION REQUESTED Motion to approve Resolution ATTACHMENTS Resolution Approving Professional Services Agreement Between HR Green and Village of Lemont for FY 23-24 General Consultation Contract Aug 23, 2023 - July 24, 2024.pdf PSA-081623 GeneralConsultationServicesMasterAgreement 2023 2024 11.9.pdf VILLAGE OF LEMONT RESOLUTION NUMBER R- L -23 RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN HR GREEN, INC. AND THE VILLAGE OF LEMONT, ILLINOIS FOR A PROFESSIONAL SERVICES GENERAL CONSULTATION CONTRACT JOHN EGOFSKE, Village President CHARLENE M. SMOLLEN, Clerk JANELLE KITTRIDGE DA VE MAHER KEN MCCLAFFERTY KEVIN SHA UGHNESSY RICK SNIEGOWSKI RON STAPLETON Trustees Published in pamphlet form by authority of the Village President and Board of Trustees of the Village of Lemont o d i� - )?023 RESOLUTION NO. R- -23 RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN HR GREEN, INC. AND THE VILLAGE OF LEMONT, ILLINOIS FOR A PROFESSIONAL SERVICES GENERAL CONSULTATION CONTRACT WHEREAS the Village of Lemont, Counties of Cook, Will, and DuPage, Illinois, ("the Village") is a municipality in the State of Illinois with full powers to enact Ordinances and adopt Resolutions for the benefits of the residents of the Village; and WHEREAS, the Village and HR Green, Inc. wish to enter a professional services agreement for Professional Services General Consultation Services as further outlined in the professional services agreement attached hereto as Exhibit A ("Agreement"); and WHEREAS, the Mayor and Board of Trustees find that it is in the best interests of the Village to authorize the Agreement attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will and DuPage, Illinois, as follows: SECTION 1: That the above recitals and legislative findings are found to be true and correct and are hereby incorporated herein and made a part hereof as if fully set forth in their entirety. SECTION 2: The Mayor and Board of Trustees of the Village of Lemont hereby approve the Agreement with HR Green, Inc. in substantially the same form as attached hereto as Exhibit A, subject to attorney review. SECTION 3: The Mayor and Clerk are hereby authorized, respectively, to execute the Agreement with HR Green, Inc. SECTION 4: This Resolution, and its parts, are declared to be severable and any section, subsection, sentence, clause, provision, or portion of this Resolution that is declared invalid such decision shall not affect the validity of any other portion of this Resolution, which shall remain in full force and effect. SECTION 5: All Resolutions and Ordinances in conflict herewith are hereby repealed to the extent of such conflict. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, ON THIS �� DAY OF C� , M. l�Y 2023. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYES Janelle Kittridge Dave Maher Ken McClafferty Kevin Shaughnessy Rick Sniegowski Ron Stapleton ATTEST: CHARLENE M.SMOLLEN Village Clerk G� 0 F l F Q' Ica 1/ L 1 N rj\S ABSENT: ABSTAIN: JOHN EGOFSKE President Exhibit A Professional Services Agreement for FY 2023/2024 General Consultation Contract PROFESSIONAL SERVICES AGREEMENT For FY 2023/2024 General Consultation Contract August 1, 2023 — July 31, 2024 Prepared For: Village of Lemont Mayor John Egofske and Trustees c/o Mr. George Schafer, Village Administrator 418 Main Street Lemont, IL 60439 Ph: 630.257.1550 Prepared By: Bruce A. Hill, PE Municipal Executive — Governmental Services Engineering Village Engineering Consultant 323 Alana Drive New Lenox, IL 60451 Ph: 815.462.9324 November 5, 2023 HR Green Job No.: 2303454 Version 2.3 02052021 TABLE OF CONTENTS 1.0 PROJECT UNDERSTANDING 2.0 SCOPE OF SERVICES 3.0 DELIVERABLES AND SCHEDULES INCLUDED IN THIS AGREEMENT 4.0 ITEMS NOT INCLUDED IN AGREEMENT/SUPPLEMENTAL SERVICES 5.0 SERVICES BY OTHERS 6.0 CLIENT RESPONSIBILITIES 7.0 PROFESSIONAL SERVICES FEE 8.0 TERMS AND CONDITIONS Version2.3 02052021 i�■u�.�z�sc Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 1 of 10 THIS AGREEMENT is between the Village of Lemont (hereafter "CLIENT') and HR Green, Inc., (hereafter "COMPANY'). 1.0 Project Understanding 1.1 WHEREAS, the CLIENT intends to retain COMPANY from time -to -time to render certain professional engineering services (hereinafter "services"); and WHEREAS, COMPANY is willing to provide the services for consideration and upon the terms herein stated; Now, THEREFORE, in consideration of the services to be performed by COMPANY and payment by the CLIENT, the parties agree to the terms, provisions, and conditions as hereinafter set forth. 2.0 Scope of Services The scope of services requested by the CLIENT shall be described in separate work orders, agreed upon by each party with the scope of work and the fee clearly indicated. The terms and conditions of this Agreement between COMPANY and the CLIENT shall apply to all work orders issued from the date of acceptance until April 30, 2024, except to the extent expressly modified in each work order. The following phase codes will be used on all work orders, as applicable, to categorize the type of service being provided. The phases and tasks have been assigned per meetings with George Schafer and Bruce Hill to better define and organize the tracking of General Consultation Services. General Consultation Engineering Services Phase 10 — Sanitary Sewer 20 — Water Tasks Infrastructure Planning Meetings Grants and Funding WWTP Reimbursables Infrastructure Planning Meetings Grants and Funding Reimbursables Version2.3 02052021 Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 2 of 10 General Consultation Services (Continued) Phase 30 - Transportation 40 — Stormwater 50 — Meeting Attendance Tasks Infrastructure Planning Meetings Grants and Funding Utility Permits Cable Electric Gas Phone Reimbursables Infrastructure Planning Meetings Grants and Funding Utility Permits NPDES Wetlands Reimbursables Board Status Report/Meeting Preparation Staff/Committees EDC Reimbursables A signature is required on each work order by both parties to signify acceptance of that work order, and bind these terms, provisions, and conditions to that work order. 3.0 Deliverables and Schedules Included in this Contract No deliverables are included in this contract. The individual work orders will determine deliverables. 4.0 Items not included in Agreement/Supplemental Services The following items are not included as part of this agreement: The scope of work does not include any design services, construction observation or environmental work, specifically related to infrastructure or development projects. Supplemental services not included in the agreement can be provided by COMPANY under separate agreement, if desired. 5.0 Services by Others Services by others will be determined and included in each work order. Version2.3 02052021 HRGreen. 6.0 Client Responsibilities Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 3 of 10 To be determined and outlined in each individual work order. 7.0 Professional Services Fee 7.1 Fees Unless otherwise stated herein, the fees for these services will be based on COMPANY'S current most standard hourly rates. A copy depicting the Billing Rate Schedule Effective January 1, 2023, is attached here to as Exhibit A. Standard rates will be used for projects which are developer reimbursable. Non salary expenses directly attributable to the project such as: (1) identifiable reproduction costs applicable to the work; and (2) outside services will be charged in accordance with the rates current at the time the work is done. The team proposed to be assigned to the CLIENT is listed below. The COMPANY will endeavor to use these individuals for CLIENT'S work assignments subject to the individual's availability and appropriateness of their skills for the work assignment. • Bruce A. Hill, PE — Project Manager/Village Engineering Representative. Professional Services Classification: Senior Professional (Standard Billing Rate Range $210-320) o For this agreement, Bruce Hill's hourly rate for General Consultation Engineering Services shall be as follows: ■ $200.00/hr. from August 15t, 2023, through July 31St, 2024. • Chris Caldarella, PE — Plan Review Engineer/Plan Reviews. Professional Services Classification: Professional • Logan Gilbertson, PE — Stormwater Management/Reviews. Professional Services Classification: Professional • Sean Murphy, PE — Sewer/Lift Station/Water Main/Sewer Hooks -ups. Professional Services Classification: Senior Professional • Nick Meadows — Construction. Professional Services Classification: Junior Professional (Standard Billing Rate Range $100-150) o For this agreement, Nick Meadows hourly rate for General Consultation Engineering Services shall be as follows: ■ $130.00/hr. from August 1st, 2023 through July 31 St, 2024 • Tim Hauser, PE — Design/Plan Review. Professional Services Classification: Junior Professional • Neal Ballah, PLS — Surveying/Construction Layout. Professional Services Classification: Field Personnel • Devin Gerstung — CAD Drafting. Professional Services Classification: Senior Professional 7.2 Invoices Invoices for COMPANY's services shall be submitted, on a monthly basis. Invoices shall be due and payable upon receipt. The CLIENT agrees to pay in a timely manner following the terms of the "Illinois Local Government Prompt Payment Act, 50 ILCS 505". 7.3 Payment The CLIENT AGREES to pay COMPANY on the following basis: Version2.3 02052021 HRGreen® Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 4 of 10 Time and material basis based on attached rates prescribed herein. 8.0 Terms and Conditions The following Terms and Conditions are incorporated into this AGREEMENT and made a part of it. 8.1 Standard of Care Services provided by COMPANY under this AGREEMENT will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality. 8.2 Entire Agreement This AGREEMENT and its attachments constitute the entire understanding between CLIENT and COMPANY relating to COMPANY's services. Any prior or contemporaneous agreements, promises, negotiations, or representations not expressly set forth herein are of no effect. Subsequent modifications or amendments to this AGREEMENT shall be in writing and signed by the parties to this AGREEMENT. If the CLIENT, its officers, agents, or employees request COMPANY to perform extra services pursuant to this AGREEMENT, CLIENT will pay for the additional services even though an additional written agreement is not issued or signed. 8.3 Time Limit and Commencement of Services This AGREEMENT must be executed within ninety (90) days to be accepted under the terms set forth herein. The services will be commenced immediately upon receipt of this signed AGREEMENT. 8.4 Suspension of Services If the Project or the COMPANY'S services are suspended by the CLIENT for more than thirty (30) calendar days, consecutive or in the aggregate, over the term of this AGREEMENT, the COMPANY shall be compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition, upon resumption of services, the CLIENT shall compensate the COMPANY for expenses incurred as a result of the suspension and resumption of its services, and the COMPANY'S schedule and fees for the remainder of the Project shall be equitably adjusted. If the COMPANY'S services are suspended for more than ninety (90) days, consecutive or in the aggregate, the COMPANY may terminate this AGREEMENT upon giving not less than five (5) calendar days' written notice to the CLIENT. If the CLIENT is in breach of this AGREEMENT, the COMPANY may suspend performance of services upon five (5) calendar days' notice to the CLIENT. The COMPANY shall have no liability to the CLIENT, and the CLIENT agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this AGREEMENT by the CLIENT. Upon receipt of payment in full of all outstanding sums due from the CLIENT, or curing of such other breach which caused the COMPANY to suspend services, the COMPANY shall resume services and there shall be an equitable adjustment to the remaining project schedule and fees as a result of the suspension. 8.5 Books and Accounts COMPANY will maintain books and accounts of payroll costs, travel, subsistence, field, and incidental expenses for a period of five (5) years. Said books and accounts will be available at all reasonable times for examination by CLIENT at the corporate office of COMPANY during that time. 8.6 Insurance COMPANY will maintain insurance for claims under the Worker's Compensation Laws, and from General Liability and Automobile claims for bodily injury, death, or property damage, and Professional Liability insurance caused by the negligent performance by COMPANY's employees of the functions and services required under this AGREEMENT. 8.7 Termination or Abandonment Either party has the option to terminate this AGREEMENT. In the event of failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, then the obligation to provide Version2.3 02052021 HRGreen® Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 5 of 10 further services under this AGREEMENT may be terminated upon seven (7) days' written notice. If any portion of the services is terminated or abandoned by CLIENT, the provisions of this Schedule of Fees and Conditions in regard to compensation and payment shall apply insofar as possible to that portion of the services not terminated or abandoned. If said termination occurs prior to completion of any phase of the project, the fee for services performed during such phase shall be based on COMPANY's reasonable estimate of the portion of such phase completed prior to said termination, plus a reasonable amount to reimburse COMPANY for termination costs. 8.8 Waiver COMPANY's waiver of any term, condition, or covenant or breach of any term, condition, or covenant, shall not constitute a waiver of any other term, condition, or covenant, or the breach thereof. 8.9 Severability If any provision of this AGREEMENT is declared invalid, illegal, or incapable of being enforced by any Court of competent jurisdiction, all of the remaining provisions of this AGREEMENT shall nevertheless continue in full force and effect, and no provision shall be deemed dependent upon any other provision unless so expressed herein. 8.10 Successors and Assigns All of the terms, conditions, and provisions hereof shall inure to the benefit of and are binding upon the parties hereto, and their respective successors and assigns, provided, however, that no assignment of this AGREEMENT shall be made without written consent of the parties to this AGREEMENT. 8.11 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 CLIENT or the COMPANY. The COMPANY's services under this AGREEMENT are being performed solely for the CLIENT's benefit, and no other party or entity shall have any claim against the COMPANY because of this AGREEMENT or the performance or nonperformance of services hereunder. The CLIENT and COMPANY agree to require a similar provision in all contracts with contractors, subcontractors, sub -consultants, vendors, and other entities involved in this project to carry out the intent of this provision. 8.12 Governing Law and Jurisdiction The CLIENT and the COMPANY agree that this AGREEMENT and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the State of Illinois without regard to any conflict of law provisions, which may apply the laws of other jurisdictions. It is further agreed that any legal action between the CLIENT and the COMPANY arising out of this AGREEMENT or the performance of the services shall be brought in a court of competent jurisdiction in the State of Illinois. 8.13 Dispute Resolution Mediation. In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the CLIENT and COMPANY agree that all disputes between them arising out of or relating to this AGREEMENT shall be submitted to non -binding mediation unless the parties mutually agree otherwise. The CLIENT and COMPANY further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with subcontractors, sub -consultants, suppliers, or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. 8.14 Attorney's Fees If litigation arises for purposes of collecting fees or expenses due under this AGREEMENT, the Court in such litigation shall award reasonable costs and expenses, including attorney fees, to the party justly entitled thereto. In awarding attorney fees, the Court shall not be bound by any Court fee schedule, but shall, in the interest of justice, award the full amount of costs, expenses, and attorney fees paid or incurred in good faith. Version2.3 02052021 HRGreen® 8.15 Ownership of Instruments of Service Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 6 of 10 All reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates, and other documents including all documents on electronic media prepared by COMPANY as instruments of service shall remain the property of COMPANY. COMPANY shall retain these records for a period of five (5) years following completion/submission of the records, during which period they will be made available to the CLIENT at all reasonable times. 8.16 Reuse of Documents All project documents including, but not limited to, plans and specifications furnished by COMPANY under this project are intended for use on this project only. Any reuse, without specific written verification or adoption by COMPANY, shall be at the CLIENT's sole risk, and CLIENT shall defend, indemnify and hold harmless COMPANY from all claims, damages and expenses including attorneys' fees arising out of or resulting therefrom. Under no circumstances shall delivery of electronic files for use by the CLIENT be deemed a sale by the COMPANY, and the COMPANY makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall the COMPANY be liable for indirect or consequential damages as a result of the CLIENT's use or reuse of the electronic files. 8.17 Failure to Abide by Design Documents or To Obtain Guidance The CLIENT agrees that it would be unfair to hold COMPANY liable for problems that might occur should COMPANY'S plans, specifications or design intents not be followed, orfor problems resulting from others' failure to obtain and/or follow COMPANY'S guidance with respect to any errors, omissions, inconsistencies, ambiguities or conflicts which are detected or alleged to exist in or as a consequence of implementing COMPANY'S plans, specifications or other instruments of service. Accordingly, the CLIENT waives any claim against COMPANY, and agrees to defend, indemnify and hold COMPANY harmless from any claim for injury or losses that results from failure to follow COMPANY'S plans, specifications or design intent, or for failure to obtain and/or follow COMPANY'S guidance with respect to any alleged errors, omissions, inconsistencies, ambiguities or conflicts contained within or arising as a result of implementing COMPANY'S plans, specifications or other instruments of service. The CLIENT also agrees to compensate COMPANY for any time spent and expenses incurred remedying CLIENT's failures according to COMPANY'S prevailing fee schedule and expense reimbursement policy. 8.18 Opinion of Probable Construction Cost As part of the Deliverables, COMPANY may submit to the CLIENT an opinion of probable cost required to construct work recommended, designed, or specified by COMPANY, if required by CLIENT. COMPANY is not a construction cost estimator or construction contractor, nor should COMPANY'S rendering an opinion of probable construction costs be considered equivalent to the nature and extent of service a construction cost estimator or construction contractor would provide. This requires COMPANY to make a number of assumptions as to actual conditions that will be encountered on site; the specific decisions of other design professionals engaged; the means and methods of construction the contractor will employ; the cost and extent of labor, equipment and materials the contractor will employ; contractor's techniques in determining prices and market conditions at the time, and other factors over which COMPANY has no control. Given the assumptions which must be made, COMPANY cannot guarantee the accuracy of its opinions of cost, and in recognition of that fact, the CLIENT waives any claim against COMPANY relative to the accuracy of COMPANY'S opinion of probable construction cost. 8.19 Design Information in Electronic Form Because electronic file information can be easily altered, corrupted, or modified by other parties, either intentionally or inadvertently, without notice or indication, COMPANY reserves the right to remove itself from its ownership and/or involvement in the material from each electronic medium not held in its possession. CLIENT shall retain copies of the work performed by COMPANY in electronic form only for information and use by CLIENT for the specific purpose for which COMPANY was engaged. Said material shall not be used by CLIENT or transferred to any other party, for use in other projects, additions to this project, or any other purpose for which the material was not strictly intended by COMPANY without COMPANY's express written permission. Any unauthorized use or reuse or modifications of this material shall be at CLIENT'S sole risk. Furthermore, the CLIENT agrees to defend, indemnify, and hold COMPANY harmless from all claims, injuries, damages, losses, expenses, and attorneys' fees arising out of the modification or reuse of these materials. Version2.3 02052021 HRGreen Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 7 of 10 The CLIENT recognizes that designs, plans, and data stored on electronic media including, but not limited to computer disk, magnetic tape, or files transferred via email, may be subject to undetectable alteration and/or uncontrollable deterioration. The CLIENT, therefore, agrees that COMPANY shall not be liable for the completeness or accuracy of any materials provided on electronic media after a 30-day inspection period, during which time COMPANY shall correct any errors detected by the CLIENT to complete the design in accordance with the intent of the contract and specifications. After 40 days, at the request of the CLIENT, COMPANY shall submit a final set of sealed drawings, and any additional services to be performed by COMPANY relative to the submitted electronic materials shall be subject to separate agreement. The CLIENT is aware that differences may exist between the electronic files delivered and the printed hard -copy construction documents. In the event of a conflict between the signed construction documents prepared by the COMPANY and electronic files, the signed or sealed hard -copy construction documents shall govern. 8.20 Information Provided by Others The CLIENT shall furnish, at the CLIENT's expense, all information, requirements, reports, data, surveys and instructions required by this AGREEMENT. The COMPANY may use such information, requirements, reports, data, surveys and instructions in performing its services and is entitled to rely upon the accuracy and completeness thereof. The COMPANY shall not be held responsible for any errors or omissions that may arise as a result of erroneous or incomplete information provided by the CLIENT and/or the CLIENT's consultants and contractors. COMPANY is not responsible for accuracy of any plans, surveys or information of any type including electronic media prepared by any other consultants, etc. provided to COMPANY for use in preparation of plans. The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the COMPANY from any damages, liabilities, or costs, including reasonable attorneys' fees and defense costs, arising out of or connected in any way with the services performed by other consultants engaged by the CLIENT. COMPANY is not responsible for accuracy of topographic surveys provided by others. A field check of a topographic survey provided by others will not be done under this AGREEMENT unless indicated in the Scope of Services. 8.21 Force Majeure The CLIENT agrees that the COMPANY is not responsible for damages arising directly or indirectly from any delays for causes beyond the COMPANY's control. CLIENT agrees to defend, indemnify, and hold COMPANY, its consultants, agents, and employees harmless from any and all liability, other than that caused by the negligent acts, errors, or omissions of COMPANY, arising out of or resulting from the same. For purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters or acts of God; fires, riots, war or other emergencies; disease epidemic or pandemic; failure of any government agency to act in a timely manner; failure of performance by the CLIENT or the CLIENT'S contractors or consultants; or discovery of any hazardous substances or differing site conditions. Severe weather disruptions include but are not limited to extensive rain, high winds, snow greater than two (2) inches and ice. In addition, if the delays resulting from any such causes increase the cost or time required by the COMPANY to perform its services in an orderly and efficient manner, the COMPANY shall be entitled to a reasonable adjustment in schedule and compensation. 8.22 Job Site Visits and Safety Neither the professional activities of COMPANY, nor the presence of COMPANY'S employees and sub - consultants at a construction site, shall relieve the general contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the work of construction in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. COMPANY and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. The CLIENT agrees that the general contractor is solely responsible for job site safety, and warrants that this intent shall be made evident in the CLIENT's AGREEMENT with the general contractor. The CLIENT also agrees that the CLIENT, COMPANY and COMPANY'S consultants shall be indemnified and shall be made additional insureds on the general contractor's and all subcontractor's general liability policies on a primary and non-contributory basis. Version2.3 02052021 HRGreen 8.23 Hazardous Materials Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023—July 31, 2024 Page 8 of 10 CLIENT hereby understands and agrees that COMPANY has not created nor contributed to the creation or existence of any or all types of hazardous or toxic wastes, materials, chemical compounds, or substances, or any other type of environmental hazard or pollution, whether latent or patent, at CLIENT's premises, or in connection with or related to this project with respect to which COMPANY has been retained to provide professional services. The compensation to be paid COMPANY for said professional services is in no way commensurate with, and has not been calculated with reference to, the potential risk of injury or loss which may be caused by the exposure of persons or property to such substances or conditions. Therefore, to the fullest extent permitted by law, CLIENT agrees to defend, indemnify, and hold COMPANY, its officers, directors, employees, and consultants, harmless from and against any and all claims, damages, and expenses, whether direct, indirect, or consequential, including, but not limited to, attorney fees and Court costs, arising out of, or resulting from the discharge, escape, release, or saturation of smoke, vapors, soot, fumes, acid, alkalis, toxic chemicals, liquids gases, or any other materials, irritants, contaminants, or pollutants in or into the atmosphere, or on, onto, upon, in, or into the surface or subsurface of soil, water, or watercourses, objects, or any tangible or intangible matter, whether sudden or not. It is acknowledged by both parties that COMPANY'S Scope of Services does not include any services related to asbestos or hazardous or toxic materials. In the event COMPANY or any other party encounters asbestos or hazardous or toxic materials at the job site, or should it become known in any way that such materials may be present at the job site or any adjacent areas that may affect the performance of COMPANY'S services, COMPANY may, at its option and without liability for consequential or any other damages, suspend performance of services on the project until the CLIENT retains appropriate specialist consultant(s) or contractor(s) to identify, abate and/or remove the asbestos or hazardous or toxic materials, and warrants that the job site is in full compliance with applicable laws and regulations. Nothing contained within this AGREEMENT shall be construed or interpreted as requiring COMPANY to assume the status of a generator, storer, transporter, treater, or disposal facility as those terms appear within the Resource Conservation and Recovery Act, 42 U.S.C.A., §6901 et seq., as amended, or within any State statute governing the generation, treatment, storage, and disposal of waste. 8.24 Certificate of Merit The CLIENT shall make no claim for professional negligence, either directly or in a third party claim-, against COMPANY unless the CLIENT has first provided COMPANY with a written certification executed by an independent design professional currently practicing in the same discipline as COMPANY and licensed in the State in which the claim arises. This certification shall: a) contain the name and license number of the certifier; b) specify each and every act or omission that the certifier contends is a violation of the standard of care expected of a design professional performing professional services under similar circumstances; and c) state in complete detail the basis for the certifier's opinion that each such act or omission constitutes such a violation. This certificate shall be provided to COMPANY not less than thirty (30) calendar days prior to the presentation of any claim or the institution of any judicial proceeding. 8.25 Limitation of Liability In recognition of the relative risks and benefits of the Project to both the CLIENT and the COMPANY, the risks have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to limit the liability of the COMPANY and COMPANY'S officers, directors, partners, employees, shareholders, owners and sub - consultants for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of the COMPANY and COMPANY'S officers, directors, partners, employees, shareholders, owners and sub -consultants shall not exceed $50,000.00, or the COMPANY'S total fee for services rendered on this Project, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. 8.29 Design Without Construction Observation It is agreed that the professional services of COMPANY do not extend to or include the review or site observation of the contractor's work or performance and the CLIENT assumes all responsibility for interpretation of the contract documents and for construction observation. It is further agreed that the CLIENT will defend, indemnify and hold harmless COMPANY from any claim or suit whatsoever, including but not limited to all payments, expenses or costs involved, arising from the contractor's performance or the failure of the contractor's work to Version2.3 02052021 Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 NR�.zi"�'8n� August 1, 2023—July 31, 2024 Page 9 of 10 conform to the design intent and the contract documents. COMPANY agrees to be responsible for its employees' negligent acts, errors or omissions. 8.31 Soliciting Employment Neither party to this AGREEMENT will solicit an employee of the other nor hire or make an offer of employment to an employee of the other that is working on this PROJECT, without prior written consent of the other party, during the time this AGREEMENT is in effect. 8.37 Municipal Advisor The COMPANY is not a Municipal Advisor registered with the Security and Exchange Commission (SEC) as defined in the Dodd -Frank Wall Street Reform and Consumer Protection Act. When the CLIENT is a municipal entity as defined by said Act, and the CLIENT requires project financing information for the services performed under this AGREEMENT, the CLIENT will provide the COMPANY with a letter detailing who their independent registered municipal advisor is and that the CLIENT will rely on the advice of such advisor. A sample letter can be provided to the CLIENT upon request. This AGREEMENT is approved and accepted by the CLIENT and COMPANY upon both parties signing and dating the AGREEMENT. CLIENT further agrees that the COMPANY performed prior work for the CLIENT at the CLIENT'S request during the time period beginning August 1St, 2023, through the authorization date below. CLIENT agrees that payment for this prior work is hereby authorized under this agreement. Services shall be limited to those expressly set forth in this AGREEMENT and COMPANY shall have no other obligations or responsibilities for the Project except as agreed to in writing. The effective date of the AGREEMENT shall be the last date entered below. Sincerely, HR GREEN, INC. Bruce A. Hill, PE Municipal Executive — Governmental Services — Engineering Approved by:N'LO Printed/Typed Name: Timothy J. Hartnett President — Governmental Title: Services/Principal Date: VILLAGE OF LEMONT Accepted by: Printed/Typed Name George Schafer Title: Villaqe Administrator Date: 11 /5/23 Mrgreen.comW RG\Data\2023\2303454Wdmin\Contract\Client\PSA-081623_GeneralConsultationServicesMasterAgreement_2023-2024.docx Version2.3 02052021 Professional Services Agreement 2023/2024 General Consultation Services Project Number: 2303454 August 1, 2023 — July 31, 2024 Page 10 of 10 HR GREEN Billing Rate Schedule Effective January 1, 2023 Professional Services Billing Rate Range Principal $215- $350 Senior Professional $210- $320 Professional $150- $220 Junior Professional $100- $150 Senior Technician $135- $175 Technician $80- $140 Senior Field Personnel $155- $225 Field Personnel $90- $170 Junior Field Personnel $95- $145 Administrative Coordinator $75-$125 Administrative $75- $110 Corporate Admin $95- $150 Operators/Interns $70- $125 Reimbursable Expenses 1. Auto mileage will be charged per the standard mileage reimbursement rate established by the Internal Revenue Service. Survey and construction vehicle mileage will be charged on the basis of $0.85 per mile or $65.00 per day. Version2.3 02052021