R-13-15 Resolution Approving a Professional Services Agreement with HR Green, Inc. Resolution No. R- )
A Resolution Approving a Professional Services Agreement with HR Green, Inc.
WHEREAS, the President and Board of Trustees desire to enter into a Professional
Services Agreement with HR Green, Inc., substantially in the form attached hereto as Exhibit A;
BE IT RESOLVED by the Village President and Board of Trustees of the Village of
Lemont as follows:
SECTION ONE: The foregoing findings and recitals, and each of them, are hereby
adopted as Section One of this Resolution and are incorporated by reference as if set forth verbatim
herein
SECTION TWO: The Village Administrator is authorized to execute the Professional
Services Agreement attached hereto as Exhibit A, to make minor changes to the document prior
to execution which does not materially alter the Village's obligations, and to take any other steps
necessary to carry out this Resolution.
SECTION THREE: This Resolution shall be in full force and effect from and after its
passage and approval as provided by law.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT, COUNTIES OF COOK,WILL AND DUPAGE,
ILLINOIS on this 9th day of March,2015.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer e/
Paul Chialdikas V
Clifford Miklos ✓
Ron Stapleton
Rick Sniegowski
Jeanette Virgilio
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t 'N K. REAVES
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President
ATTEST:
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ARLENE M. SMOLLEN
Village Clerk
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HAGreen
PROFESSIONAL SERVICES AGREEMENT
For
WATER SYSTEM NEEDS ANALYSIS
Mr. George Schafer, Village Administrator
Village of Lemont
418 Main Street
Lemont, IL 60439
Phone: (630) 257-1550
Prepared by:
Mark Hardie, P.E. — Project Director
HR Green Job No.: 86150006
January 16, 2015
Revised: February 12, 2015
HRGreen.corn
Phone 815.385.1778 Fax 815.385.1781 Toll Free 800.728.7805
420 North Front Street,Suite 100, McHenry, Illinois 60050
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
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
Page 1 of 12
THIS AGREEMENT is between Village of Lemont, Illinois (hereafter "CLIENT") and HR Green,
Inc. (hereafter"COMPANY").
1.0 Project Understanding
1.1 General Understanding
The CLIENT desires to hire COMPANY to perform an analysis of their water distribution
system to meet current system needs and system needs through a 20 year planning
period to year 2035. The analysis is to be performed by collecting data pertaining to the
Villages water supply and distribution system and performing analysis of the data using a
WaterGEMS hydraulic model. The analysis will review and provide recommendations for
potential water system expansion with special emphasis on the east portion of the
Village's boundaries. At a minimum, these recommendations will include the following:
• Proposed water main to serve future expansion areas along the east edge of the
Village. Emphasis will be to provide water main looping where feasible.
• Perform a literature review of existing hydrogeologic reports and provide viable
locations for a new well. This work includes aquifer sustainability review and
forecast.
• Review existing water supply capacity, compare to current and future demands,
and provide recommendations for new well(s).
• Review existing system storage, compare to current and future demands, and
provide recommendations and viable locations for new elevated storage facilities.
1.2 Design Criteria/Assumptions
Project involves an analysis of CLIENT's water supply and distribution system using
CLIENT provided information and CLIENT obtained field information.
2.0 Scope of Services
The CLIENT agrees to employ COMPANY to perform the following services:
Phase 1 — Data Collection and Hydraulic Model Development
2.1 Kickoff Meeting/Review Meeting No. 1 — Conduct a review meeting to present the
preliminary model setup including the distribution system attributes. Discuss the need for
a new well and new elevated water storage tank and potential sites. Discuss results of
aquifer sustainability review and long term forecast. Discuss future system
expansion/growth objectives. Collect information needed, including pumpage data and
customer billing records, to develop the hydraulic model including water demands and
hydrant flow test results.
2.1.1 Develop a calibrated water distribution system model using WaterGEMS from the
AutoCAD water distribution system map previously provided by the Village.
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
Page 2 of 12
2.1.1.1 The COMPANY will develop a WaterGEMS model using elevation data
from existing GIS maps from Cook, Will, and DuPage Counties.
2.1.1.2 The CLIENT will provide the total system average and peak day demands
and also a record of the top 10 highest demands, with respective flows
during the peak day, as available. Using this information, COMPANY will
input the highest users in the model at the point of use. The COMPANY
will distribute the remaining system demands for residential and
commercial customers evenly throughout the Village.
2.1.1.3 The COMPANY and the CLIENT will work together to identify locations
for additional fire hydrant flow and pressure testing if needed. The
CLIENT will gather additional hydrant flow and pressure test data at the
sites identified. COMPANY will provide two field personnel
(approximately 25 hours each) to assist in the hydrant flow tests.
2.1.1.4 Using the existing and any additional hydrant flow test data, the
COMPANY will calibrate the water distribution system model. The
COMPANY will input the hydrant flows and pressures and pumping flows
and pressures into the computer model and adjust the model parameters
so that the model is calibrated to match the measured conditions as
closely as feasible.
2.1.1.5 Using the Village's available population projections and land use
information, develop a population and corresponding water demand
projection for the next 5 and 20 year planning periods (2016 and 2031).
Include projected average day, peak day and peak hour demands.
2.1.1.6 Using the calibrated water distribution system model, land use, and
projected water demands accounting for future projected expansion/
growth objectives, develop a water distribution system model for 5 and 20
years in the future.
2.1.1.7 Analyze hydraulic requirements of the required main sizes feeding the
proposed tower.
2.1.1.8 Identify the shortcomings in the existing water distribution system from
the calibrated water distribution system model for each planning period
and provide recommendations for improvements. Use the fire flow
guidelines from the Insurance Services Office to determine system fire
flow needs. Provide a database listing of the pipe segments with the
following information during peak hour demands:
• Pressure
• Flow velocities
• Headloss per 100 feet of pipe
• Pressure drop relative to static system pressure
• Fire flow
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
Page 3 of 12
2.1.1.9 Identify the trigger points for new water distribution system improvements
including piping, storage, and pumping.
2.1.1.10 Provide the locations, limits, sizes, and planning-level opinion of costs for
recommended improvements.
2.1.2 Draft Report - Develop a brief summary report of the hydraulic model analysis.
Also include pressure contour maps of the calibrated model, including the
recommended improvements, during average day and peak hour conditions for the
5 and 20 year planning periods (total of 4 pressure contour maps). Submit up to 3
copies of the draft report to the CLIENT for review.
Phase 2—Water System Needs Analysis
2.2 Review Meeting No. 2 — Conduct a review meeting to discuss the preliminary results of
the hydraulic model analysis including recommended improvements.
2.2.1 Incorporate CLIENT provided data regarding water main break history and valve
replacement history. Show water main breaks by location and year on a map for
each pipe segment.
2.2.2 Fire hydrant coverage — Show hydrant radius spacing on a map to identify
locations within the system that may not have local hydrant coverage.
2.2.3 Line valve coverage — Show line valve radius spacing on a map to identify
locations within the system that may need additional line valves to minimize
areas/customers affected by water main shutdowns.
2.2.4 Develop population and water demand projections for 20 year design period.
2.2.5 Review existing Comprehensive Land Use Plan to identify areas of future growth.
2.2.5.1 Review proposed improvements necessary to serve future expansion
areas along the east edge of the Village.
2.2.5.2 Review proposed improvements necessary to serve future expansion
areas along the west edge of the Village.
2.2.6 Perform a literature review of existing hydrogeologic studies to identify viable areas
for current and future wells.
2.2.7 Review the CLIENT's previous report regarding future recommended additional
elevated water storage tank(s). Provide updated recommendations for size and
location of proposed elevated storage tanks. Identify and provide a listing of the
pros and cons of different sites for the new elevated water storage tank and make
a recommendation for its future siting.
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12, 2015
Page 4 of 12
2.2.8 Review the CLIENT's previous report regarding future recommended additional
water supply well(s). Review existing water supply capacity, compare to current
and future demands, and provide recommendations for new well(s).
2.2.9 Draft Report — Develop a draft report of the Water System Needs Analysis and
provide to CLIENT for review.
2.3 Report Workshop — Conduct a workshop to present, discuss, and obtain comments from
the Village staff and council on the draft report. Comments will then be incorporated into
the final report for submittal to the CLIENT.
2.4 Final Report— Incorporate CLIENT comments into a final brief summary report and submit
up to 3 copies of the final report to the CLIENT.
3.0 Deliverables and Schedules Included in this Contract
Notice to Proceed (NTP) TBD by CLIENT
Kick-off/Review Meeting No. 1 1 weeks after Verbal approval
Field Hydrant Testing (weather dependent) 5 weeks after NTP (April earliest start)
Submit Draft Hydraulic Model Report 10 weeks after NTP
Review Meeting No. 2 11 weeks after NTP
Submit Draft Water Needs Analysis Report 12 weeks after NTP
Report Workshop 15 weeks after NTP
Submit Final Report p 17 weeks after NTP
This schedule was prepared to include reasonable allowances for review and approval
times required by the CLIENT and public authorities having jurisdiction over the project.
This schedule shall be equitably adjusted as the project progresses, allowing for changes
in the scope of the project requested by the CLIENT or for delays or other causes beyond
the control of COMPANY.
4.0 Items not included in Agreement/Supplemental Services
The following items are not included as part of this agreement:
1. Preliminary design, final design, bidding, and construction phase engineering services.
2. Permit applications to federal, state, and local agencies.
3. Funding applications to federal, state, and local agencies.
4. Geotechnical borings, tests, studies, and reports.
5. Historical, archeological, cultural resources, wetlands, floodplains, or environmental
investigations, assessments, tests, studies, and reports.
6. Surveying or construction staking services.
7. Maps, plats, deeds, and easement documents.
8. Legal services of any kind.
9. Meetings with federal, state, and local agencies.
10. Appearances at public meetings and public hearings beyond those delineated in
scope of services.
11. Additional meetings with CLIENT beyond those delineated in scope of services.
12. Any other additional engineering services in connection with the project.
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
Page 5 of 12
Supplemental services not included in the agreement can be provided by COMPANY
under separate agreement, if desired.
5.0 Services by Others
No services are anticipated by Others.
6.0 Client Responsibilities
1. Provide access to work sites for COMPANY to perform or furnish services.
2. Provide relevant materials such as maps, drawings, specifications, shop drawings,
O&M manuals, financial data and reports, operating data and reports, maintenance
data and reports, and water quality data and reports.
3. Provide personnel knowledgeable about operations and maintenance of facilities to be
available for discussions and to answer questions.
4. Provide assistance in determining the locations of existing facilities and utilities.
5. Provide assistance with field hydrant flow testing as required.
6. Pay all permit fees and other required fees associated with the project.
7. Review all project deliverable documents submitted by COMPANY, and provide all
comments back to COMPANY within one week or as soon thereafter as practicable or
as otherwise required by the project scope of services and schedule.
8. Attend all meetings and hearings as required for the project.
9. Provide all legal services as required for the project.
10.Appoint a CLIENT'S REPRESENTATIVE with respect to the services to be performed
under this agreement.
11. Collect field data as indicated in the scope of services.
7.0 Professional Services Fee
7.1 Fees
The fee for services will be based on COMPANY standard hourly rates current at the time
the agreement is signed. These standard hourly rates are subject to change upon 30
days' written notice. Reasonable, non salary expenses directly attributable to the project
such as: (1) reasonable traveling expenses of employees when away from the home
office on business connected with the project; (2) identifiable communication expenses;
(3) identifiable reproduction costs applicable to the work; and (4) outside services will be
charged in accordance with the rates current at the time the work is done.
7.2 Invoices
Invoices for COMPANY's services shall be submitted, on a monthly basis. The Local
Government Prompt Payment Act, 50 ILCS 505/1, shall apply to payment of all invoices.
7.3 Extra Work
Any work required but not included as part of this contract shall be considered extra work.
Extra work will be billed on a Time and Material basis with prior written approval of the
CLIENT.
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
Page 6 of 12
7.4 Exclusion
This fee does not include attendance at any meetings or public hearings other than those
specifically listed in the Scope of Services. These work items are considered extra and
are billed separately on an hourly basis. The hourly rate for a Client Services Manager is
$191/hour, Project Manager is $165/hour, and GIS Specialist is $82/hour plus any
reasonable, direct expenses (i.e. mileage, meals, etc.).
7.5 Payment
The CLIENT AGREES to pay COMPANY on the following basis:
Lump sum in the amount of$39,900.00. Lump sum is separated as follows:
Phase 1 = $21,000
Phase 2 = $18,900
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, constitutes the entire understanding between CLIENT and COMPANY
relating to professional engineering 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.
8.3 Intentionally Omitted
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 Book of Account
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
Contemporaneous with execution of this Agreement, COMPANY shall provide CLIENT with certificates and
policies of insurance, including, without limitation, comprehensive general liability, automobile liability, and
professional liability, all with coverages and limits acceptable to CLIENT. For good cause shown, CLIENT may
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12, 2015
Page 7 of 12
extend the time for submission of the required policies of insurance upon such terms, and with such
assurances of complete and prompt performance, as CLIENT may impose in the exercise of its sole
discretion. COMPANY shall provide prompt written notice to CLIENT of any change, modification in, or
cancellation of any insurance required by CLIENT pursuant to the terms of this Agreement. No material
change in types or amounts of coverage,or cancellation of any insurance, required by CLIENT pursuant to the
terms of this Agreement shall become effective until the expiration of 30 days after written notice shall have
been given by COMPANY to CLIENT. COMPANY shall, at all times during the term of this Agreement,
maintain and keep in force, at COMPANY's expense,the insurance coverages.
8.7 Termination or Abandonment
Either party has the option to terminate this Agreement upon thirty (30) days advance written notice to the
other party. 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 further services under this Agreement may be
terminated upon seven days written notice. In the event that this Agreement is so terminated, COMPANY
shall be paid for Services rendered through the date of termination.
8.8 Waiver
No waiver of any provision of this Agreement shall be deemed to or constitute a waiver of any other provision
of this Agreement (whether or not similar) nor shall any such waiver be deemed to constitute a continuing
waiver unless otherwise expressly provided in this Agreement.
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 be 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,subconsultants,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 laws 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
County of Cook, State of Illinois.
8.13 Intentionally Omitted
8.14 Prevailing Party
The prevailing party in any suit or action to enforce the provisions of this Agreement shall be entitled to
recover his or her costs in enforcing this Agreement, including reasonable attorneys'fees.
8.15 Ownership of Instruments of Service
Designs, drawings, plans, specifications, photos, reports, information, observations, calculations, notes, and
any other documents, data, or information, in any form, prepared, collected, or received by COMPANY in
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12, 2015
Page 8 of 12
connection with any or all of the Services to be performed under this Agreement (the "Documents") shall be
and remain the exclusive property of CLIENT. At CLIENT's request, or upon termination of this Agreement,
the Documents shall be promptly delivered to CLIENT, including electronic and C.A.D versions of
deliverables.
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.
In no event shall the COMPANY be liable for indirect or consequential damages as a result of the CLIENT's
misuse or improper use of the electronic files.
8.17 Intentionally Omitted
8.18 Opinion of Probable Construction Cost
COMPANY shall 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 his or her 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. Notwithstanding the foregoing, COMPANY will use its best efforts, consistent with the Standard of Care
set forth in paragraph 8.1 above, to provide the most accurate opinion of probable cost possible given the
information available to or otherwise known by COMPANY.
8.19 Intentionally Omitted
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. 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 contract unless indicated in the Scope
of Work.
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. 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;failure of any government agency to act in timely manner;failure
of performance by the CLIENT; 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 Intentionally Omitted
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
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8.23 Hazardous Materials
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 Intentionally Omitted
8.25 Indemnification
COMPANY shall indemnify, defend, and hold harmless CLIENT from any and all Loss arising out of or
resulting from the negligent acts or omissions of COMPANY and its employees and agents relating directly or
indirectly to this Agreement or any of the activities conducted by or on behalf of COMPANY under this
Agreement, but only to the extent caused in whole or in part by COMPANY or its employees and agents.
Nothing in this section shall be deemed to impose liability on COMPANY to indemnify CLIENT when CLIENT's
negligence or other actionable fault is the sole cause of the loss.
For purposes of the indemnification requirements in this paragraph 8.25, the following terms shall have the
meanings set forth below:
"CLIENT"means and includes CLIENT, all of its employees, agents and assignees, and all of its affiliates and
subsidiaries, its subcontractors and/or assignees and their respective servants, agents and employees; and
"Loss" means any and all loss, damage liability or expense of any nature whatsoever, whether incurred as a
judgment, settlement, penalty,fine or otherwise(including attorney's fees and the cost of defense).
8.26 Conflict of Interest
COMPANY represents and certifies that, to the best of its knowledge, (1) no CLIENT employee or agent is
interested in the business of COMPANY or this Agreement; (2) as of the date of this Agreement neither
COMPANY nor any person employed or associated with COMPANY has any interest that would conflict in any
manner or degree with the performance of the obligations under this Agreement; and (3) neither COMPANY
nor any person employed by or associated with COMPANY shall at any time during the term of this
Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of
the obligations under this Agreement.
8.27 No Collusion
COMPANY represents and certifies that (1) COMPANY is not barred from contracting with a unit of state or
local government as a result of (a) a delinquency in the payment of any tax administered by the Illinois
Department of Revenue unless COMPANY is contesting, in accordance with the procedures established by
the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et
seq., 65 ILCS 5/11-42.1-1 et seq.; or(b) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of
the Illinois Criminal Code of 1961, 720 ILCS 5/33E-1 et seq.; (2) only persons, firms, or corporations
interested in this Agreement as principals have been those disclosed to CLIENT prior to the execution of this
Agreement; and (3) this Agreement is made by COMPANY without collusion with any other person, firm, or
corporation. If at any time it shall be found that COMPANY has, in procuring this Agreement, colluded with
any other person, firm, or corporation, then COMPANY shall be liable to CLIENT for all loss or damage that
CLIENT may suffer,and this Agreement shall, at CLIENT's option, be null and void.
8.28 Sexual Harassment Policy
COMPANY certifies that it has a written Sexual Harassment Policy in full compliance with 775 ILCS 5/2-
105(A)(4).
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HR Green Job No.: 86150006
February 12,2015
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8.29 Non-Discrimination
In all hiring or employment by COMPANY pursuant to this Agreement,there shall be no discrimination against
any employee or applicant for employment because of age, race, gender, creed, national origin, marital status,
or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational
qualification. COMPANY agrees that no person shall be denied, or subjected to discrimination in receipt of
the benefit of any services or activities made possible by, or resulting from,this Agreement.
8.30 Compliance with Laws
COMPANY shall comply with all applicable laws, regulations and rules promulgated by any federal,state,
local, or other governmental authority or regulatory body pertaining to all aspects of the performance of the
Services under this Agreement, now in effect, or which may become in effect during the performance of the
Services. The scope of the laws, regulations,and rules referred to in this paragraph includes, but is in no way
limited to,the Illinois Human Rights Act, Illinois Equal Pay Act of 2003, Occupational Safety&Health Act along
with the standards and regulations promulgated pursuant thereto(including but not limited to those safety
requirements involving work on elevated platforms), all forms of traffic regulations, public utility, Interstate and
Intrastate Commerce Commission regulations,Workers'Compensation Laws, Public Construction Bond Act,
Prevailing Wage Laws, Public Works Preference Act, Employment of Illinois Workers on Public Works Act,
USA Security Act,federal Social Security Act(and any of its titles), and any other law, rule or regulation of the
Illinois Department of Labor, Department of Transportation, Illinois Environmental Protection Act, Illinois
Department of Natural Resources, Illinois Department of Human Rights, Human Rights Commission, EEOC,
and the Village of Lemont.
8.30 Freedom of Information Act.
COMPANY agrees to furnish all documentation related to this Agreement and any documentation related to
CLIENT required under an Illinois Freedom of Information Act (ILCS 140/1 et. seq.) ("FOIA") request within
five (5) days after CLIENT issues notice of such request to COMPANY. COMPANY agrees to defend,
indemnify and hold harmless CLIENT, and agrees to pay all reasonable costs connected therewith (including,
but not limited to reasonable attorney's and witness fees, filing fees and any other expenses) for CLIENT to
defend any and all causes, actions, causes of action, disputes, prosecutions, or conflicts arising from
COMPANY's, actual or alleged violation of the FOIA or COMPANY's failure to furnish all documentation
related to a request within five(5)days after CLIENT issues notice of a request.
Furthermore, should COMPANY request that CLIENT utilize a lawful exemption under FOIA in relation to any
FOIA request thereby denying that request, COMPANY agrees to pay all costs connected therewith (such as
reasonable attorneys' and witness fees, filing fees and any other expenses) to defend the denial of the
request. The defense shall include, but not be limited to, challenged or appealed denials of FOIA requests to
either the Illinois Attorney General or a court of competent jurisdiction. COMPANY agrees to defend,
indemnify and hold harmless CLIENT, and agrees to pay all costs connected therewith (such as reasonable
attorneys' and witness fees, filing fees and any other expenses) to defend any denial of a FOIA request by
COMPANY's request to CLIENT to utilize a lawful exemption.
8.31 Notice
All notice required or permitted to be given under this Agreement shall be in writing and shall be (i) personally
delivered, or (ii) delivered by a reputable overnight courier, (iii) delivered by certified mail, return receipt
requested, and deposited in the U.S. Mail, postage prepaid, (iv) by telecopy. Telecopy notices shall be
deemed valid only to the extent that they are actually received by the individual to whom addressed and
followed by delivery of actual notice in the manner described in either (i), (ii) or (iii) above within three
business days thereafter at the appropriate address set forth below.
Notices and communications to CLIENT shall be addressed to, and delivered at,the following address:
Village of Lemont
Attn:Village Administrator
418 Main Street
Lemont, Illinois 60439
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
Page 11 of 12
Notices and communications to COMPANY shall be addressed to, and delivered at, the address for
COMPANY on the cover page of this Agreement.
8.32 Rights Cumulative
Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and
benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other such rights,
remedies,and benefits allowed by law.
8.33 Effective Date
This agreement shall be binding on the parties and effective only as of the date fully executed by both parties.
8.34 Acknowledgement.
The undersigned hereby represent and acknowledge that they have read the foregoing Agreement, that they
know its contents, and that in executing this Agreement they have received legal advice regarding the legal
rights of the party on whose behalf they are executing this Agreement, and that they are executing this
Agreement as a free and voluntary act and on behalf of the named parties.
This AGREEMENT is approved and accepted by the CLIENT and COMPANY upon both parties
signing and dating the AGREEMENT. Work cannot begin until COMPANY receives a signed
agreement. The effective date of the AGREEMENT shall be the last date entered below.
Sincerely,
HR GREEN, INC.
#014-14
Mark Hardie, P.E.
Approved by: 11-1.4.41147(1 4C4641.
Printed/Typed Name: Timothy J. Hartnett
Title: Vice President, Practice Leader—
Government Services Date: 2-12-15
VILLAGE OF LEMONT, ILLINOIS
Accepted by: ■ /�
Printed/Typed Name: � Scat
Title: Vtic //� ` / /
1 °�^'�,\ fY:-fe' Date: 3,10—
Professional Services Agreement
Village of Lemont-Water System Needs Analysis
HR Green Job No.: 86150006
February 12,2015
Page 12 of 12
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