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HomeMy WebLinkAbout2017-09-25 AgendaMORTON GROVE Incredibly Close !; Amazingly Open VILLAGE BOARD OF TRUSTEES REGULAR MEETING NOTICE/AGENDA TO BE HELD AT THE RICHARD T. FLICKINGER MUNICIPAL CENTER SCANLON CONFERENCE ROOM September 25, 2017 6:00 pm (The hour between 6:00 and 7:00 pm is set aside for Executive Session per I -5-7A of the Village of Morton Grove Municipal Code. If the Agenda does not include an Executive Session, the meeting will begin at 7.00 pm.) 1. Call to Order 2. Pledge of Allegiance 3. Executive Session THE BALANCE OF THE MEETING SHALL COMMENCE AT 7:00 PM IN THE COUNCIL CHAMBERS OF THE RICHARD T. FLICKINGER MUNICIPAL CENTER 4. Reconvene Meeting 5. Pledge of Allegiance 6. Roll Call 7. Approval of Minutes Regular Meeting — September 11, 2017 8. Special Reports 9. Public Hearings 10. Residents' Comments (agenda items only) 1 I. President's Report —Administration, Comprehensive Plan, Council of Mayors, Northwest Municipal Conference, Strategic Plan Committee a. Proclamation - Fire Prevention Week — October 8-14, 2017 - Filipino American History Month — October 2017 12. Clerk's Report — Condominium Association, Strategic Plan Committee 13. Staff Reports a. Village Administrator 1) Resolution 17-40 (Introduced September 25, 2017) Authorizing the Approval and Funding for a Professional Services Agreement Between Morton Grove -Niles Water Commission and HNTB Corporation for Independent Engineering Review Services 2) Miscellaneous Reports and Updates b. Corporation Counsel 14. Reports by Trustees a. Trustee Grear — Building Department, Community and Economic Development Department, Lehigh/Ferris TIF, Police Facility Committee, Prairie View TIF, Special Events Commission, Traffic Safety Commission (Trustee Minx) b. Trustee Minx — Capital Projects, Chamber of Commerce, Natural Resource Commission, Plan Commission/Zoning Board, Public Works Department, Waukegan Road TIF (Trustee Grear) c. Trustee Ramos —Appearance Commission, Environmental Health, IT, Legal Department (Trustee Travis) d. Trustee Thill —Advisory Commission on Aging, Emergency Management Agency, Family and Senior Services Department, Fire Department, Fire Pension Board, RED Center, SWANCC (Trustee Witko) e. Trustee Travis — Community Relations Commission, Dempster Street Corridor Plan, Finance Advisory Commission, Finance Department (Trustee Ramos) 1) Ordinance 17-26 (Introduced September 11, 2017) (Second Reading) Amending Title 5, Chapter 3 of the Municipal Code Entitled "Vehicle Licenses" and Title 6, Chapter 4 Entitled "Animal Control" f. Trustee Witko — Economic Development Commission, Farmers' Market, Fire and Police Commission, NIPSTA, Police Department, Police Pension Board, Water Commission (Trustee Thill) 15. Other Business 16. Presentation of Warrants $919,441.38 17. Residents' Comments 18. Executive Session — Personnel Matters, Labor Negotiations, Pending Litigation, and Real Estate 19. Adjournment - To ensure full accessibility and equal participation for all interested citizens, individuals with disabilities who plan to attend and who require certain accommodations in order to observe and/or participate in this meeting, or who have questions regarding the accessibility of these facilities, are requested to contact Susan or Marlene (847/470-5220) promptly to allow the Village to make reasonable accommodations. IVIINUTES OF A REGULAR MEETING OF. THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE COOK COUNTY, ILLINOIS, HELD AT THE RICHARD T. FLICKINGER MUNICIPAL CENTER SEPTEMBER 11, 2017 CALL TO ORDER I — Following the Executive Session, Village President Dan DiMaria reconvened the meeting at V. 7:00 pm. in the Council Chambers of Village Hall and led the assemblage in the Pledge of Allegiance. VI. Village Clerk Eileen Harford called the roll. Present were: Trustees Bill Grear, Rita Minx, Ed Ramos, John Thill, Connie Travis, and Janine Witko. VII. VIII. 1. a. b. APPROVAL OF MINUTES Regarding the August 28, 2017 Regular Board Meeting Minutes, Trustee Travis noted a correction. The Minutes state that Trustee Witko presented the Warrants and moved to approve them. The correction is that Trustee Travis presented the Warrants and moved to approve them. Trustee Travis moved to approve the Minutes as corrected, seconded by Trustee Grear. Motion passed unanimously via voice vote. SPECIAL REPORTS Announcement of the Community Relations Commission's 2017 Summer Photo Contest Winners Mayor DiMaria introduced Community Relations Commission Chairperson Arcelia Pimentel to make this presentation. Chairman Pimentel said that the Community Relations Commission is an all -volunteer body whose mission is to foster, encourage and stimulate the improvement of relations among and between citizens of all races, creeds, national origins and economic and educational levels; and to provide all individuals with an equal opportunity to grow and participate to the best of their ability, in the economic, educational, social and cultural activities available in our community. The Commission sponsors the Adopt -A -Planter program as well as a community -wide garage sale. The Commission also distributes information at the Farmers' Market and acts as greeters for the Village's quarterly Neighborhood Outreach events. c. Chairman Pimentel thanked all those who participated in the Summer Photo Contest, noting that there had been many submission, which made it difficult to pick the winners. Minutes of September 11, 2017:$oard Meeting e. f. SPECIAL REPORTS (continued) Chairman Pimentel then announced the winners: Bernard Brady, Sunny Corba, Carmen Gray, Eileen Deano, and Sandra Covey. Ms. Covey's photo was also selected as "Overall Winner." The Board and assemblage congratulated the winners, all of whom were present. The winning photos have been matted and framed and will be on display at the Morton Grove Village Hall for the next several months. All of the submissions will be posted on the Village's Facebook page. Chairman Pimentel said that the Fall Photo Contest will begin on October 1. She also reminded the assemblage that the Community Relations Commission is sponsoring a Fall Community Artists Performance on Sunday, October 15, at 4:00 p.m. at the American Legion Civic Center. Admission is free. More information can be found on the Village's website. g. Chairman Pimentel encouraged residents to attend one of the Community Relations Commission's meetings and think about joining the Commission. The meetings are held the second Tuesday of every month at 6:30 p.m. in the Scanlon Conference Room on the second floor of Village Hall. IX. PUBLIC HEARINGS X. Xl. 1. NONE RESIDENTS' COMMENTS (Agenda Items Only) NONE PRESIDENT'S REPORT Mayor DiMaria said that he and Trustee Grear recently had attended an international "tug of war" at St. Mary Knanaya's Church on the west side of town. 2. Mayor DiMaria welcomed Park District Commissioners Paul Minx and Keith White to tonight's meeting. XII. CLERK'S REPORT Clerk Harford had no report. XIII. A. Village Administrator: STAFF REPORTS 1. Village Administrator Czerwinski stated that the Village's annual Emergency Notification Test, held on September 51n, was quite successful. Mr. Czerwinski encouraged residents who have not yet signed up for these types of alerts and notifications to do so as soon as possible. The technology used is quite sophisticated, so alerts can be sent out to the whole Village or only 2 XIII. Minutes of September 11, 2017 Board Meeting STAFF REPORTS (continued) certain neighborhoods, as in the case of a water main break/boil water order. Mr. Czerwinski said that residents can sign up online and provide their cell phone number and/or their land line for these alerts and notifications. To sign up online, go to the Village's website at www.mortongroveil.orq. Residents can also sign up at Village Hall or at the Farmers' Market. 2. Mr. Czerwinski also announced a Virtual Block Watch program that has been implemented by the Morton Grove Police Department. Residents who have security cameras for their homes can register them with the Village. If a crime takes place in a particular neighborhood, the police may ask to view the cameras' footage to see if there's anything there to help them solve the crime. He emphasized this is not an invasion of privacy; rather, there are times when information on these security cameras can be important without residents realizing it. 3. Mr. Czerwinski encouraged everyone to attend the upcoming Pancake Breakfast on Saturday, October 14 at the Civic Center. This is a Morton Grove Days fundraiser to be able to purchase presents for Santa to hand out when he comes to town as part of Holly Fest this December. May's pancake breakfast was a success, and Mr. Czerwinski hoped that this one would be, too. Price is $6 per person for an all -you -can -eat breakfast. Children under 5 are free. This coincides with the last day of the Farmer's Market. 4. Mr. Czerwinski then presented Resolution 17-38, Authorizing the Approval of and Assignment of a Contract for the Purchase of Real Estate by the Morton Grove -Niles Water Commission for a Water Pumping and Storage Facility and the Expenditure of Village Funds to Pay For the Village of Morton Grove's Share of the Financial Obligations for Said Purchase. a. b. He explained that this Resolution will approve a contract by the Morton Grove -Niles Water Commission (MGNWC) to purchase a one -acre site at 7900 Nagle Avenue to be used as a water pumping and storage facility to be owned and operated by the MGNWC. As part of the MGNWC water transmission and delivery system, the Commission needs to acquire this site in order to construct a pumping station and water storage facility. Working with a developer and real estate agent, MGNWC has negotiated a contract to purchase this site for $795,000. As part of the cost-sharing agreement between Niles and Morton Grove, each municipality will pay 50% of the costs to acquire the property, and will be reimbursed through bond proceeds or water revenue. This resolution approves the purchase of this property and authorizes the expenditure of Village funds for Morton Grove's share ($397,500 plus or minus tax prorations and closing costs) of the purchase costs. Trustee Grear thanked Mr. Czerwinski for his explanation of this resolution and then moved to approve Resolution 17-38, seconded by Trustee Witko. Motion passed: 6 ayes, 0 nays. Tr. Grear Le Tr. Minx ,aye Tr. Ramos Lys Tr. Thill aye Tr. Travis Tr. Witko aye Trustee ThilI commented that negotiations for this property were handled very well. 3 Minutes of September 11, 2017Board Meeting' XIII. B. Corporation Counsel: Corporation Counsel Liston had no report. XIV. TRUSTEES' REPORTS A. Trustee Grear: 1, Trustee Grear had no formal report, but noted that he and Mayor DiMaria had attended the MEC Golf Outing recently. Trustee Grear said Mayor DiMaria loves to be included in neighborhood and organization events, and he encouraged residents putting together such events to invite the mayor. STAFF REPORTS (continued) 2. Trustee Grear also thanked Chairman Pimentel and Trustee Travis for doing such an excellent job of making the Village a better place to live via the work of the Community Relations Commission. 3. Trustee Grear urged everyone to attend the upcoming Pancake Breakfast and noted that it's close to his and Mayor DiMaria's birthdays, so he hoped people would come out and have breakfast with them! B. Trustee Minx: 1. Trustee Minx presented Ordinance 17-24, Approving a Planned Unit Development (PUD) Comprised of 36 Attached Dwellings (Townhomes) in a Total of 7 Buildings and Preliminary Plat of Subdivision of an Approximately 2.0 Acre Parcel of Land Located at the Southwest Corner of Capulina and Ferris Avenues in Morton Grove, IL. This is the second reading of this Ordinance. a. Trustee Minx noted that this development complies with all the dimensional controls except the 65% maximum permitted lot coverage; the Applicant is seeking a waiver for up to 80% lot coverage. Parking will have a negligible impact on the neighborhood, due to the on-site parking for owners and visitors, plus six additional on -street parking spaces on the south side of Capulina Avenue. This development has been recommended for approval by the Plan Commission. Trustee Minx moved to adopt Ordinance 17-24, seconded by Trustee Thill. Motion passed: 6 ayes, 0 nays. Tr. Grear Tr. Thill Tr. Minx Tr. Travis Tr. Ramos Tr. Witko aye aye 4 Minutes of September 11, 2017 Board Meeting XIV. B. Trustee Minx: (continued) 2. a. b. TRUSTEES' REPORTS (continued) Next, Trustee Minx presented Resolution 17-39, Authorizing the Execution of a Contract With Brothers Asphalt Paving, Inc. For the 2017 Street Patching Program. She explained that the annual Street Patching Program is a preventative measure for asphalt streets in order to maintain the quality, drainage, and drivability of the street, and to extend the life of the streets in the Village. The work will be completed over two days in early October. Trustee Minx said the contract was bid through a public process and sealed bids were received. The proposed contract amount is $50,000, which is $13,023 less than the Engineer's Estimate and $14,353 less than the budgeted amount. Since this is a unit price contract, the final contract amount will be based on the actual quantity of work performed. Trustee Minx moved to approve Resolution 17-39. Trustee Witko seconded the motion. Motion passed: 6 ayes, 0 nays. Tr. Grear Tr. Thill C. Trustee Ramos: Lig Trustee Ramos had no report. D. Trustee Thill: Trustee Thill had no report. E. Trustee Travis: 1. Tr. Minx Tr. Travispia Lys Tr. Ramos Lys Tr. Witko Lys Trustee Travis introduced for a first reading Ordinance 17-26, Amending Title 5, Chapter 3 of the Municipal Code Entitled "Vehicle Licenses" and Title 6, Chapter 4 Entitled "Animal Control." a. She explained that this Ordinance amends the Municipal Code sections regulating the purchase of vehicle permits and pet licenses to change the license period from May 1—April 30 to September 1—August 31. This change is being done to make it more convenient for area residents to purchase and affix the permits during the warmer months of the year, as well as to allow Village staff to more efficiently and quickly process permit applications by utilizing additional summer help. Trustee Travis noted that, as this is the first reading of this Ordinance, no action would be taken this evening. 5 XIV. TRUSTEES' REPORTS (continued) E. Trustee Travis: (continued) b. Trustee Grear asked Finance Director Hanna Sullivan if the change in dates resulted in a more efficient process this year, which is the first year of the changed licensing period. She said that she and her staff noticed a definite improvement. F. Trustee Witko: Trustee Witko had no report. XV. OTHER BUSINESS Mayor DiMaria gave a shout -out to all the first responders and government agencies assisting with clean-up and rescue operations from Hurricanes Harvey and Irma. These types of disasters show us how vicious nature can be as well as the humanity and generosity of people. XVI. WARRANTS Trustee Travis presented the Warrant Register for September 11, 2017, in the amount of $655,790.14. She moved that the Warrants be approved as presented. Trustee Thill seconded the motion. Motion passed: 6 ayes, 0 nays. Tr. Grear Tr. Thill Ayg Ayg Tr. Minx Tr. Travis Ayg Ayg XVII. RESIDENTS' COMMENTS Tr. Ramos Ayg Tr. Witko aye Pete Friedmann appeared before the Board to thank the Village for resolving a problem he had. After speaking with the mayor, in short order, he received a call from the Village Administrator, followed by an email from the Public Works Director. Mr. Friedmann said his particular issue wasn't huge, but it was a "quality of life" issue, and he was very pleased at the Village's responsiveness. He noted that, when he made the choice to move to Morton Grove, he had done so because he had heard that the services in the Village were excellent. Mayor DiMaria thanked him for his comments, noting that it was kind of Mr. Friedmann to come to the Board Meeting and tell his story. 6 XVIII ADJOURNMENT TrusteeThill moved to adjourn the meeting, seconded by Trustee Witko. Motion passed: 6 ayes, 0 nays. Tr. Grear Tr. ThiII Tr. Minx Tr. Travis The meeting adjourned at 7:30 p.m. PASSED this 25th day of September, 2017. Trustee Grear Trustee Minx Trustee Ramos Trustee Thill Trustee Travis Trustee Witko APPROVED by me this 25th day of September, 2017. Daniel P. DiMaria, Village President Board of Trustees, Morton Grove, Illinois pys APPROVED and FILED in my office this 26th day of September, 2017. Eileen Scanlon Harford, Village Clerk Village of Morton Grove, Cook County, Illinois Tr. Ramos aye Tr. Witko Rya Minutes by: Teresa Causal- 7 ousar 7 ro ctatnatton Village of Morton Grove WHEREAS, the Village of Morton Grove is committed to ensuring the safety and security of all those living in and visiting Morton Grove; and WHEREAS, fire is a serious public safety concern and homes are where people are at greatest risk from fire; and WHEREAS, newer homes are built with lightweight materials that burn faster and contain furnishings that produce toxic smoke, quickly making it impossible to see and breathe; and WHEREAS, these conditions contribute to people having as little as one to two minutes to escape from the time the smoke alarm sounds; and WHEREAS, a home fire escape plan provides the skill set and know-how to quickly and safely escape a home fire situation; and WHEREAS, a home fire escape plan includes, two exits from every room; a path to the outside from each exit; required smoke alarms; and an outside meeting place; and WHEREAS, practicing a home fire escape plan twice a year ensures that everyone in the household knows what to do in a real fire situation; and WHEREAS, the 2017 Fire Prevention Week theme, "Every Second Counts: Plan 2 Ways Out!" effectively serves to educate the public about the vital importance of developing a home fire escape plan with all members of the household and practicing it twice a year. THEREFORE, I Daniel DiMaria, Mayor of Morton Grove, do hereby proclaim October 8-14, 2017, as FIRE PREVENTION WEEK throughout this Village. I urge all the people of Morton Grove to develop a home fire escape, practice it twice a year, and participate in the many public safety activities and efforts of Morton Grove's fire and emergency services during Fire Prevention Week 2017. Daniel P. DiMaria, Mayor rnriamatimi Village of Morton Grove WHEREAS, the earliest documented Filipino presence in the continental United States was on October 18, 1587, via the galleon ship Nuestra Senora de Esperanza; and WHEREAS, the first Filipino settlement in Louisiana in 1763 set in motion the many contributions Filipino -Americans have made towards the advancement of the United States in the field of culture, society, politics, economics, education, technology, and religion; and WHEREAS, the Filipino American community is the second largest Asian American group in the United States with a population estimated to be close to four million; and WHEREAS, Filipino American servicemen and women have a long standing history in the United States Armed Forces including approximately 250,000 Filipinos who fought under the United States flag during World War II; and WHEREAS, further efforts are needed to continue to promote the study and research of Filipino American History in order to have an all-inclusive United States history that reflects an appreciation of the richness of the Filipino ethnicity and legacy in our nation; and WHEREAS, the celebration of Filipino American History Month in October of each year as denoted by the U.S. Senate and Congress provides an opportunity to celebrate the heritage and culture of Filipino Americans and their immense contributions, as well as, an opportunity for all residents of the Village of Morton Grove to learn more about Filipino Americans and their historic contributions to the growth and development of the United States; and NOW, THEREFORE, I, Daniel P. DiMaria, Mayor of the Village of Morton Grove hereby proclaim October 2017 as FILIPINO AMERICAN HISTORY MONTH in the Village in recognition of the contributions Filipino Americans have made and in celebration of all Filipino Americans who call Morton Grove home. In Witness Whereof I have hereunto set my hand and caused the Village's seal to be affixed on this 25th day of September 2017. Daniel P. DiMaria, Mayor Village of Morton Grove Legislative Summary Resolution 17-40 AUTHORIZING THE APPROVAL OF AND FUNDING FOR A PROFESSIONAL SERVICES AGREEMENT BETWEEN MORTON GROVE-NILES WATER COMMISSION AND HNTB CORPORATION FOR INDEPENDENT ENGINEERING REVIEW SERVICES Introduced: September 25, 2017 Synopsis: Background: Departs Affected: Fiscal Impact: Source of Funds: Work Impact: Admin Recom: First Reading: Special Consider or Requirements: This Resolution will approve a Professional Service Agreement between the Morton Grove -Niles Water Commission ("MGNWC") and HNTB Corporation, to provide an independent review of the design engineering services, cost estimates and assumptions associated with Stanley Consultants, Inc.'s work, and to point out recommendations to consider to modify the design and programming of this project, if deemed necessary, and authorizes the expenditure of funds to pay for the Village's share of financial obligations under the Professional Services Agreement. In June 2017 MGNWC entered into an agreement with Stanley Consultants, Inc. for professional engineering services to design transmission mains and other facilities for the MGNWC water delivery system from the Evanston Connection Point near the intersection of Emerson Street and McCormick Boulevard to the water reservoirs and facilities in Morton Grove and Niles. In September 2017, MGNWC issued an RFP for an independent review of the work completed by Stanley Consultants, Inc. The Village received a qualified proposal from HNTB Corporation and has negotiated a contract with it to review the design elements, proposed route, plans, and specifications, cost estimates and other core assumptions prepared by Stanley Consultants, Inc. This Resolution will approve the contract between the Morton Grove -Niles Water Commission and HNTB Corporation and will authorize the payment of the Village's share of the cost for these services from Village funds. Legal, Administration, and Finance Departments The not to exceed price of the Agreement is $ 75,000. HNTB Corporation's fees will be based on the actual amount of work performed. The total contract costs will be paid equally by Morton Grove and Niles. Enterprise Fund, to be reimbursed from by the Commission pursuant to the cost sharing agreement approved pursuant to Resolution 17-02. The Village Administrator, Public Works Director and Village Engineer will oversee the implementation of the Agreement. Approval as presented. Not required. None Respectfully submitted: Prepared by: Administrator Teresa Hoffin. iston, Corporation Counsel i Reviewed by: 14---- -- Hanna Sullivan, Finance Director RESOLUTION 17-40 AUTHORIZING THE APPROVAL OF AND FUNDING FOR A PROFESSIONAL SERVICES AGREEMENT BETWEEN MORTON GROVE-NILES WATER COMMISSION AND HNTB CORPORATION FOR INDEPENDENT ENGINEERING REVIEW SERVICES WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, the President and Board of Trustees of the Village of Morton Grove, a home rule Illinois municipal corporation (Morton Grove), desire to approve and enter into an agreement entitled "Professional Services Agreement For Independent Engineering Review Services For Design of Water Transmission Mains and Facility Improvements for the Morton Grove -Niles Water Commission (Village of Morton Grove, Village of Niles and HNTB Corporation)" (the Agreement) in substantially the same form as the copy of the Agreement (Exhibit "A") as attached hereto and made a part hereof; and WHEREAS, on or about September 16, 2017, the Morton Grove -Niles Water Commission (MGNWC), issued a Request for Proposals, entitled "RFP Independent Engineering Design Review for Water Delivery System" (the MGNWC RFP), to provide an independent review of the project development report and the engineering design to confirm design elements and assumptions associated with the Stanley Consultants, Inc.'s work and to point out, if necessary, recommendations to consider to modify the design and programming of this project; and WHEREAS, HNTB Corporation (Consultant) submitted a response to the MGNWC RFP, dated September 20, 2017, to perform the services relative to the project, and MGNWC and the Consultant further negotiated and refined the services to be performed; and WHEREAS, MGNWC agrees to retain the Consultant to perform the services in accordance with the terms of the Agreement; and WHEREAS, the Consultant has agreed to perform the services in accordance with the terms of the Agreement, and WHEREAS, the President and Board of Trustees of the Village of Morton Grove find that entering into such an Agreement is in the best interests of the Village of Morton Grove. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. SECTION 2: The President and Board of Trustees of the Village of Morton Grove hereby authorize the approval of an Agreement between the MGNWC and HTNB Corporation for the purposes set forth in the Agreement which is attached hereto as Exhibit "A" which may contain certain non -substantive and non-financial modifications that are approved by the Village Administrator and Village Attorney, and authorize the payment of the Village's share of the cost for these services. SECTION 3: This Resolution shall be in full force and effect upon its passage and approval. PASSED THIS 25`h DAY OF SEPTEMBER 2017 Trustee Grear Trustee Minx Trustee Ramos Trustee Thill Trustee Travis Trustee Witko APPROVED BY ME THIS 25`h DAY OF September 2017 Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois ATTESTED and FILED in my office This 26th DAY OF September 2017 Connie Travis, Village Clerk Village of Morton Grove Cook County, Illinois Exhibit "A" Professional Services Agreement For Independent Engineering Services Review For Water Delivery System (Morton Grove Niles Water Commission s and HNTB Corporation) (attached) PROFESSIONAL SERVICES AGREEMENT FOR INDEPENDENT ENGINEERING REVIEW SERVICES FOR DESIGN OF WATER TRANSMISSION MAINS AND FACILITY IMPROVEMENTS FOR THE MORTON GROVE-NILES WATER COMMISSION (VILLAGE OF MORTON GROVE, VILLAGE OF NILES AND HNTB CORPORATION This PROFESSIONAL SERVICES AGREEMENT FOR INDEPENDENT ENGINEERING SERVICES REVIEW OF DESIGN OF WATER TRANSMISSION MAINS AND FACILITY IMPROVEMENTS ("Agreement") is made this _ day of September 2017, by and between HNTB Corporation, an Illinois corporation, authorized to conduct business in the State of Illinois, whose mailing address is One South Wacker, Suite 900 Chicago, IL 60606 (the "Consultant") and the Morton Grove -Niles Water Commission, whose mailing address is 1000 Civic Center Drive, Niles, Illinois 60714 ("Commission" or the "MGNWC"). The Consultant and the Commission are at times referred to herein individually as a "Party" and collectively as the "Parties." Morton Grove and Niles are at times referred to collectively as the "Villages". RECITALS WHEREAS, on or about September 16, 2017, the Morton Grove -Niles Water Commission (MGNWC), issued a Request for Proposals, entitled "RFP Independent Engineering Design Review for Water Delivery System" attached hereto as Attachment A. (the MGNWC RFP), to provide an independent review of the project development report and the engineering design to confirm design elements and assumptions associated with the Stanley Consultants, Inc.'s work and to point out, if necessary, recommendations to consider to modify the design and programming of this project; and WHEREAS, HNTB Corporation (Consultant) submitted a response to the MGNWC RFP, dated September 20, 2017, to perform the services relative to the project, and MGNWC and the Consultant further negotiated and refined the services to be performed; and WHEREAS, MGNWC agrees to retain the Consultant to perform the Services in accordance with the terms of this Agreement; and WHEREAS, the Consultant agrees to perform the Services in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the recitals, mutual covenants and representations set forth in this Agreement, the Parties mutually agree that the Consultant shall perform the Services described below, and the MGNWC shall pay the Consultant for said performance, under the following terms and conditions: SECTION 1. INCORPORATION AND DEFINITIONS. Each of the above Whereas paragraphs are incorporated into this Section 1 as material provisions of this Agreement. Whenever used in this Agreement, the following terms shall have the meanings indicated and the singular shall be read to include the plural and vice versa, and pronouns stated herein shall be construed to include all genders. A. The term "Agreement" includes the Recitals set forth above, which are incorporated into Section 1 of this Agreement, and shall mean this Agreement and its Attachments as entered into by the Consultant and MGNWC setting forth the terms and conditions governing the Services. B. The term "MGNWC Affiliates" means MGNWC's former, current and future appointed officials, officers, commissioners, employees, engineers, attorneys, consultants, authorized representatives and volunteers. 1 C. The term "Morton Grove Affiliates" means Morton Grove's former, current and future appointed and elected officials, officers, president and trustees, employees, engineers, attorneys, consultants, authorized representatives and volunteers. D. The term "Niles Affiliates" means Niles' former, current and future appointed and elected officials, officers, president and trustees, employees, engineers, attorneys, consultants, authorized representatives and volunteers. E. The term "Services" or "Work" means the professional consulting and engineering services that are listed in the Scope of Services dated September 20, 2017 and attached hereto as Attachment B. F. The term "Scope of Work" has the same meaning as the term "Scope of Services" as used in the MGNWC RFP and this Agreement. G. The terms "sub -consultant" and "sub -contractor" mean the person, independent contractor, partnership, corporation, joint venture or other business entity (including its employees, agents or others performing or supplying on its behalf, or at its direction) having a contract with the Consultant for the performance of any portion of the Services. H. The term "MGNWC Working Group" means the respective staff and consultants employed by Morton Grove, Niles and the Commission who are working on the Project. SECTION 2. TERM OF AGREEMENT. This Agreement shall be effective on the date that the last signatory executes this Agreement, which date shall be inserted on page 1 of this Agreement, and shall terminate upon the completion and acceptance of the Services by the MGNWC and final payment to the Consultant by the MGNWC, which shall occur at the completion of award of construction contracts on or before October 27, 2017 (the "Completion Date"), as provided below (the "Term"), unless this Agreement is terminated earlier by any Party, or by mutual agreement, or the Parties agree, in writing, to extend the Term. SECTION 3. SCOPE OF SERVICES A. Services; Non -Exclusive Relationship. The Consultant agrees to perform the Services in order to complete the Scope of Work in accordance with the terms and conditions of this Agreement. The Consultant shall provide the Services on behalf of and at the direction of the MGNWC, the MGNWC Representative (defined below) and/or the MGNWC Working Group, and understands that this Agreement is not an exclusive relationship in that the MGNWC, in its collective discretion, is free to enter other agreements with other vendors or consultants to perform work on the Project. The MGNWC, in its collective discretion, is also free to assign all or any portion of the Services to other vendors or consultants, upon ten (10) calendar days written notice to the Consultant's Primary Representative, and the Compensation of the Consultant shall be reduced on an equitable basis. Unless otherwise indicated by the MGNWC, the primary contact point for the MGNWC and the MGNWC Working Group ("MGNWC Representative") to provide direction to the Consultant under this Agreement shall be: Bill Balling WRB, LLC Cellular Phone: (847) 863-7101 Office Phone: (847) 398-8399 Email: bill@wrbllc.com NOTE: Copies of all correspondence and documents shall be sent via email to the MGNWC Chair, the MGNWC Representative, the Morton Grove Village Administrator and the Niles Village Manager at their business addresses at the same time the originals are sent by the Consultant. 2 B. Mutual Cooperation. The MGNWC agrees to cooperate with the Consultant in the performance of the Services, including meeting with the Consultant on an as -needed basis and providing the Consultant with such "Confidential Information" (as defined in Section 10 below) and non -confidential information that the MGNWC may have that may be relevant and helpful to the Consultant's performance of the Services. These documents shall be furnished to the Consultant without cost or expense to the Consultant. The Consultant agrees to cooperate with the MGNWC in the performance and completion of the Services, including meeting with the MGNWC, the MGNWC Representative and/or the MGNWC Working Group on an as -needed basis, and with any other consultants engaged by the MGNWC. Within this Agreement, anytime that the MGNWC is referenced in terms of providing direction to, making requests of, or communicating with the Consultant, that MGNWC reference shall also be read to include Morton Grove, Niles, the MGNWC Representative and/or the MGNWC Working Group. C. Consultant's Personnel and Representative. (1) Primary Representative. The Consultant shall designate Bob Ivarson as, who shall be available during normal business hours (Monday through Friday from 8:00 a.m. CST to 5:00 p.m. CST) and who shall serve as the Consultant's primary authorized representative throughout the Term of this Agreement. This "Primary Representative" shall be readily available to respond to communications from the MGNWC and shall be primarily responsible for performing the Services as requested by the MGNWC. The Primary Representative shall receive requests from the MGNWC to perform the Services and shall have full authority to execute the directions of the MGNWC, without delay, and promptly supply any necessary labor, equipment or incidentals to do so. The Consultant also shall provide the MGNWC with the name and phone number of the Consultant's Primary Representative who, in the case of an off -hours emergency, shall be readily accessible and available for a quick response. The Consultant shall immediately notify the MGNWC in writing of any change in the identity and telephone number of the Consultant's Primary Representative. The Primary Representative shall not be changed by the Consultant without the MGNWC's prior written approval. if the Primary Representative fails to perform the Services to the satisfaction of the MGNWC, then the Consultant shall immediately replace the Primary Representative with a new person with comparable experience and knowledge. (2) Availability of Personnel. The Consultant shall provide adequate personnel necessary to complete the Services. The Consultant shall notify the MGNWC as soon as practicable prior to terminating the employment of, reassigning or receiving notice of the resignation of any personnel assigned to regularly perform the Services. The Consultant shall have no claim for damages and shall not bill the MGNWC for additional time and materials charges as the result of any portion of the Services which must be duplicated or redone due to such termination or for any delay or extension of time in performing the Services as a result of any such termination, reassignment or resignation. (3) Approval and Use of Sub -consultants / Sub -contractors. The Consultant shall perform the Services with its own personnel and under the management, supervision and control of its own organization, unless otherwise approved in advance and in writing by the MGNWC. All sub - consultants and sub -contractors used by the Consultant shall be acceptable to and approved in advance by the MGNWC. The MGNWC's approval of any sub -consultant or sub -contractor shall not relieve the Consultant of full responsibility and liability for the provision, performance and completion of the Services as required by this Agreement, including the agreed upon compensation for the Services. All Services performed under any sub -contract shall be subject to each of the terms of this Agreement, in the same manner as if performed by employees of the Consultant. Every subcontract that the Consultant enters into in regard to the performance of the Services under this Agreement shall include an express provision binding the sub -consultant or sub -contractor to all of the terms of this Agreement, and specifically noting the obligations in this Section 3.C(3). (4) Removal of Personnel and Sub -consultants / Sub -contractors. If any of Consultant's personnel or any sub -consultant or sub -contractor fails to perform the Services in a manner satisfactory 3 to the MGNWC and consistent with commonly accepted industry standards and professional practices, the Consultant shall immediately, upon notice from the MGNWC, remove and replace such personnel or sub -consultant or sub -contractor. The Consultant shall have no claim for damages, for compensation in excess of the amount contained in this Agreement, or for a delay or extension of time of performance as a result of any such removal or replacement. (5) Financial Ability to Perform. The Consultant states that it is financially solvent, has the financial resources necessary, has sufficient experience and competence, and has the necessary capital, facilities, organization and staff necessary to provide, perform and complete the Services set forth in this Agreement. D. Notice to Proceed with Services. The Consultant shall commence the Services immediately upon execution of this Agreement. ("Commencement Date"). The Consultant shall diligently and continuously work on the Services until the completion of the Services or upon the termination of this Agreement, but in no event later than the Completion Date. The Parties may mutually agree in writing to modify the Completion Date. Delays caused by the MGNWC shall extend the Completion Date in equal proportion to the delay caused by the MGNWC. In the event that the Consultant performs any Services and incurs any expenses in furtherance of the Project prior to receiving a written notice to proceed from the MGNWC in regard to the Project or any phase of the Project, the Services are performed and the expenses are incurred at the Consultant's sole risk, and such Services and expenses are not authorized for payment or reimbursement, unless and until a written notice to proceed is issued by the MGNWC. Those actual, documented Services performed prior to the issuance of the MGNWC notice to proceed shall be paid by the MGNWC as part of the "not to exceed" Fee provided by this Agreement. E. Suspension of Services. The MGNWC, at any time and for any reason, may suspend work on any or all Services by issuing a written work suspension notice to the Consultant. The Consultant must stop the performance of all Services within the scope of the suspension notice until the MGNWC directs the Consultant in writing to resume performance of the Services. F. Termination before Completion of Services. If the MGNWC decides not to proceed with the Project or any phase of the Project for any reason, this Agreement shall terminate upon written notice to the Consultant issued by the MGNWC advising of the termination of this Agreement. In such case, the MGNWC shall be liable to the Consultant only for payment of all actual, completed, documented Services through the date of termination. The Consultant agrees to waive any and all claims and causes of action for any other damages or losses of any kind that could be brought relative to the termination of this Agreement by the MGNWC based on the MGNWC's decision not to proceed with the Project or any phase of the Scope of Work. G. Reporting; Delivery Date of Design Documents. The Consultant shall provide feedback suggested modifications or potential conflicts or errors in the Stanley Services as soon as such issues are identified so that MGNWC can consider modifications to the Stanley Work expeditiously. The Consultant shall also regularly, and no less than weekly, provide both written and verbal reports to the MGNWC Representative, to the MGNWC Working Group and to any other MGNWC staff or officials upon request regarding the progress of the Services. The MGNWC Representative can require more frequent reporting by the Consultant at any time. On or before the Completion Date and upon final completion of the Services, the Consultant shall deliver a final report addressed to the MGNWC Board with copies delivered to the MGNWC Representative and the MGNWC Working Group members that confirms the completion of the Services H. Electronic Reporting. In addition to providing the MGNWC Board, the MGNWC Representative and the MGNWC Working Group members with paper copies of all reports, data, the Consultant (and the Primary Representative) shall, to the extent possible, submit documentation regarding the Services to the MGNWC Board, the MGNWC Representative and the MGNWC Working Group electronically. The Parties agree to 4 work together to develop a procedure for electronic communication of data that is effective and efficient for all Parties. Final Acceptance. The Services shall be considered complete on the date of final written acceptance by the MGNWC Representative of the Services, which acceptance shall not be unreasonably withheld or delayed. J. Sub-consultant/Sub-contractor List. The Consultant shall maintain an updated list of sub-consultant/sub- contractors who are working on the Project and shall provide the list and any updates to the list to the MGNWC Representative. A copy of the initial sub-consultant/sub-contractor list shall be attached hereto as Attachment C and made a part hereof; and any updated version(s) of the list shall be incorporated herein by reference. SECTION 4. ATTACHMENTS. The following attachments are either incorporated by reference or attached to and made part of this Agreement as noted. In the event of a conflict between an attachment, except for Attachment G and the text of this Agreement, the text of this Agreement shall control. In the event of a conflict between Attachment G and the text of this Agreement, Attachment G shall control. Attachment A Morton Grove -Niles Water Commission (MGNWC), Request for Proposals, entitled "RFP Independent Engineering Design Review for Water Delivery System" dated September 16, 2017, (the "MGNWC RFP"). Attachment B Consultant's Proposal for Services regarding the MGNWC RFP, dated September 2, 2017 (incorporated by reference). Attachment C Sub-consultant/Sub-contractor List Attachment D Compensation and Fee Schedule for Services ("Fee Schedule") Attachment E Insurance Requirements for the Consultants, Sub -consultants and Sub -contractors Attachment F Services Change Order (Form) Attachment G Contract Clauses Required by the Illinois Environmental Protection Agency ("IEPA") for Incorporation into this Agreement SECTION 5. INDEPENDENT CONTRACTOR STATUS. A. Relationship of the Parties. The Consultant's role, and the role of its employees and its sub -consultants and sub -contractors, with respect to the performance of the Services, is solely that of an independent contractor. The following terms and conditions are operative and applicable to the Parties under this Agreement: (1) Non -Exclusive Contractual Arrangement. The Consultant and its employees and its sub - consultants and sub -contractors are retained under a non-exclusive contractual arrangement to perform the Services only for the limited purposes set forth in this Agreement. No provision of this Agreement or subsequent conduct between the Parties shall be construed to create a relationship between the Parties as that of "employer-employee," "principal and agent," "partners" or "participants in a joint venture." (2) No Authority to Bind. The Consultant and its employees and its sub -consultants and sub- contractors shall have no authority or right to enter into any contract or incur any debt or liability of any nature in the name of, or on behalf of the MGNWC or Morton Grove or Niles. 5 (3) Not Employees of MGNWC. The Consultant and its employees and its sub -consultants and sub -contractors serve only as independent contractors of the MGNWC, and not as employees of the MGNWC, Morton Grove or Niles, for all purposes, including, but not limited to, the application of the Fair Labors Standards Act minimum wage and overtime payments, including any similar Illinois wage laws, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the Illinois Unemployment Insurance Act (820 ILCS 405/1 et seq.), and the Illinois Worker's Compensation and Occupational Diseases Act (820 ILCS 305/1, et seq.). Therefore, neither federal nor state nor local income tax nor payroll tax of any kind, nor any other withholding, shall be withheld or paid by the MGNWC, Morton Grove, Niles or Cook County on behalf of the Consultant, and its employees and its sub -consultants and sub -contractors. Nothing in this Agreement shall be construed as MGNWC, Morton Grove, Niles or Cook County requiring or acquiring or incurring any liability for Worker's Compensation, FICA, withholding tax, unemployment compensation or any other payment which would be required to be paid by the MGNWC, Morton Grove, Niles or Cook County if the MGNWC and the Consultant, and its employees and its sub -consultants and sub- contractors, were engaged in an "employer-employee" relationship. (4) Payment of Taxes. The Consultant and its employees and its sub -consultants and sub- contractors are responsible, pursuant to applicable law, for payment of any income and employment taxes or any other taxes of any kind arising from their receipt of compensation under this Agreement. (5) Ineligible for MGNWC/Village/County Employment Benefits. The Consultant and its employees and its sub -consultants and sub -contractors agree that they shall not be entitled to receive or to participate in any employee benefits or health, life or professional liability insurance programs or other employee benefit programs or pension plans or retirement plans available to part-time or full-time MGNWC, Morton Grove, Niles or Cook County employees, and agree that they are ineligible to file a claim for unemployment compensation benefits or for Worker's Compensation benefits against MGNWC, Morton Grove, Niles or Cook County. The Consultant and its employees and its sub -consultants and sub -contractors agree not to file any such claims in the event this Agreement is terminated or if they are injured or become ill as a result of performing any Services under this Agreement. (6) Autonomy. The Consultant and its employees and its sub -consultants and sub -contractors are free to use their time, energy and skill when they are not performing the Services for the MGNWC on other endeavors, as they deem appropriate and advisable. (7) Discretion Over Performance and Delivery of Services. The MGNWC shall have no control over the timing, means and manner in which the Services are to be performed by the Consultant, and its employees or its sub -consultants and sub -contractors. The Consultant is responsible for directing and controlling the performance and completion of the Services in a timely manner that meets MGNWC's requested schedule and the Completion Date. (8) Certification, Training and Licensing. The Consultant represents that its employees, sub - consultants and sub -contractors: (a) are fully qualified, licensed, registered, trained and capable within their respective disciplines in accordance with applicable laws, regulations and industry standards, and (b) currently hold, and shall maintain throughout the Term of this Agreement, all required licenses, registrations, permits and certificates applicable to the their performance of the Services. To the extent that equipment is being utilized in the providing of the Services, the Consultant and its employees and its sub -consultants and sub- contractors shall use their own equipment and tools of the trade, and be qualified and authorized to operate same. 6 (9) Applicable Regulations. The Consultant, and its employees and its sub -consultants and sub- contractors, shall be familiar with and comply with the applicable Federal, State, County and local codes, ordinances and regulations, and shall use, apply and enforce the same when performing the Services. (10) Injury to Reputation. The Consultant, and its employees and its sub -consultants and sub- contractors, shall not act in a manner that might injure the reputation of Morton Grove and the Morton Grove Affiliates or Niles and the Niles Affiliates. SECTION 6. COMPENSATION AND METHOD OF PAYMENT. A. Fee Amount. (1) Fee Schedule. The MGNWC agrees to pay for any requested, fully completed and accepted Services rendered by the Consultant in accordance with and not to exceed the Compensation and Fee Schedule (Attachment D) attached to this Agreement. The "not to exceed" Fee for the Basic Services shall be $75,000 (the "Not -To -Exceed Fee"). (2) Out -of -Pocket Costs. The Consultant, at its sole cost, shall pay all other expenses related to the performance of this Agreement including, but not limited to, travel, printing, reproduction, mailing, insurance premiums, licensing fees, fuel, overhead, administrative costs, delivery charges, and all costs associated with the acquisition and maintenance of vehicles and equipment. The Consultant may request reimbursement of these out-of-pocket costs, including the Reimbursable Costs shown in attached Attachment D, upon proper documentation, but such reimbursement shall be paid as part of the payment of and within the dollar amount of the Not -To -Exceed Fee. (3) Scope of Fees. The amounts set forth in the Compensation and Fee Schedule include all applicable Federal, State, County and Village taxes of every kind and nature applicable to the Services, as well as all taxes, contributions and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities or similar benefits, and all costs, royalties and fees arising from the use on, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes or inventions. All claims or rights to claim additional compensation by reason of the payment by the Consultant of any such tax, contribution, premium, cost, royalty or fee are the sole responsibility of the Consultant, and any claim or demand from any person that the MGNWC or Morton Grove or Niles or Cook County pay such taxes, contributions, premiums, costs, royalties or fees are waived and released and shall be indemnified by the Consultant. B. Invoices and Payment. (1) Frequency and Content. The Consultant shall submit invoices to the MGNWC monthly to MGNWC Representative. A copy of each invoice shall also be addressed and delivered to both the Village Administrator of Morton Grove and the Village Manager of Niles at their respective business addresses as set forth in Section 13(D) below. Each invoice must be accompanied by receipts, vouchers and other documents as necessary to reasonably establish the Consultant's right to payment of the Compensation stated in the invoice. In addition, each invoice must include employee classifications and employee designations (e.g., initials), rates per hour, and hours worked by each employee classification. If the Services are to be performed in separate phases, then, for each phase, the invoice must also include: the total amount billed in the current phase(s), the total amount billed to date including each completed phase and any current phase(s), and the estimated percent completion of the Services for each phase and on an overall basis. (2) Invoice Payment. The MGNWC agrees to make payments to the Consultant within thirty (30) calendar days of receipt of the invoice, unless there is a dispute in regard to the invoice, and to pay interest on unpaid balances under the provisions of the Local Government Prompt Payment Act (50 ILCS 505/1, etseq.), unless the Parties mutually agree to waive the interest payment. If there is a dispute in regard to any invoice, the MGNWC shall make payment for that portion of the invoice not in dispute and the Parties shall cooperate to resolve the dispute as soon as possible in accordance with Subsection 6.G. below, but any such dispute shall not cause the Consultant to stop performing Services or delay in its completion of the Scope of Work. The MGNWC's failure to object to any monthly invoices and payment by the MGNWC for Services related to any monthly invoice or other periodic progress payment shall not be an acceptance by the MGNWC of such Services that are incomplete and in progress. (3) Final Payment. The Services will be considered complete on the date of final written acceptance by the MGNWC after completion of all of the Services for the entire Scope of Work or acceptance of the relevant phase of the Services for a portion of the Scope of Work. After delivery of the final report and completion of the Services, the Consultant shall request in writing a confirmation of acceptance of the Services by the MGNWC and shall also deliver an invoice for final acceptance and payment. The MGNWC will make final payment to the Consultant within thirty (30) calendar days after final written acceptance of the Services to be delivered under this Agreement, after deducting therefrom charges, if any, as provided in this Agreement ("Final Payment"). The acceptance by the Consultant of Final Payment will operate as a full and complete release of the MGNWC by the Consultant of and from any and all lawsuits, claims or demands for further payment of any kind for the Services encompassed by the Final Payment. (4) Deductions. Notwithstanding any other provision of this Agreement, the MGNWC may deduct and withhold from any payment or from Final Payment such amounts as may reasonably appear necessary to compensate the MGNWC for any loss due to: (1) Services that are defective, nonconforming or incomplete, (2) liens or claims of lien, (3) claims against the Consultant or the MGNWC made by any of the Consultant's sub -consultants, sub- contractors or suppliers or by other persons about the Services, (4) delay by the Consultant in the completion of the Services, (5) the cost to the MGNWC, including without limitation reasonable attorneys' fees, of correcting any of the matters stated in this Section or exercising any one or more of the MGNWC's remedies set forth in Section 6.G. (Informal Dispute Resolution) or Section 13.0. (Cumulative Rights and Remedies) below. The MGNWC will notify the Consultant in writing, in accordance with Section 13.D. below, of the MGNWC's determination to deduct and withhold funds, which notice will state with specificity the amount of, and reason or reasons for, such deduction and withholding. (5) Use of Deducted Funds. The MGNWC will be entitled to retain any and all amounts withheld, pursuant to Section 6.B.(4) (Deductions) above, until the Consultant either has performed the obligations in question or has furnished security for that performance satisfactory to the MGNWC. The MGNWC will be entitled to apply any money withheld or any other money due to the Consultant to reimburse itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards and reasonable attorneys' fees (collectively "Costs") incurred, suffered or sustained by the MGNWC and chargeable to the Consultant under this Agreement. C. Records; Audit. The Consultant shall maintain records showing the Services performed and a record of additional services performed, and shall permit the MGNWC to inspect and audit all data and records of the Consultant for Services performed pursuant to this Agreement. The records shall include all billable charges and costs, descriptions and time entries by personnel (in minutes/hours increments) incurred in performing the Services in accordance with generally accepted accounting practices, consistently applied, and in such manner as to permit verification of all entries. Upon written request by the MGNWC, the records shall promptly be made available to the MGNWC or its 8 auditors during normal business hours during the Term of this Agreement, and for three (3) consecutive calendar years after the termination of this Agreement. Copies of such records shall be promptly furnished by the Consultant to the MGNWC at a reasonable per page photocopy expense or in an electronic or digital format at no charge. D. Claim In Addition To Agreement Amount. (1) The Consultant shall provide written notice to the MGNWC of any claim for additional Compensation as a result of action taken by the MGNWC, within fifteen (15) calendar days after the occurrence of such action. (2) The Consultant acknowledges and agrees that written notice pursuant to this Section shall not be deemed or interpreted as entitling the Consultant to any additional compensation; and that any changes in the Agreement Amount shall be valid only upon written amendment signed by all Parties pursuant to Section 6F. (Service Change Orders; Delays) below. (3) Regardless of the decision of the MGNWC relative to a claim submitted by the Consultant, the Consultant shall proceed with all of the Services required to complete the Services under this Agreement, as determined by the MGNWC, without interruption. E. Additional Services. The Consultant acknowledges and agrees that in no event shall the MGNWC or Morton Grove or Niles be liable for any additional Compensation or fees or costs incurred by the Consultant or any sub -consultant or sub -contractor in connection with any Services provided by the Consultant or any sub -consultant or sub -contractor that are outside of, or exceed, the scope of this Agreement ("Additional Services"), regardless of whether such Additional Services are requested or directed by the MGNWC or Morton Grove or Niles, except upon the prior written consent of the MGNWC provided under Section 6.F. (Service Change Orders; Delays) below. F. Services Change Orders; Delays. (1) Services Change Orders. The MGNWC, from time to time, may issue a written order modifying or otherwise changing the scope of the Services included in a Services Change Order (a "Services Change Order"). Any one or more Services Change Order which increases the original contract not to exceed price amount (individual or in the aggregate) by more than Twenty Thousand and No/100 Dollars ($20,000.00) must be approved by Resolution of the corporate authorities of the MGNWC. For a Services Change Order below the Twenty Thousand and No/100 Dollars ($20,000.00) threshold, the MGNWC Representative is authorized to execute the Services Change Order (provided it is not part of other related Services Change Orders that, in the aggregate, exceed the foregoing dollar threshold) after review and approval by the MGNWC Chair. Copies of all Services Change Orders will be sent to the MGNWC Board by the MGNWC Representative upon receipt from the Consultant. The Services Change Order will be generally in the form attached to and by this reference incorporated into this Agreement as Attachment F. The MGNWC or the Consultant may request a Services Change Order based on new or different information or changes in conditions or circumstances that were not known or not anticipated at the time of approval of this Agreement that results in change in the scope of any Services to be performed under this Agreement. A Services Change Order may include additions to and deletions from the Services and will include any equitable increases or decreases to the Compensation as mutually agreed to by the Parties. (2) Revision Notices. Within five (5) calendar days of receipt of a MGNWC-approved Services Change Order, the Consultant must notify the MGNWC Representative and the MGNWC Board in writing if the Consultant desires a revision to the Services Change Order (a "Revision Notice"). The Revision Notice must clearly state the Consultant's requested revisions and the reasons for the revisions. If the MGNWC Board agrees to any revision, then the MGNWC 9 (3) Representative will issue a revised Services Change Order in a form acceptable to the Parties. If the Consultant does not submit a Revision Notice within the 5 calendar day period, then the Consultant will be deemed to have accepted the Services Change Order and the Services Change Order will be final. Disagreements over Services Change Order Terms. If the MGNWC and the Consultant cannot agree on the proposed revisions to the Compensation or Project Schedule terms of a Services Change Order, then the Parties will apply the dispute resolution provisions of this Agreement in order to reach agreement. In that event, the Consultant must proceed diligently with the revised Services as directed by the MGNWC Board pending resolution of the disagreement. The Consultant will be compensated equitably for the work the Consultant undertakes during the informal dispute resolution process. (4) No Change in Absence of a Services Change Order. No claim for an adjustment in Compensation or Project Schedule will be made or allowed unless it is embodied in a Services Change Order signed by the MGNWC Representative and the Consultant. If the Consultant believes it is entitled to an adjustment in the Compensation or Project Schedule terms that has not been included, or fully included, in a Services Change Order, then the Consultant may submit to the MGNWC a written request for the issuance of, or revision of, a Services Change Order including the desired adjustment. The Consultant's request must be submitted before the Consultant proceeds with any Services for which an adjustment is desired. (5) Delays. If a delay in providing Services results from one or more causes that could not be avoided or controlled by the Consultant, then the Consultant may be entitled to an extension of the Project Schedule for a period of time equal to that delay, or an adjustment in Compensation for extra costs related to the delay, or both. The Consultant must notify the MGNWC in writing within ten (10) calendar days after the start of the delay and again in writing within ten (10) calendar days after the delay has ended (the "Delay Period"). The first notice must state the cause or causes of the delay and the impact of the delay on providing Services. The second notice must state the cause or causes of the delay, the length of the delay, the reasons why the delay disrupted performance of the Services, and the Consultant's request, if any, for a change in Compensation or Project Schedule. If the Consultant fails to submit notices as provided for in this Section, then the Consultant will be deemed to have waived any right to an adjustment in Compensation for the Services. G. Informal Dispute Resolution. (1) Dispute Resolution. If a dispute arises between any of the Parties concerning this Agreement, the Parties will first attempt to resolve the dispute by negotiation. Each Party will designate persons to negotiate on their behalf. The Party contending that a dispute exists must specifically identify in writing all issues and present it to the other Parties. The Parties will meet and negotiate in an attempt to resolve the matter. If the dispute is resolved as a result of such negotiation, there must be a written determination of such resolution, and ratified by the corporate authorities of each Party, which will be binding upon the Parties. If necessary, the Parties will execute an addendum to this Agreement. Each Party will bear its own costs, including attorneys' fees, incurred in all proceedings in this Section. If the Parties do not resolve the dispute through negotiation, any Party to this Agreement may pursue other remedies under Section 13.0. (Cumulative Rights and Remedies) below to enforce the provisions of this Agreement. (2) Performance of Services. During the dispute resolution process, the Consultant must proceed diligently with the performance of Services. 10 SECTION 7. PERFORMANCE AND STANDARD OF SERVICES. A. Consultant Responsibilities. The Consultant, at its sole cost, agrees as follows: (1) Standard of Performance. The Consultant shall perform the Services in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in the Chicago Metropolitan Region (the "Standard of Performance"). All Services must be free from defects and flaws, must conform to the requirements of this Agreement, and must be performed in accordance with the Standard of Performance. The Consultant is fully and solely responsible for the quality, technical accuracy, completeness and coordination of all Services. Such performance shall be to the satisfaction of the MGNWC. All Services shall be performed in a reasonably prompt manner. 1. (2) Corrections of Defects, Errors and Omissions. If any errors, omissions or acts, intentional or negligent, are made by the Consultant and/or its employees, its sub - consultants and sub -contractors in providing the Services, the correction of which requires additional Services, the Consultant shall be required to perform such additional Services as may be necessary to remedy same without undue delay and without any charge or cost to the MGNWC. The Consultant must provide, for no additional Compensation and at no separate expense to the MGNWC, all work required to correct any defects or deficiencies in the performance of Services, regardless of whether the defect or deficiency relates to the work of the Consultant or of the Consultant's sub -consultants or suppliers. (3) Risk of Loss. The Consultant bears the risk of loss in providing all Services. The Consultant is responsible for any and all damages to property or persons arising from any Consultant negligent or intentional error, omission or act and for any losses or costs to repair or remedy any work undertaken by the MGNWC based on the Services as a result of any such error, omission or act. Notwithstanding any other provision of this Agreement, the Consultant's obligations under this Section 7 exist without regard to, and may not be construed to be waived by, the availability or unavailability of any insurance, either of the MGNWC or the Consultant, to indemnify, hold harmless or reimburse the Consultant for damages, losses or costs. (4) Opinions of Probable Cost. The Parties recognize that neither the Consultant nor the MGNWC has control over the costs of labor, materials and equipment, nor services furnished by others, nor over competitive bidding, market nor negotiating conditions, nor construction contractors' methods of determining their prices. Accordingly, any opinions of probable costs provided under this Agreement are considered to be estimates only, made on the basis of the Consultant's experience and qualifications, and those opinions represent the Consultant's best judgment as an experienced and qualified professional, familiar with the industry. The Consultant does not guaranty that proposals, bids or actual costs will not vary from the opinions prepared by the Consultant. (5) Communications with Regulators. The Consultant must comply with all statutes, ordinances, codes and regulations applicable to the Services. Except to the extent expressly set forth in this Agreement, the Consultant may not communicate directly with applicable governmental regulatory agencies with regard to Services without prior express authorization from the MGNWC Board or the MGNWC Representative. The Consultant must either direct inquiries from governmental regulatory agencies to the MGNWC Board for appropriate response or respond on behalf of the MGNWC as directed by the MGNWC Representative. To the extent 11 that the Consultant communicates directly with applicable governmental regulatory agencies with regard to Services, it shall promptly (same day or within twenty-four (24) hours) inform the MGNWC Representative of such communications, provide copies to the MGNWC Representative of any such written communications (e.g., letters, emails, etc.) and shall copy the MGNWC Representative or the MGNWC Working Group on its own communications to the governmental regulatory agencies, as requested by the MGNWC. In those cases that the MGNWC will be either responding directly to the regulatory agencies, or providing information to the Consultant to allow the Consultant to respond, the response must be made within five (5) calendar days so as not to delay the Project. (6) Consultant Payments; Waivers of Liens. The Consultant must pay promptly for all services, labor, materials and equipment used or employed by the Consultant in the performance of any Services and must not cause any materials, equipment, structures, buildings, premises and property of the MGNWC to be impressed with any mechanic's lien or other liens. The Consultant, if requested, must provide the MGNWC with reasonable evidence that all services, labor, materials and equipment have been paid in full and with waivers of lien as appropriate. (7) Permits and Licenses. The Consultant, and its sub -consultants and sub -contractors, will assist the MGNWC in obtaining all permits and licenses, registrations, qualifications and other governmental authorizations required by all applicable laws and regulations that relate to the performance of the Services. The MGNWC retains responsibility to pay for all permits and licenses, registrations, qualifications and other governmental authorizations. If the Consultant pays for any permits and licenses, registrations, qualifications and other governmental authorizations on behalf of the MGNWC, the cost will be paid as an Additional Service (Subsection 61.) in addition to this Agreement's not to exceed fee. (8) Safety; Hazardous Materials. Protection of Health, Environment. The Consultant's personnel must be experienced and properly trained to perform the Services and must take adequate precautions to protect human health and the environment in the performance of Services. ii. Notice of Hazardous Conditions. If the Consultant observes a potentially hazardous condition relating to the Services, the Consultant must immediately bring that condition to the attention of the MGNWC Board, the MGNWC Representative and the MGNWC Working Group. Hazardous Materials. The Consultant acknowledges that there may be hazardous substances, wastes or materials as defined by applicable Law ("Hazardous Materials") within the proposed Project area or otherwise associated with Services, and the Consultant under those circumstances must take appropriate precautions to protect its employees, sub -consultants and suppliers, and shall advise in writing the MGNWC Board, the MGNWC Representative and the MGNWC Working Group of the presence or suspected presence and location of such Hazardous Materials. B. MGNWC Responsibilities. The MGNWC, at its collective cost, agrees as follows: (1) To designate in writing a person with authority to act on behalf of the MGNWC with respect to the Services. The MGNWC Representative will have the authority to act on behalf of the MGNWC, except on matters that require approval of the respective corporate authorities of the MGNWC or the input of the MGNWC Working Group. 12 (2) To provide to the Consultant all criteria and information about the requirements for the Services, including, as relevant, the MGNWC's objectives and constraints, schedule, space, capacity and performance requirements, and budgetary limitations. (3) To provide to the Consultant existing studies, reports and other available data relevant to the Services. (4) To arrange for access to, and make provisions for the Consultant (and its employees, sub - consultants and sub -contractors) to enter on, public and private property as reasonably required for the Services. (5) To provide, as relevant, existing surveys and GIS data describing physical characteristics, legal limitations and utility locations in Evanston, Niles, Morton Grove and Skokie for the Services and the services of other consultants when the services of other consultants are requested by the Consultant and are necessary for the performance of the Services. Note: Under the Scope of Services, the Consultant is responsible for preparing or obtaining new surveys of the land and utility locations under consideration for the Project. (6) To provide structural, mechanical, chemical, air and water tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law to be provided by the MGNWC in connection with the Services, except to the extent such tests, inspections or reports are part of the Services. (7) (8) To review reports, documents, data and all other information presented by the Consultant as appropriate in a timely manner and to provide responses within five (5) calendar days of receipt. To provide approvals from all governmental authorities having jurisdiction over the Services when requested by the Consultant, except to the extent such approvals are part of the Services. (9) To attend meetings related to the Services. (10) To give prompt written notice to the Consultant whenever the MGNWC or one of the MGNWC Affiliates observes or otherwise becomes aware of any development that affects the scope or timing of Services, except that the inability or failure of the MGNWC or one of the MGNWC Affiliates to give any such a notice will not relieve the Consultant of any of its responsibilities under this Agreement. SECTION 8. INDEMNIFICATION A. Indemnification by Consultant. (1) MGNWC. To the fullest extent permitted by law, the Consultant shall defend, hold harmless and indemnify the MGNWC and the MGNWC Affiliates from and against any and all injury, death, loss, property damage, judgments, liens, claims, suits, liabilities, actions, causes of action, demands, expenses, costs or other liabilities of any character (including reasonable attorney fees and litigation costs) to the extent arising in whole or in part, relating to or resulting from the performance under this Agreement by the Consultant and/or its employees and its sub - consultants and sub -contractors, or others performing or furnishing any Services directly or indirectly on the Consultant's behalf, including but not limited to: (a) failure to comply with, or violation of, any federal, state or local law, statute, regulation, rule, ordinance, order or governmental directive; (b) negligent acts, omissions or willful misconduct; and (c) failure to comply with the terms, conditions, representations or warranties contained in this Agreement. 13 In connection with any such liabilities, the MGNWC and the MGNWC Affiliates shall have the right to defense counsel of their choice and the Consultant shall be solely liable for all reasonable costs, fees and expenses of such defense. Any insurance policies required to be maintained pursuant to this Agreement shall in no way limit the extent of the Consultant's responsibility to indemnify as herein provided. The terms of this indemnity shall survive the suspension, expiration or termination of this Agreement. (2) Morton Grove. To the fullest extent permitted by law, the Consultant shall defend, hold harmless and indemnify the Village of Morton Grove and Morton Grove Affiliates from and against any and all injury, death, loss, property damage, judgments, liens, claims, suits, liabilities, actions, causes of action, demands, expenses, costs or other liabilities of any character (including reasonable attorney fees and litigation costs) to the extent arising in whole or in part, relating to or resulting from the performance under this Agreement by the Consultant and/or its employees and its sub -consultants and sub -contractors, or others performing or furnishing any Services directly or indirectly on the Consultant's behalf, including but not limited to: (a) failure to comply with, or violation of, any federal, state or local law, statute, regulation, rule, ordinance, order or governmental directive; (b) negligent acts, omissions or willful misconduct; and (c) failure to comply with the terms, conditions, representations or warranties contained in this Agreement. In connection with any such liabilities, the Village of Morton Grove and the Morton Grove Affiliates shall have the right to defense counsel of their choice and the Consultant shall be solely liable for all reasonable costs, fees and expenses of such defense. Any insurance policies required to be maintained pursuant to this Agreement shall in no way limit the extent of the Consultant's responsibility to indemnify as herein provided. The terms of this indemnity shall survive the suspension, expiration or termination of this Agreement. (3) Niles. To the fullest extent permitted by law, the Consultant shall defend, hold harmless and indemnify the Village of Niles and Niles Affiliates from and against any and all injury, death, loss, property damage, judgments, liens, claims, suits, liabilities, actions, causes of action, demands, expenses, costs or other liabilities of any character (including reasonable attorney fees and litigation costs) to the extent arising in whole or in part, relating to or resulting from the performance under this Agreement by the Consultant and/or its employees and its sub - consultants and sub -contractors, or others performing or furnishing any Services directly or indirectly on the Consultant's behalf, including but not limited to: (a) failure to comply with, or violation of, any federal, state or local law, statute, regulation, rule, ordinance, order or governmental directive; (b) intentional or negligent errors, acts, omissions or willful misconduct; and (c) failure to comply with the terms, conditions, representations or warranties contained in this Agreement. In connection with any such liabilities, the Village of Niles and the Niles Affiliates shall have the right to defense counsel of their choice and the Consultant shall be solely liable for all reasonable costs, fees and expenses of such defense. Any insurance policies required to be maintained pursuant to this Agreement shall in no way limit the extent of the Consultant's responsibility to indemnify as herein provided. The terms of this indemnity shall survive the suspension, expiration or termination of this Agreement. (4) Kotecki Waiver. The Consultant (and all sub -consultants and sub -contractors into whose subcontract this clause is incorporated) agrees to assume the entire liability for all personal injury claims suffered by its own employees and waives any limitation of liability defense based upon the Worker's Compensation Act and cases decided thereunder. The Consultant agrees to indemnify and defend MGNWC and the MGNWC Affiliates, the Village of Morton Grove and the Morton Grove Affiliates, and the Village of Niles and the Niles Affiliates from and against all such loss, expense, damage or injury, including reasonable attorney fees, which MGNWC and the MGNWC Affiliates, the Village of Morton Grove and the Morton Grove Affiliates, and the Village of Niles and the Niles Affiliates may sustain as a result of personal injury claims by the Consultant's employees and by the sub -consultants and sub -contractors and their respective employees, except to the extent those claims arise as a result of MGNWC's and the MGNWC Affiliates' 14 own negligence, the Village of Morton Grove's and the Morton Grove Affiliates' own negligence, and the Village of Niles' and the Niles Affiliates' own negligence. C. No Personal Liability. No elected or appointed official or employee of Cook County and the Cook County Affiliates, the MGNWC and the MGNWC Affiliates, the Village of Morton Grove and the Morton Grove Affiliates, and the Village of Niles and the Niles Affiliates shall be personally liable, in law or in contract, to the Consultant as the result of the execution of this Agreement. No employee of the Consultant, sub -consultants, and sub -contractors shall be personally liable, in law or in contract, to the MGNWC as the result of the execution of this Agreement. SECTION 9. INSURANCE. A. During the Term of this Agreement, or any extended term, the Consultant shall procure and maintain the following insurance coverages: See Attachment E attached to this Agreement. SECTION 10. CONFIDENTIAL INFORMATION; OWNERSHIP OF DOCUMENTS. A. No Disclosure of Confidential Information. The Consultant acknowledges that it shall, in performing the Services for the MGNWC under this Agreement, have access, or be directly or indirectly exposed, to Confidential Information, as defined below. The Consultant shall hold confidential all Confidential Information of the MGNWC and Morton Grove and Niles and shall not disclose or use such Confidential Information without the express prior written consent of the MGNWC, Morton Grove or Niles, depending on whose Confidential Information is at issue. The Consultant shall use reasonable measures at least as strict as those the Consultant uses to protect its own confidential information. Such measures shall include, without limitation, requiring its employees and sub -consultants and sub- contractors of the Consultant to execute a non -disclosure agreement (in a format approved by the MGNWC) before obtaining access to Confidential Information. (1) Confidential Information. All confidential information and data disclosed by the MGNWC and developed or obtained from the MGNWC under this Agreement must be treated by the Consultant as proprietary and confidential information ("Confidential Information"). Based on whose Confidential Information is at issue, the Consultant must not disclose Confidential Information without the MGNWC's or Morton Grove's or Niles' prior written consent. No person may use Confidential Information for any purpose other than for the proper performance of the Services. The obligations under this Section do not apply to Confidential Information that is (i) in the public domain without breach of this Agreement, (ii) developed by the Consultant independently from this Agreement, (iii) received by the Consultant on a non - confidential basis from others who had a right to disclose the information, or (iv) required by law to be disclosed, but only after prior written notice has been received by the MGNWC or Morton Grove or Niles and the MGNWC or Morton Grove or Niles has had a reasonable opportunity to protect disclosure of the Confidential Information. The Consultant must ensure that the foregoing obligations of confidentiality and use extend to and bind the Consultant's employees, sub -consultants and sub -contractors. B. Ownership of Data and Documents. The Parties expressly agree that all data, documents, records, studies or other information (collectively "Data") provided by the MGNWC to the Consultant or generated, created, found or otherwise completed by the Consultant, and its employees, sub -consultants and sub- contractors, in the performance of Consultant's Services under the terms of this Agreement shall at all times remain the proprietary information of and under the ownership of the MGNWC and shall be provided to the MGNWC by the Consultant upon request of the MGNWC, or at the termination of this Agreement. All Data, regardless of its format, developed or obtained under this Agreement, other than the Consultant's confidential information, will be and remain the sole property of the MGNWC, unless the MGNWC agree that certain portions of the Data is the sole property of either Morton Grove or Niles. The Consultant must promptly deliver all Data to the MGNWC at the MGNWC's request. The Consultant is 15 responsible for the care and protection of the Data until that delivery. The Consultant may retain one or more copies of the Data. Notwithstanding the foregoing, upon request of the MGNWC at any time, or at the termination of this Agreement, the Consultant shall promptly return to the MGNWC all documents provided to the Consultant by the MGNWC during the Term of this Agreement. C. Intellectual Property. The Consultant may not infringe on any intellectual property (including but not limited to patents, trademarks, or copyrights) (collectively "Intellectual Property") in the performance of Services. If ever the Consultant is alleged to have infringed on any Intellectual Property, then, in addition to the Consultant's obligations to indemnify the MGNWC under this Agreement, the Consultant also, at the sole discretion of the MGNWC and at the Consultant's sole expense (a) procure for the MGNWC the right to continue using the infringing subject matter, or (b) replace or modify the infringing subject matter so that it becomes non -infringing but still complies with the requirements of this Agreement, or (c) reimburse the MGNWC for all payments made to the Consultant relating to or impacted by the infringing material and all costs incurred by the MGNWC resulting from such infringement. D. Copyrights and Patents. The Consultant agrees not to assert, or to allow persons performing under the Consultant's control to assert, any rights to Data or establish any claim under design, patent, or copyright laws. It is expressly agreed that all copyrightable or patentable Data produced as part of Services has been specifically commissioned by the MGNWC and is considered "work for hire," and that all copyrightable and other proprietary rights in that Data will vest solely in the MGNWC. Further, the Consultant agrees that all rights under copyright and patent laws under this Agreement belong to the MGNWC. The Consultant assigns any and all rights, title, and interests under copyright, trademark, and patent law to the MGNWC and agrees to assist the MGNWC in perfecting the same at the MGNWC's expense. E. Advertisements; Media / News Releases; Use of Letterhead or Logo. The Consultant, and its employees, sub -consultants and sub -contractors, shall not issue any media news releases, advertisements, promotional materials or other public statements regarding the Services without the prior written consent of the MGNWC Working Group. The Consultant shall not use the letterhead or logo or any servicemark or trademark of Morton Grove without the prior written consent of the Village Administrator of Morton Grove and shall not use the letterhead or logo or any servicemark or trademark of Niles without the prior written consent of the Village Manager of Niles. SECTION 11. COMPLIANCE WITH LAWS. A. Compliance with Laws. The Consultant, and its employees, sub -consultants and sub -contractors, shall comply with any and all applicable laws, regulations and rules promulgated by any Federal, State, County, local, or other governmental authority or regulatory body pertaining to all aspects of the Services, 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 Occupational Safety and Health Act standards, the Illinois Human Rights Act, the Illinois Equal Pay Act of 2003, 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, the Substance Abuse Prevention on Public Works Projects Act, Prevailing Wage Laws, the Smoke Free Illinois Act, the USA Security Act, the Federal Social Security Act (and any of its titles), and any other law, rule or regulation of the Illinois Department of Labor, Illinois Department of Transportation, Illinois Environmental Protection Act, Illinois Department of Human Rights, Human Rights Commission, EEOC, Metropolitan Water Reclamation District of Greater Chicago, the Village of Morton Grove and the Village of Niles. In the event that the Consultant, or its employees, sub -consultants and sub -contractors, in performing the Services are found to have not complied with any of the applicable laws and regulations as required by this Agreement, then the Consultant shall indemnify and hold the MGNWC harmless, and pay all 16 amounts determined to be due from the MGNWC for such non-compliance by the Consultant, including, but not limited to fines, costs, attorneys' fees and penalties. (1) Employment of Illinois Workers on Public Works Act Compliance. To the extent required by law, the Consultant agrees to comply with the provisions of the Employment of Illinois Workers on Public Works Act (30 ILCS 570/0.01 et seq.). (2) Preference To Veterans Act Compliance. The Consultant will comply with the Preference to Veterans Act (330 ILCS 55). (4) Patriot Act Compliance. The Consultant represents and warrants to the Villages that neither it nor any of its principals, shareholders, members, partners, or affiliates, as applicable, is a person or entity named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of a Specially Designated National and Blocked Person. The Consultant further represents and warrants to the Villages that the Consultant and its principals, shareholders, members, partners, or affiliates, as applicable, are not, directly or indirectly, engaged in, and are not facilitating, the transactions contemplated by this Agreement on behalf of any person or entity named as a Specially Designated National and Blocked Person. The Consultant hereby agrees to defend, indemnify and hold harmless the Villages, their respective corporate authorities, and all of each Village's elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from and against any and all claims, damages, losses, risks, liabilities, and expenses (including reasonable attorneys' fees and costs) arising from or related to any breach of the representations and warranties in this subsection. B. The Parties to this Agreement shall further comply with all applicable federal, state and local laws, rules and regulations in carrying out the terms and conditions of this Agreement, including the following: (1) Certification. Each Party and its officers, corporate authorities, employees and agents certify that they are not barred from entering into this Agreement as a result of a violation of either 720 ILCS 5/33E-3 or 5/33E-4 (bid rigging or bid rotating) or 5/33E-6 (interference with contract submission and award by public official) or as a result of a violation of 820 ILCS 130/1 et seq. (the Illinois Prevailing Wage Act) or as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue or any fee required by any unit of local government or the State, unless the Party is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax or the fee, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq. Each Party and its officers, corporate authorities, employees and agents further certify by signing this Agreement that the Party and its officers, corporate authorities, employees and agents have not been convicted of, or are not barred for attempting to rig bids, price-fixing or attempting to fix prices as defined in the Sherman Anti -Trust Act and Clayton Act. 15 U.S.C. § 1 et seq.; and has not been convicted of or barred for bribery or attempting to bribe an officer or employee of a unit of state or local government or school district in the State of Illinois in that officer's or employee's official capacity. Nor has any of the Parties and their officers, corporate authorities, employees and agents made admission of guilt of such conduct which is a matter of record, nor has any official, officer, agent or employee of the Parties been so convicted nor made such an admission. (2) Non -Discrimination. Each Party and its officers, corporate authorities, employees and agents agree not to commit unlawful discrimination and agree to comply with all applicable provisions of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the 17 Americans with Disabilities Act, the Age Discrimination in Employment Act, Section 504 of the Federal Rehabilitation Act, and all applicable rules and regulations. Each Party maintains a written Sexual Harassment Policy in compliance with Section 2-105 of the Illinois Human Rights Act (775 ILCS 5/2-105(A)(4)). Each Party certifies that it is an "Equal Opportunity Employer" as defined by federal and State laws and regulations, and agrees to comply with the Illinois Department of Human Rights ("IDHR") Equal Opportunity Employment clause as required by the IDHR's Regulations (44 III. Adm. Code, Part 750, Appendix A). As required by Illinois law and IDHR Regulation, the Equal Opportunity Employment clause is incorporated by reference in its entirety as though fully set forth herein. Each Party certifies that it agrees to comply with the Prohibition of Segregated Facilities clause, which is incorporated by reference in its entirety as though fully set forth herein. See, Illinois Human Rights Act (775 ILCS 5/2-105). See also, Illinois Department of Human Rights Rules and Regulations, Title 44, Part 750. Administrative Code, Title 44: Government Contracts, Procurement and Property Management, Subtitle 8: Supplemental Procurement Rules, Chapter X: Department of Human Rights, Part 750: Procedures Applicable to All Agencies, Section 750.160: Segregated Facilities (44 !IL Adm. Code 750.160) (3) Illinois Freedom of Information Act. The definition of a public record in the Freedom of Information Act (5 ILCS 140/1 et seq.) ("FOIA") includes a "public record that is not in the possession of a public body but is in the possession of a party with whom the agency has contracted to perform a governmental function on behalf of the public body and that directly relates to the governmental function and is not otherwise exempt under this Act." (5 ILCS 140/7(2). Consequently, the Parties must maintain and make available to the other Parties, upon request, their public records relating to the performance of this Agreement in compliance with the requirements of the Local Records Act (50 ILCS 205/1 et seq.) and FOIA. To facilitate a response by the MGNWC to any FOIA request, the Consultant agrees to provide all requested public records within five (5) business days of a request being made by MGNWC. The Consultant agrees to defend, indemnify and hold harmless MGNWC and the MGNWC Affiliates, Morton Grove and the Morton Grove Affiliates and Niles and the Niles Affiliates, and agrees to pay all reasonable costs connected therewith (including, but not limited to, reasonable attorney and witness fees, filing fees and any other expenses) for the MGNWC, Morton Grove and/or Niles to defend any and all causes, actions, causes of action, disputes, prosecutions or conflicts arising from the Consultant's actual or alleged violation of the FOIA or the Consultant's failure to furnish all public records as requested by the MGNWC. Furthermore, should the Consultant request that the MGNWC utilize a lawful exemption under FOIA in relation to any FOIA request thereby denying that request, the Consultant agrees to pay all costs connected therewith (such as reasonable attorney 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. The Consultant agrees to defend, indemnify and hold harmless MGNWC and the MGNWC Affiliates, Morton Grove and Morton Grove Affiliates and Niles and Niles Affiliates, and agrees to pay all costs incurred by the MGNWC, Morton Grove and/or Niles connected therewith (such as reasonable attorney and witness fees, filing fees, penalties, fines, and any other expenses) to defend any denial of a FOIA request pursuant to the Consultants request to utilize a lawful exemption. C. Consultant Representations. (1) No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of State or local government as a result of: (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue or any fee required by the Village of Morton Grove and the Village of Niles, unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the 18 amount of the tax or the fee, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. The Consultant represents that the only persons, firms or corporations interested in this Agreement as principals are those disclosed to the MGNWC prior to the execution of this Agreement, and that this Agreement is made without collusion with any other person, firm or corporation. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm or corporation, then the Consultant shall be liable to the Village of Morton Grove and/or the Village of Niles for any loss or damage that the Village of Morton Grove and/or the Village of Niles may suffer, and this Agreement shall, at the MGNWC's option, be null and void. (2) Conflict of Interest. (3) (a) The Consultant represents and certifies that, to the best of its knowledge: (1) no MGNWC, Cook County, Morton Grove or Niles employee or agent is interested in the business of the Consultant or this Agreement; (2) as of the date of this Agreement, neither the Consultant nor any person employed or associated with the Consultant has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the Consultant shall at any time during the Term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. (b) The Consultant agrees to perform no professional services during the Term of this Agreement for any person, firm or corporation, for any project or work that may be subject to review/inspection by Morton Grove or Niles, to occur or occurring within the corporate limits of Morton Grove or Niles without notification to Morton Grove and/or Niles prior to rendering services. The Consultant agrees to provide the MGNWC with written notification whenever the Services provided under this Agreement shall require the Consultant to review a project, business or work performed by any other firm or corporation for whom the Consultant is or has within the previous twelve (12) months provided professional services, or with any of the Consultant's partners or principals that have a financial interest. Compliance with Laws, Grant Regulations. All Services must be provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations. The Consultant also must comply with applicable conditions of any federal, state, or local grant received by the MGNWC with respect to this Agreement. The Consultant will be solely responsible for any fines or penalties that may be imposed or incurred by a governmental agency with jurisdiction over the Services as a result of the Consultant's improper performance of, or failure to properly perform, any Services. SECTION 12. DEFAULT AND TERMINATION OF SERVICES. A. This Agreement is at -will and may be terminated by the MGNWC at any time at MGNWC'S convenience, without reason or cause. If the MGNWC terminates this Agreement without reason or cause, then the MGNWC will liable to the Consultant only for payment of all actual, completed, documented Services through the date of termination. The Consultant shall not be entitled to Compensation of any kind, including without limitation for lost profit, for any Services not performed by the Consultant. B. Termination by MGNWC for Breach. MGNWC at any time, by written notice, may terminate this Agreement because breach by the Consultant and failure of the Consultant to cure the breach within 19 ten (10) calendar days after that written notice or such further time as the MGNWC may agree, in the MGNWC's sole discretion, in response to a written notice from the Consultant seeking additional time to cure. "Breach" by the Consultant includes (a) failure of the Consultant to adhere to any terms or conditions of this Agreement, (b) failure of the Consultant to properly perform Services, (c) failure of the Consultant to maintain progress in the performance of Services so as to endanger proper performance of the Services within the Project Schedule, or (d) failure of the Consultant to have or maintain adequate financial or legal capacity to properly complete any Services. C. MGNWC Remedies. If t MGNWC terminates this Agreement for Breach by the Consultant, then the MGNWC will have the right, at its election and without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: (1) MGNWC may recover from the Consultant any and all costs, including without limitation reasonable attorneys' fees, incurred by the MGNWC as the result of any Breach or as a result of actions taken by MGNWC in response to any Breach. (2) MGNWC may withhold any or all outstanding Compensation to reimburse itself or pay for any and all costs, including without limitation reasonable attorneys' fees, incurred by the MGNWC as the result of any Breach or as a result of actions taken by the MGNWC in response to any Breach. In that event, the MGNWC will pay any excess funds to the Consultant, if any, after all of the MGNWC's costs are reimbursed or paid. If the Compensation withheld by the MGNWC is insufficient to reimburse the MGNWC for, or pay, all costs, then the MGNWC will has the right to recover directly from the Consultant a sum of money sufficient to reimburse itself, or pay, all remaining costs. D. Termination for Convenience. If, after termination of this Agreement by the MGNWC for breach, it is determined that the Consultant was not in breach or that the termination otherwise was irregular or improper, then the termination shall be deemed to have been made for the convenience of the MGNWC under this Section 12. E. Termination by Consultant for Breach. The Consultant at any time, by written notice, terminate this Agreement on account of a failure by the MGNWC to adhere to any terms or conditions of this Agreement and a failure of the MGNWC to cure the breach within ten (10) calendar days after that written notice or such further time as the Consultant may agree, in the Consultant's sole discretion, in response to a written notice from the MGNWC seeking additional time to cure. F. Termination by Consultant without Cause. The Consultant shall not terminate this Agreement without cause. SECTION 13. GENERAL PROVISIONS. A. Amendment. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved by the MGNWC Board and executed by the MGNWC Chair and the Consultant. B. Assignment. The Consultant shall not assign this Agreement or any portion thereof without the prior written approval of the MGNWC Board, which shall not be unreasonably withheld. The merger, consolidation or liquidation of the Consultant or any change in the ownership of or power to vote equal to twenty percent (20%) or more of the Consultant's capital stock, as held as of the date of execution of this Agreement, shall be deemed an assignment; provided, however, that the transfer of ownership of shares of capital stock between persons who, on the date of this Agreement, are owners of the Consultant's capital stock or who are employees of Consultant, shall not constitute an assignment. As part of the written notice of assignment sent to the Consultant, an addendum to this Agreement that memorializes the assignment shall be prepared and sent to the Consultant for execution. 20 C. Binding Effect. The terms of this Agreement shall bind and inure to the benefit of the MGNWC and the Consultant, and their agents, successors and assigns. D. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered: (1) by personal delivery; (2) by a reputable overnight courier; (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid; or (4) by email delivery to the Party's business email address set forth below. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of: (a) actual receipt; (b) one (1) business day after deposit with an overnight courier, as evidenced by a receipt of deposit; (c) four (4) business days following deposit in the U.S. mail, as evidenced by a return receipt; or (d) date of delivery of the email. By notice complying with the requirements of this Section 13.D., each Party shall have the right to change the address or the addressee, or both, for all future notices and communications to the other Party, but no notice of a change of addressee or address shall be effective until actually received. Notices and communications to the MGNWC with copies to the MGNWC Working Group shall be addressed to, and delivered at, the following addresses: Bill Balling, MGNWC Superintendent, 1000 Civic Center Dr. Niles, IL 60714 Cellular Phone: (847) 863-7101 Office Phone: (847) 398-8399 Email: bill@wrbllc.com With a copy to: Teresa Hoffman Liston, MGNWC 6101 Capulina Avenue, Morton Grove, IL 60053 Direct: 847-663-3001 Mobile 847-917-5416 Email: tliston@mortongroveil.org Notices and communications to the Consultant shall be addressed delivered to the following address: Bob Ivarson HNTB Corporation 1 S. Wacker Dr. Suite 900 Chicago, IL 60606 Phone: 312-798-0303 Email: Rlvarson@HNTB.com With a copy to: XXX E. Third Party Beneficiary. No claim as a third -party beneficiary under this Agreement by any person, firm or corporation shall be made or be valid against MGNWC and the MGNWC Affiliates, Morton Grove and Morton Grove's Affiliates and Niles and Niles' Affiliates. F. Provisions Severable. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. G. Time. Time is of the essence in the performance of all terms and provisions of this Agreement. 21 H. Calendar Days and Time. Unless otherwise provided in this Agreement, any reference in this Agreement to "day" or "days" shall mean calendar days and not business days. If the date for giving of any notice required to be given, or the performance of any obligation, under this Agreement falls on a Saturday, Sunday or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday or federal holiday. Venue and Governing Law. All questions of interpretation, construction and enforcement, and all controversies with respect to this Agreement, shall be governed by the applicable constitutional, statutory and common law of the State of Illinois. The Parties agree that, for the purpose of any litigation relative to this Agreement and its enforcement, venue shall be in the Circuit Court of Cook County, Illinois or the Northern District of the United States District Court, Chicago, Illinois, and the Parties consent to the jurisdiction of said Courts for any such action or proceeding. J. Authority to Execute. (1) MGNWC Water Commission. The MGNWC warrants and represents to the Consultant that the persons executing this Agreement on its behalf have been properly authorized to do so by its corporate authorities. (2) The Consultant. The Consultant warrants and represents to the MGNWC that the persons executing this Agreement on its behalf have the full and complete right, power and authority to enter into this Agreement and to agree to the terms, provisions and conditions set forth in this Agreement, and that all legal actions needed to authorize the execution, delivery and performance of this Agreement have been taken. K. Entire Agreement. This Agreement constitutes the entire agreement between the Parties to this Agreement and supersedes all prior agreements and negotiations between the Parties, whether written or oral, relating to the subject matter of this Agreement. L. Waiver. The failure of either Party to enforce any term, condition or covenant (herein referred to as "provision") of this Agreement shall not be deemed a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with such provision and every other provision of this Agreement. No provision of this Agreement shall be deemed to have been waived by either Party unless such waiver is in writing by said Party. M. Survival. The aforesaid covenants, agreements, representations and warranties shall survive the expiration or termination of this Agreement. N. Counterpart Execution. This Agreement may be executed in counterparts, each of which, when executed, shall be deemed to be an original, but all of which together shall constitute one and the same instrument. O. Cumulative Rights and Remedies. 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 rights, remedies, and benefits allowed by law. P. Effective Date. This Agreement shall become effective on the date the last signatory signs this Agreement. IN WITNESS WHEREOF, this Agreement was executed on behalf of the Parties through their authorized representatives, after all duly required corporate action was taken, as set forth below on the signature pages. 22 SIGNATURE PAGES AND ATTACHMENTS TO FOLLOW 23 SIGNATURE PAGE FOR CONSULTANT IN WITNESS WHEREOF, the below authorized corporate officer of HNTB Corporation signed this Agreement pursuant to legal authority and direction granted to him/her by the required corporate action. Attest: By: Name: Title: Date: 2017 24 HNTB Corporation By: Name: Title: Date: ,2017 SIGNATURE PAGE FOR MORTON GROVE-NILES WATER COMMISSION IN WITNESS WHEREOF, the below authorized officials of the Morton Grove -Niles Water Commission have signed this Agreement pursuant to legal authorization granted to him/her under Article VII, Section 10 of the 1970 Illinois Constitution, the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.) and Division 135 of Article 11 of the Illinois Municipal Code (65 ILCS 5/11-135-1, et seq.) ("Division 135") and the corporate approval granted by passage of a Resolution by the Corporate Authorities of the Morton Grove -Niles Water Commission. Attest: By: John Pietron, Clerk/Secretary Date: 2017 25 Morton Grove -Niles Water Commission By: Steven Vinezeano, Chair Date: 2017. Approved as to form and legality: By: Teresa Hoffman Liston, MGNWC General Counsel