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HomeMy WebLinkAbout09-86 d � Resolution No. 09-86 RESOLUTION ENDUM TO AUTHORIZING EXECUTION TAL AGREEMENT NT WITH THE FOX RIVER THE INTERGOVERNMEN WATER RECLAMATION DISTRICT ( PRO PROJECT THE LIME WASTE DISPOSAL MAIN at BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILL dOIS,t to Ed Schock,Mayor, and Diane Robertson, City Clerk,be and are hereby execute a First Addendum to an Intergovernmental Agreement disposal with the Fox River of which is Reclamation District(FRWRD)regarding the lime waste attached and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: April 8, 2009 Adopted: April 8, 2009 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk r � FIRST ADDENDUM TO AN INTERGOVERNMENTAL AGREEMENT REGARDING A FORCE MAIN C ELGIN AND THE FOX RIVER PROJECT ER RECLAMATION DISTRICT THIS FIRST ADDENDUM TO AN INTERGOVERNMENTAL AGREEMENT REGARDING A JOINT FORCE MAIN PROJECT ("First Addendum") dated as of this gam' of 200?; by and between the City of Elgin, Illinois (the "City"), an Illinois municipal coiporation and the Fox River Water Reclamation District, a municipal corporation of Kane and Cook counties, Illinois, being a sanitary district organized pursuant to the Sanitary District Act of 1917 (70 ILCS 2405/11 et seq.) (the "District"). WHEREAS, the City and the District are parties to a certain Intergovernmental Agreement regarding a Joint Force Main Project (the "Project"), dated July 3, 2007 (the "Intergovernmental Agreement"), attached hereto as Exhibit A and incorporated herein by this reference; and, WHEREAS, pursuant to the Intergovernmental Agreement, the City and the District have agreed to share certain costs of construction of separate sludge disposal force main projects; and, WHEREAS, the City and Burns & McDonnell (the "Engineer") have previously entered into an Engineering Services Agreement, dated March 8, 2006, attached hereto as Exhibit B and incorporated herein by this reference, whereby the Engineer is to provide certain engineering services relating to the Project; and, WHEREAS, the City and the District now wish to modify and amend the Intergovernmental Agreement to incorporate certain amendments to the Engineering Services Agreement between the City and the Engineer with respect to the Project. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the City and the District agree as follows: I, First Amendment Agreement A. The City and the District agree that Burns & McDonnell are to provide certain engineering design services relating to the Project, as set forth in the First Amendment Agreement to the Engineering Services Agreement, attached hereto as Exhibit C and incorporated herein by this reference. B. The City and the District agree that the allocation of the fees for the engineering services to be provided by Burns & McDonnell pursuant to the Engineering Services Agreement and the First Amendment Agreement shall be paid in accordance with the allocation set forth in Attachment C to the First Amendment Agreement. t w li. Second Amendment Agreement A. The City and the District agree that Burns & McDonnell are to provide certain engineering construction phase services relating to the Project, as set forth in the Second Amendment Agreement to the Engineering Service Agreement, attached hereto as Exhibit D and incorporated herein by this reference. B. The City and the District agree that the allocation of the fees for the engineering services to be provided by Burns & McDonnell relating to the Second Amendment Agreement shall be paid in accordance with the allocation set forth in Attachment C to the Second Amendment Agreement, which provides that the City and the District shall equally share the fees for said engineering services, rather than pro rata as provided for in paragraph 8 of the Intergovernmental Agreement. III. Third Amendment Agreement A. The City and the District agree that Burns & McDonnell are to provide certain engineering design services relating to the Project, as set forth in the Third Amendment Agreement to the Engineering Services Agreement, attached hereto as Exhibit E and incorporated herein by this reference. B. The City and the District agree that the allocation of the fees for the engineering services to be provided by Burns & McDonnell pursuant to the Engineering Services Agreement and the Third Amendment Agreement shall be paid in accordance with the allocation set forth in Attachment E to the Third Amendment Agreement. IV. Subsequent Phases/Change Orders The City and the District agree that other than as set forth in Articles I, II and III above, the additional engineering and inspection services to be provided by Burns & McDonnell for the Project shall be as set forth in paragraph 8 of the Intergovernmental Agreement. Therefore, the engineering services associated with the City change order No. 1 dated March 21, 2008, relating to construction of the Project in the area of Judson College, shall be paid 100% by the City for engineering services, as well as construction costs. And further, for Phase III of the Project, the engineering and inspection services shall be shared pro rata, as set forth in paragraph 8 of the Intergovernmental Agreement, and the construction costs shall be shared pursuant to paragraph 10 of the Intergovernmental Agreement. V. Miscellaneous A. Joint Work Product. This First Addendum is and shall be deemed and construed to be the joint and collective work product of the District and the City and, as such, this First Addendum shall not be construed against either party, as the otherwise purported drafter of same,by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, in the terms or provisions contained herein. 2 B. Authority. Each party represents that it has been duly authorized by all appropriate corporate action to execute and enter into this First Addendum. C. Conflict. In the event of any conflict between the provisions of this First Addendum and any provision in the Intergovernmental Agreement, the provisions of this First Addendum shall be controlling. Any provision of the Intergovernmental Agreement not hereby modified or amended shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Addendum as of the date following their respective signatures. CITY OF ELGIN, an Illinois FOX RIVER WATER RECLAMATION municipal corporation DISTRICT, an Illinois municipal corporation By. . .�- By: Ed Schock, Mayor President Attest: Attest: h Diane Robertson, City lerk Dated: \ , 2001$ Dated: �� �-3 , 2008 3 EXHIBIT A AN INTERGOVERNMENTAL AGREEMENT REGARDING A JOINT FORCE MAIN PROJECT BETWEEN THE CITY OF ELGIN AND THE FOX RIVER WATER RECLAMATION DISTRICT THIS AGREEMENT is made and entered into by and between the FOX RIVER WATER RECLAMATION DISTRICT, a municipal corporation of Kane and Cook Counties, Illinois, a sanitary district organized pursuant to the Sanitary District Act of 1917,(70 ILCS 2405/11 et seq.),having its principal office located at Raymond Street and Purify Drive,P.O. Box 328, Elgin,Illinois, 60121-0328, (hereinafter referred to as the"District"); and The CITY OF ELGIN, an Illinois municipal corporation,having its principal office at 150 Dexter Court, Elgin, Illinois 60120-5555, (hereinafter referred to as the "City"); and WHEREAS,Article VII, Section 10 of the Constitution of the State of Illinois, 1970 authorizes units of local government, including municipalities,to enter into contracts to exercise, cornbine or transfer any power or function not prohibited to them by law or ordinance; and WHEREAS,the District and the City are units of local government within the meaning of Section 10 of Article VII of the Constitution of the State of Illinois; and WHEREAS, Illinois Compiled Statutes, Chapter 5, Section 220/1 et seq., known as the"Intergovernmental Cooperation Act,"authorizes units of local government in Illinois to exercise jointly with any other public agency within the state, including other units of local government, any power, privilege, or authority which may be exercised by a unit of local 11111,ritffl ma,"". a „y L . .:. goverrunent individually and to enter into contracts for the performance of governmental services, activities and undertakings; and WHEREAS, the District and the City are public agencies within the meaning of the Intergovernmental Cooperation Act; and WHEREAS, the District owns and operates certain sanitary sewers,treatment facilities, and related appurtenances, including sanitary sludge disposal facilities ("District Sewer Facilities"); and WHEREAS, the City owns and operates certain water mains,water treatment facilities, and related appurtenances,including lime sludge disposal facilities("City Sludge Facilities"); and WHEREAS, the City and the District have agreed that it is in their mutual best interest to share certain costs of construction of separate sludge disposal force main projects;and WHEREAS, the District and City are authorized to contract among themselves to obtain or share services, or exercise,combine, or transfer any power or function, in any manner not prohibited by law. NOW,THEREFORE, in consideration of the mutual promises and covenants contained herein, the District and the City agree as follows: l. Recitals. That the foregoing recitals are hereby incorporated into this Agreement in their entirety. 2. Project. This agreement involves the preliminary planning,design and construction of two separate pipelines or force mains,to be designed and constructed as part of one project, for the purpose of realizing significant cost savings for the parties' respective tax 2 � ^ s ` � " reg�• a- .. BOOM RM 1 07 x payers and to reduce the disruption that would be caused if the two projects were constructed at different times as separate projects. The City portion of the project involves construction of a force main to convey lime sludge from its Riverside Water Treatment Plant to its lime storage basins near Route 20 and McLean Boulevard and related construction requirements. The District portion of the project involves construction of a force main to convey sanitary sewage sludge from its North Regional Wastewater Treatment Plant to the Districts Main Plant at Raymond Street and Purify Drive. 3. Phase I. Preliminary planning for the Project has been completed by the parties and their consultants and the costs have been divided equally by the parties and will have been paid in full prior to the date of this agreement. 4. Phase II. Phase 1I of the Project involves certain engineering design services including Value Engineering, Preliminary Design services and Final Design services,to be provided by Burns &McDonnell Engineers, Company, Inc. ("BMCD") pursuant to a certain Engineering Services Agreement and a First Amendment thereto, previously or hereafter entered into between City and BMCD. District and City agree that the cost of the Phase 1I engineering design services shall be paid fifty percent(50%) by each party. City will pay BMCD invoices and submit copies to the District for reimbursement. The costs of the Phase II engineering design services are estimated not to exceed $180,000.00. In the event BMCD notifies City that engineering services exceed the estimated price, City will obtain the mutual agreement of District prior to authorizing additional engineering services and prior to obligating the District for payment of fifty percent (50%) thereof. 5. Final Design. After the completion of the Value Engineering and 3 It,No M- =— rMMMMflMWW Preliminary Report Services by BMCD, District and City staff will meet to review the final work product and determine the scope of the Phase III project and any changes to the Project shall be documented and mutually agreed to by the parties. The parties will consult with BMCD regarding any proposed changes to the scope of the project and as to recommendations for preparation of bid documents, invitations to bid,timing of the bid, whether to bid the contract as one construction job or more than one, and any other related issues. The parties shall review the estimate of probable cost and accept the reports prior to the City authorizing BMCD to proceed to complete the Final Design services. As stated.herein above, District and City shall share equally the additional costs of the Final Design services, if any, and District shall reimburse City upon receipt of copies of invoices from BMCD that have been paid by City. 6. Phase III. - Construction Bids. City will competitively bid the construction job or jobs, as determined by the parties as a result of the Phase lI engineering services or Final Design services, pursuant to the City's usual and customary practices and its enabling statute. District and City will review all bids and District will be present at the bid openings. The General Manager of the District and the City Manager of City, or their respective designees, will agree as to whether the job or jobs shall be rebid or otherwise rejected, what is the lowest responsible bid and to whom the contract(or contracts) should be awarded in writing and the City Council shall make the appropriate award,based upon the recommendation. If the City Council fails to make the awards as recommended, District shall not be obligated for cost sharing hereunder. 7. Phase III- Construction Contracts. City shall enter into contracts with the contracting parties pursuant to the bid or bids so awarded (Construction Contracts) and shall 4 �f .-. -. 1E..6u, f...... -.. 3 - � 2 4-e .. � Ev-1 S } administer the Construction Contracts in its usual and customary manner, and in a reasonable and prudent manner, at all times. 8. Phase III - Engineering and Inspection. City and District shall share the Phase III engineering and inspection services, pro rata, based upon the party's respective proportion of the costs of construction of the Construction Contracts. 9. Project Manager. District shall nominate in writing a person to act as its project manager (which may be the General Manager) for purposes of decision making and communication during the construction phase of the project (District Project Manager). City shall nominate in writing a person to act as its project manager(which may be the City Manager) for purposes of decision making and communication during the construction phase of the project (City Project Manager). The District Project Manager shall communicate any issues to the City Project Manager who shall report to the appropriate City staff, BMCD representative or contractor or subcontractor, according to the proper protocol under the construction and engineering contracts or usual practice. City staff,BMCD representatives or the contractors or subcontractors shall communicate issues to the City Project Manager who shall forward the communication to the District Project Manger for review by the District. District and City agree to cooperate with each other and work together in good faith to complete the Project in the mutual best interest of the parties. All change orders in excess of$10,000.00 shall require the written approval of both parties prior to obligating the District for payment for its share of the costs. District may at its own expense have its own designated inspector on the construction site as it may determine. 10. Phase III - Cost Sharing. City, as owner under the Construction Contracts 5 E-NOW, s ;�� 3 KIM am-- '"y wwo-�S- shall enter into the contracts and directly budget and disburse payments as they become due and payable. District will provide in each of its annual budgets, approved after the effective date of this Agreement, an amount reasonably anticipated to be required to meet its obligations for payments to the City under this Agreement. District agrees to reimburse City for fifty percent (50%) of the payments made on the Construction Contracts,relating to the joint aspects of the project, pursuant to the manner of funding and payment provided for hereinbelow. City shall make a separate accounting for amounts due from the District showing the amount paid by the City, the Districts percentage due, and the dollar amount due from District to the City. The construction costs will be reimbursed one hundred percent (100% )by the District to the City where there is a single force main or related appurtenance that is to becorne a District Sewer Facility. The construction costs will be paid one hundred percent (100%) by the City when there is a single force main or related appurtenance that is to become a City Sludge Facility, hor those sections of the project where two force mains or related appurtenances are being constructed together, the District shall reimburse the City for fifty percent(50%)of the construction costs. 11. Good Faith. The parties shall at all times act in good faith under this Agreement to further the objectives of the parties as evidenced by the terms of this Agreement. 12, Assignment. Neither the District nor City shall assign or transfer any rights under or interest in this Agreement without the written consent of the other and except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 13. Agreement/Amendment. This Agreement represents the entire 6 UPON— NEW M WM understanding and agreement between the District and City pertaining to the Project as described above and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the District and City. This agreement is and shall be deemed to construe to be a joint and collective work product of the District and the City and, as such, this Agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 14. No Waiver. Failure of the City or the District to insist upon strict and punctual performance of any terms or conditions of this Agreement shall not be construed to constitute a waiver of,or estoppel against, asserting the rights to require such performance. Neither shall a waiver nor an estoppel in one instance constitute a waiver or an estoppel with respect to a later default, whether similar or dissimilar in nature. 15. Severability. If any part of this Agreement is detennined by a court to be in conflict with statute or constitution or to be unlawful for any reason,the parties intend that the remaining provisions of this Agreement shall remain in full force and effect and be enforced to the greatest extent provided by law. 16. Law. This Agreement shall be governed by the laws of the State of Illinois and District and City will at all times comply with all applicable laws, rules, and regulations that may affect the subject matter of this Agreement or the parties hereto. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 7 ON 110.' - a ....... 17. No official, director, officer, agent or employee of the District or the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 17. Insurance. The City shall require that the contractors working on all portions of the Project shall maintain reasonable levels of liability insurance and shall name the District and the City as additionally insured parties and supply certificates thereof to City prior to commencement of work on the Project. City shall share copies of the certificates with District. 18. Audit and Access to Plans and Records. City shall maintain all books and records required of it by law relating to the subject matter of this Agreement. City shall maintain books,records, documents and other evidence directly pertinent to performance of subject matter of this Agreement consistent with generally accepted accounting standards. The District or any of its duly authorized representatives shall have access to such books, records, documents and other evidence for the purpose of inspection,audit and copying. Facilities for such access and inspection shall be provided by City. Audits conducted pursuant to this provision shall be in accordance with generally accepted auditing standards. All records shall be maintained and made available during performance of this agreement and not less than three years after final completion of the Project. In addition, those records which relate to any dispute or litigation,or the settlement of claims arising out of such performance, or costs or items to which an audit exception has been taken, shall be maintained and made available for not less than three years after the date of resolution of such appeal, litigation, claim or exception. 19. Notices Any notices required hereunder or by law shall be in writing and directed to the parties at the following addresses: 8 xK .::e• INS To District: Robert Trueblood, General Manager Fox River Water Reclamation District PO BOX 328 Elgin, IL 60121-0328 With a Copy To: Douglas J. Scheflow, District Attorney Scheflow& Rydeli 63 Douglas Avenue, Suite 200 Elgin, IL 60120 To City: Oluiemi Folarin, City Manager City of Elgin 1.50 Dexter Court Elgin, Illinois 60120 With a Copy To: William Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120 20. Authority. Both parties represent to each other that they are duly organized and validly existing and have full power and due authority to execute, deliver, and perform this Agreement in accordance with their terms. Such execution, delivery, and performance have been fully authorized by all necessary action and approved by each governmental authority or other party, and the obligations are the legal, valid, and binding obligations of each, enforceable in accordance with their terms. The District and the City have executed this Agreement as of the day of 2007. 9 ME No. -n- sm FOX RIVER WATER RECLAMATION DISTRICT,an Illinois municipal corporation By President �h Attest: Clerk State of Illinois ) ss County of Kane ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY, that , personally known to me to be the President of the FOX RIVER WATER RECLAMATION DISTRICT, an Illinois municipal corporation, and , personally known to me to be the Clerk of said corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such President, and Clerk, they signed and delivered the said instrument and caused the corporate seal of said corporation to be affixed thereto, pursuant to authority given by the Board of Trustees of said corporation, as their free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. Given under my hand and official seal, this day of -�O tjD ) 2007. � .�. _ S 'MCIAL SEF�L iU(71F: f;l, SEYLLER ';;,v aUEILIC,STATi OF ILLINOIS Notary ublic EXPIRES 2.28.2008 y 10 ye it .Ed-a T'_TY�z35. � offinompompowmPimv THE CITY OF ELGIN, an Illinois municipal corporation Mayor Attest: Jerk State of Illinois ) )ss County of Kane } 1, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY, that Ed Schock, personally knowp to meo the the Mayor of THE CITY OF ELGIN, '� ' �J�s+o�iaa Iy-known to me to be the City an Illinois municipal corporation, and '' i, p Y Y Clerk of said corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Mayor and City Clerk, they signed and delivered the said instrument and caused the corporate seal of said corporation to be affixed thereto, pursuant to authority given by the Elgin. City Council of said corporation, as their free and voluntary act, and as the free and voluntary act and deed of said corporation,for the uses and purposes therein set forth. Given under my hand and official seal, this day of ��� , 2007. Notary Public This Document Prepared By: Douglas .i. Scheflow "OFFICiA�srA� KATHRYN J. GRANZOW SCHEFLOW &RYDELL Nolary Public,Slale of Illinois MY Commission Expires 10/2/2010 63 Douglas Avenue, Suite 200 Elgin, Illinois 60120 Phone: 847-695-2800 Fax: 847-695-4547 FRwRD2 uoimFoiceMaini0A020407.wpa 11 AGREEMENT EXHIBIT B FOR ENGINEERING SERVICES FOR WASTE DISPOSAL MAIN FROM RIVERSIDE WTP TO MCLEAN LIME RESIDUE DISPOSAL FACILITY THIS AGREEMENT, is hereby made and entered into this day of //h 412 C_A/ , 2006, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and Burns & McDonnell, an Illinois Corporation (hereinafter referred to as "ENGINEER") . WHEREAS, the CITY desires to engage the ENGINEER to furnish certain professional engineering services in connection with design and construction of the Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility (hereinafter referred to as the "PROJECT") ; and WHEREAS, the ENGINEER represents that it is in compliance with Illinois Statutes relating to professional registration of individuals and' has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, it is hereby agreed between the parties hereto that the City hereby retains the engineer to act for and represent City in all engineering matters involved in the PROJECT, subject to the following terms, conditions and stipulations : I. SCOPE OF SERVICES A. ENGINEER shall perform the Services described in Attachment A, entitled "Scope of Services", which is attached hereto and incorporated herein by reference as part of this Agreement. No Supplemental Services shall be performed by the ENGINEER nor shall the CITY be responsible for the payment of any such Supplemental Services unless and until such supplemental Services are authorized in advance in writing by the CITY. B. Construction phase services described in ENGINEER' s proposal dated December 21., 2005 shall be awarded separately at the time of construction. City of Elgin,Illinois Engineering Agreement for Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility II . WORK PRODUCTS All work products prepared by the ENGINEER pursuant hereto including, but not limited to reports, designs, calculations, work drawings, studies, photographs, models and recommendations shall be the property of the CITY when ENGINEER has been compensated for services rendered and shall be delivered to the CITY upon request of the DIRECTOR provided, however, that the ENGINEER may retain copies of such work products for its records and shall have the unrestricted right to their use. Such work products are not intended or represented to be suitable for reuse by the CITY on any extension to the PROJECT or on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the ENGINEER. Notwithstanding the above, ENGINEER shall retain its rights in its standard drawing details, designs, specifications, databases, computer software and any other proprietary property. Rights to intellectual property developed, utilized, or modified in the performance of the services shall remain the property of the ENGINEER. fr III. PAYMENTS TO THE ENGINEER A. The CITY shall pay the ENGINEER for its services under this Agreement a total lump sum fee of One Hundred Sixty Seven Thousands Eight Hundred Forty Five Dollars ($167, 845. 00) regardless of the actual costs incurred by the ENGINEER unless modifications to the scope of the work are authorized in writing by the CITY. B. The CITY shall make periodic payments to the ENGINEER based upon actual progress within 30 days after receipt and approval of invoice. Said periodic payments for each task shall not be made until the task is completed and accepted by the CITY. C. Schedule of the Work ENGINEER shall perform all services provided for herein in accordance with the project schedule "Attachment B" that is attached hereto and incorporated by reference as part of this Agreement . City of Elgin,Illinois Engineering Agreement for 2 Waste Disposal Main From Rivet-side WTP to McLean Lime Residue Disposal Facility E M.1m. M- IV. INVOICES A. The ENGINEER shall submit invoices in a format approved by the CITY. Progress reports shall be included with all payment requests . B. The ENGINEER shall maintain records showing actual time devoted and cost incurred. The ENGINEER shall permit an authorized representative of the CITY to inspect and audit all data and records of the ENGINEER for work done under this Agreement . The ENGINEER shall make such records available at reasonable times during the Agreement period, and for three years after termination of this Agreement. V. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof_, the CITY may terminate this Agreement at any time upon fifteen (15) days prior written notice to the ENGINEER. In the event that this Agreement is so terminated, the ENGINEER shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that reimbursement shall. not exceed the total amounts set forth under paragraph III or IV above, whichever is less . VI. TERM Unless terminated for cause or pursuant to Article V herein, this Agreement shall terminate on the date CITY determines in writing that all of ENGINEER' S work pursuant to this Agreement is finally completed. A determination of completion shall not constitute a waiver of any rights or claims which the CITY may have or thereafter acquire with respect to any term or provision of this Agreement. City of Elgin,Illinois Engineering Agreement for 3 Waste Disposal Main From Riverside WTF to McLean Lime Residue Disposal Facility t � tv � m`�' 'e-z_ srt.'� ,.. .., .. ..,...._.. - .,..�... .......... . .Y.�-.......�,. Emsee-aam—wo—Now �: :I-aw�4,.r �;3!� ., VII . NOTICE OF CLAIM fir If the ENGINEER wishes to make a claim for additional compensation as a result of action taken by the CITY, the ENGINEER shall give written notice of its claim within fifteen (15) days after occurrence of such action. No claim for additional compensation shall be valid unless such notice is so provided. Any changes in the ENGINEER' S fee shall be valid only to the extent that such changes are agreed to and signed in writing by the CITY and the ENGINEER. Regardless of the decision of the CITY relative to a claim submitted by the ENGINEER, all work required under this Agreement as determined by the CITY shall proceed without interruption. VIII. BREACH OF CONTRACT All of the terms and provisions of this agreement are material . If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the non-breaching party shall have the right to seek such administrative, contractual or legal remedies as may be suitable to the ( violation or breach. If either party, by reason of any default, fails within fifteen (15) days after written notice thereof by non-breaching party to comply with the conditions of the Agreement, the non-breaching party may terminate this Agreement. IX. INDEMNIFICATION To the fullest extend permitted by law, ENGINEER agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorney' s fees, damages or other relief, including but not limited to worker' s compensation claims, in any way resulting from or arising out of negligent actions or omissions of the ENGINEER in connection herewith, including negligence or omissions of employees or agents of the ENGINEER arising out of the performance of this Agreement . In the event of any action against the CITY covered by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the CITY' s choosing. City of Elgin,Illinois Engineering Agreement for 4 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility �M m �I as u ' _. M M man 0 X. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. XI. INSURANCE A. Commercial Liability. The ENGINEER shall provide, pay for and maintain in effect, during the term of this Agreement, a policy of commercial general liability insurance with limits of at least $1, 000, 000 aggregate for bodily injury and $1, 000, 000 aggregate for property damage. The ENGINEER shall deliver to the CITY a Certificate of Insurance including the CITY as additional insured. Such policy shall not be modified or terminated without thirty (30) days prior written notice to the CITY. Such certificate of insurance shall include, but shall not be limited to, coverage for all contractual obligations assumed by the ENGINEER, including but not limited to, those obligations assumed pursuant to Article IX herein, entitled "Indemnification". This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY for claims arising from the negligence of the ENGINEER. There shall be no endorsement or modifications of this insurance to make it excess over other available insurance; alternatively, if the insurance states that it is excess or prorata, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. ENGINEER shall maintain Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles with limits of not less than $500, 000 per occurrence for damage to property. City of Elvin,Illinois Engineering Agreement For S Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility -t A c•' 3 �a A�.k fix„ ;.yx. .x".ffinu�,"EM .T: M r-.r?Mm C. Combined Single limit Policy. ENGINEER' S �y requirements for insurance coverage for general liability and auto exposures may be met with a combined single limit of $1, 000, 000 per occurrence subject to a $1, 000, 000 aggregate. D. Professional Liability. The ENGINEER shall carry Engineer' s professional Liability Insurance Covering claims resulting from error, omissions or negligent acts with a combined single limit of not less than $1, 000, 000 per occurrence/$3, 000, 000 aggregate. A Certificate of Insurance shall be submitted to the CITY as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the DIRECTOR. XII. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of. sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of this Agreement by the CITY. City of Elgin,Illinois Engineering Agreement for 6 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility XIII . ASSIGNMENT AND SUCCESSORS r This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. XIV. DELEGATION AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the ENGINEER shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the ENGINEER would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed subcontractor shall require the CITY' S advanced written approval . It is understood and agreed that nothing herein contained is intended or shall be construed to, in any respect, create or establish the relationship of cc-partners, joint venture or employment between the CITY and the ENGINEER, or as constituting the ENGINEER as a general representative or general agent of the CITY for any purpose whatsoever. XVI . SEVERABILITY The terms of this agreement shall be severable. The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable for any reason, all other portions of this Agreement shall remain in full force and effect . City ot'Elgin,Illinois Engineering Agreement for 7 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility XVII HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. XVIII MODIFICATION OR AMENDMENT This Agreement and its attachments constitute the sole and entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties . Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. XIX. APPLICABLE LAW This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois . Venue for the enforcement of any rights and the resolution of any and all disputes shall be in the Circuit Court of Kane County, Illinois . XX. NEWS RELEASES The ENGINEER may not issue any news releases without prior written approval from the CITY, nor may the ENGINEER make public any reports or documents developed under this Agreement without prior written approval from the CITY prior to said documentation becoming matters of public record. XXI . COOPERATION WITH OTHER CONSULTANTS The ENGINEER shall cooperate with any other consultants in the CITY' S employ or any work associated with the PROJECT. City of Elgin,Illinois Engineering Agreement for g Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility XXII . INTERFERENCE WITH PUBLIC CONTRACTING: P.A 85-1295 The ENGINEER certifies hereby that it is not barred from bidding on this contract as a result of violations of either Section 33E-3 or Section 33E-4 of the Illinois Criminal Code. XXIII . SEXUAL HARASSMENT As a condition of this contract, the ENGINEER shall have a written sexual harassment policy that includes, at a minimum, the following information: A. The illegality of sexual harassment; B. The definition of sexual harassment under state and federal law; C. A description of sexual harassment, utilizing examples; D. The vendor' s internal complaint process including penalties; E . The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights and Illinois Human Rights Commission. ! F. Directions on how to contact the department and commission; G. Protection against retaliation as provided by section 6-101 of Human Rights Act. A Copy of such policy must be provided to the Department of Human Rights upon request. P.A. 87-1257 . XXIV. PREVAILING WAGE/PAYMENT OF TAXES. The ENGINEER shall comply with the requirements of the Prevailing Wage Act (820. ILCS 130/0.01 et seq. ) The ENGINEER certifies it is not delinquent in the payment of any tax administered by. the Illinois Department of Revenue unless there is a pending proceeding contesting the tax. XXV. WRITTEN COMMUNICATIONS All recommendations and other communications by ENGINEER to the CITY and other participants which may affect cost or time of completion shall be made or confirmed in writing. The CITY may also require other City of Elgin,Illinois Engineering Agreement for 9 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility recommendations and communications by the ENGINEER be made or confirmed in writing. XXVI NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: A. As to CITY: Kyla Jacobsen Water System Superintendent City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to ENGINEER Stephen M. Linnemann Vice President Burns & McDonnell Engineering Co. 1431 Opus Place, Suite 400 Downers Grove, Illinois 60515-1164 XXVII STANDARD OF CARE FOR PROFESSIONAL SERVICES In performing the services described in this Agreement, Engineer will exercise the degree of care and skill ordinarily exercised by reputable companies performing the same or similar services in the same geographic area . XXVIII FORCE MAJEURE ENGINEER will not be responsible for any delay or failure of performance caused by fire or other casualty, labor dispute, government or military action, transportation delay, inclement weather, Act of God, act or omission of the City or its other Contractors, failure of any government authority to timely review or to approve services or to grant permits or approvals, or any other cause beyond ENGINEER'S reasonable control . City of Elgin,Illinois Engineering Agreement for 10 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility mom IN WITNESS WHEREOF, the undersigned have placed their hands and seal upon and executed this Agreement in triplicate as though each copy hereof was an original and that there are no other oral agreements that have noL been reduced to writing in this statement . For CITY: ATTEST: CITY OF ELGIN By By City Clerk I y anager For the ENGINEER: Dated this day of A. D. 2006 f�e WITNESSED: By BY (Print name) (Print Name) Officer Title (SEAL) City of Elgin,Illinois Engineering Agreement Im Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility wo—oz- me, ATTACHMENT A SCOPE OF SERVICES CITY: City of Elgin ENGINEER: Burns&McDonnell PROJECT: Waste Disposal Main From Riverside Water Treatment Plant to McLean Boulevard Lime Residue Disposal Facility. TASK 1 —Preliminary Design Task 1a: Meet with City Staff and Obtain Records 13NGINEER shall initiate a project kick- off meeting to meet with the City to establish lines of communication and to obtain available information that will assist in performing the work. As part of the kick-off meeting ENGINEER shall.identify and discuss any constraints that may exist in performing the work, other known scheduled projects or plans that might be impacted, contractor work, site restrictions and limits to the work area,scheduling of contractor deliveries and storage of materials,contract deliverables,project schedule and other issues which should he addressed in the construction documents. Prior to the meeting the ENGINEER shall submit a Request for Information to the City identifying information and data that the City may have that will assist the ENGINEER completing the work. Information requested will include,but not necessarily be limited to: lal Copies of Existing Water Facility Information 1a2 Site Layouts 1a3 City Standards for Installation of Water Mains and Appurtenances 1a4 City Utility Atlases 1a5 City Benchmark Information and Topographic Maps 1 a6 City Records of Known Areas of Potential Hazardous Impacts 1a7 Available Floodplain or Special Management Area Information 1a8 Relevant Information regarding any Preferred Routing Alignments Task 1b:Obtain Site Survey and Easement Information: Field Survey and Easement Review: Following completion of'Task 1 a,ENGINEER shall perform site survey and easement review for potential routes for the new waste disposal line. Prior to performing the survey, ENGINEER shall develop several alternative routes for consideration by the City. A meeting shall be set with the City to review preliminary routing alternatives. This will be done to minimize survey field efforts by eliminating proposed waste disposal main routes not acceptable to the City. Following completion of the alternative routing meeting with the City,ENGINEER shall perform a topographic field survey of the routing alignments being considered. The survey shall include topographic and landscaping features,as well as the location,depth, size, and materials of construction of field located utilities identified to be in potential conflict with the new waste disposal main. The survey shall establish horizontal and vertical control points and a coordinate system that can be used for future design./construction surveys. Field data shall be collected as necessary for the preparation of the construction contract documents. Available easement information shall be reviewed and preparation of easement descriptions and plats of survey shall be developed ( as required for the Project. l 1 City of Elgin,Illinois Engineering Agreement for Attachment A Page-1 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility .._ 0 Utility Coordination:As part of this task ENGINEER shall contact J.U.L.I.E and request maps of existing utilities located on and in the vicinity of the planned project site, This information shall be reviewed by the ENGINEER for potential conflicts. If needed, mitigation measures will be presented to the City in the Basis of Design Memoranda, IIydraulic Modeling:As part of this task ENGINEER shall perform hydraulic modeling of the proposed alternative routes and the piping configuration at the Riverside Water Treatment Plant. This information will be used in selection of the alternative for final design. Task 1c: Preparation of Base Drawings Upon completion of Task Ib,ENGINEER shall download data obtained from the field survey to develop base drawings for the Project. Information obtained from the utility coordination activities will be added to the base drawings, This task shall be based on field survey data and not data from GIS and aerial surveys. GIS data and aerial survey data shall be used in the development of alternative routings completed as part of Task I b. Base drawings shall be developed in plan&profile format for the new waste disposal line using AutoCAD at a scale acceptable to the City. Additional survey shall be performed, if necessary, to complete the preparation of the base drawings. 1 c1: Soil Borings and Analysis: As part of this Task 1 c,ENGINEER shall identify appropriate soil boring locations;commission the soil borings and soils analyses required for the project. This information will be used in development of a geotecllnical report that can be used in finalizing the design of the Project. Task 1d:Design Memoranda&Preliminary Designs and Plans Upon completion of Task le,ENGINEER shall develop a Basis of Design Memorandum and Preliminary Design Drawings and Plans for the Project in accordance with the City's RFP. The Basis of Design Memorandum and Preliminary Design Drawings and Plans shall be submitted to the City for review and comment. At least one meeting with the City staff will be held to discuss review comments from City personnel. City comments will be incorporated into the Basis of Design Memorandum and the Preliminary Drawings and Plans as agreed to at the meeting. The completed Basis of Design Memorandum and Preliminary Design Drawings and Plans shall used as the basis for the Final Design. TASK 2-FINAL DESIGN Task 2a–Prepare Design Documents Upon completion of Task Id,ENGINEER shall proceed with the development of Construction Bid Documents. This task shall include but not limited to; 2al Acquisition of additional survey or data required to complete the design documents.. 2a2 Development of detailed design documents including drawings and specifications. These documents shall be developed taking into consideration City procurement requirements including,but not necessarily limited to, Instructions to Bidders,Advertisement for Bid,General t ( City of Elgin,Illinois Engineering Agreement for Attachment A Page-2 Waste Disposal Main From Riverside WIT to McLean Lime Residue Disposal Facility Ila,'tN. NuM N'. �N N Emn E-E","'Em.m�Nu m I N—E-�� Conditions, Special Conditions,Bid Forms,Insurance Requirements, Performance and Payment Bonds and Contract Documents. 2a3 Design Drawings shall be developed in AutoCAD and the Project Manual (City Bidding and Contract Documents and Technical Specifications)shall be developed in MS-Word. 2a4 The design documents shall be developed in accordance with the schedule presented in Attachment B. Two sets of design documents shall be developed to allow for separate bids and awards for a Phase I Construction Project in 2007 and a Phase II Construction Project in 2008. Task 2b—Review of Drawings and Documents ENGINEER shall make submittals of the Design Documents being developed in Task 2a to the City for review and comment at the 75%,95%,and 100%stages of completion. The detailed design documents shall include,at minimum plan and profile,vertical and horizontal alignments, utility relocations,conflict avoidance,railroad underground crossing, surface restoration, including lawns,trees,and bushes,protection of existing landscaping, etc. At least one meeting with the City's staff shall be required to review the City's comments for each of the submittal stages. ENGINEER shall prepare a disposition of comments document following the City's review to document the resolution of the comments. Modifications to the design documents shall be made based on the resolution of the comments at the review meeting and following concurrence from the City regarding the disposition of comments. l Task 2c—Perform Quality Control of Design Y ENGINEER shall implement Technical Quality Assurance Program for this project. A detailed technical quality assurance review shall be performed by independent ENGINEER senior staffs that are not members of the day-to-day project team. Quality assurance comments and responses shall be made available to the City upon request. Task 2d—Discuss Design with City and Finalize Design Documents ENGINEER shall provide six sets of the 100%design documents to the City for Final Review, ENGINEER shall coordinate and participate in a meeting with the City to present and discuss the design documents. The meeting shall include presentation of the drawings,specifications and procedures developed for the Project. Any proposed revisions shall be presented to the City. Following disposition of the review comments from the meeting the design documents shall be finalized and issued for bid. Twenty Five sets of final documents for each phase shall be provided to the City for bidding purposes, Task 2e—Prepare Opinion of Probable Construction Costs ENGINEER shall submit an Engineer's Opinion of Probable Construction Cost with each design submittal included in Task 2. The cost shall be submitted in a format acceptable to the City. City or Elgin,Illinois Engineering Agreement for Attachnrent A Page-3 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility Task 2f—Assist City with Permit Applications ENGINEER shall assist the City in the preparation of permit applications to the Illinois Environmental Protection Agency,the Illinois State Division of Waterways,Kane County and any other governmental agencies that have a regulatory interest in the project, and provide other services required to secure permit approval. As part of the applications the ENGINEER shall submit complete sets of the Final Design Drawings and Specifications to applicable regulatory agencies as required. TASK 3—BIDDING SERVICES The City may bid the construction Phase I of the project in 2007,and Phase I1 of the Project may be bid in 2008. The ENGINEER shall provide the following services to the City for each of the two bid phases included in the Project. Task 3a—Assist City with Bidding Phase ENGINEER shall provide bidding assistance to the City that will include receiving bidder questions and requests for clarification,responding to questions in writing and preparation of addenda as necessary. Addenda wil I be submitted to the City for distribution to the prospective bidders. Task 3b•Assist the City with Bid Review and Contract Award ENGINEER shall attend the Bid Opening and shall assist the City in reviewing and evaluating bids and bidders to determine if the bids were submitted in accordance with the contract documents and to determine if the bidders are qualified to perform the work. Upon completion of the review and evaluation the ENGINEER shall make recommendations to the City concerning the award of the construction contracts. This 4 task shall include the development and review of bid tabs, completeness of bid submittals,and reference checks as requested by the City. The ENGINEER shall assist the City in preparation of conforming copies of contracts. Assistance shall be provided in facilitating the execution of the contracts and in the review of contract related documents provided by the successful bidder. As part of Task 3b, ENGINEER shall coordinate and participate in a pre-construction meeting with the City and the Contractor. The agenda for the pre-construction meeting shall include,but not necessarily be limited to,introduction of project personnel representing the Contractor, Engineer and the City; establishment of lines of communication, review and establishment of procedures for submittals, the project schedule and other administrative requirements for the Project. .i �y City of Elgin,Illinois Engineering Agreement for Attachment A Page-4 Waste Disposal Main From Riverside WTP to McLean Lime Residue Disposal Facility a'�,�x'`,"•�"���...���.c,'. _ ..,.a.- .__.�#�-a a:..:•. �.�'�-.-.-.� .. .,.. �> >x�`. � ,� ,:,-m�.�.:, ._. — ... �f�,�r..`...� �=.�.-. t:�f�:»�:#i�w:3 wft�'. .. -.. v,P> City of Elgin. G a.' WASTE DISPOSAL MAIN z. Project Schedule-Attachment B February 16,2006 2006 2007 1 2006 PROPOSED PROJECT TASKS Feb Mar Apr M2V Jun Jul Auu thru Od Nov Dec Jan Feb Marffiru Od Nov Dec Jan F Mar thru Od Nov Dec T Notice To Prttceac I i .I I I I I I ! I I I I fill I I 1 I I ' I I 3x Task 1 a-Meet with the City Still and Obtain Record 3G Task lb-Obrain sit,sway and E—.rd Irdarma6r Task 1c-Preparation of Base Draving ! I I I I I ! I I I ! I Task Id-Design Wnworatda 6 Preliminary Designs and Pla 2 Fnal Dednn I I I I I I I ! I I I Task 2a-Prepae Design Docvment Task 2b-R.view al th.Drovrings and Document I I I I I I I I I I I I Task 2c-Perlm a Quality Control of Desigi I I I br. Task 2d-Discuss Design eAlh City and Finalize Design Docvm.n I I I I I ! I I I I ;! Task 2e-Prepas Opinions of Probable Cnru7ucton Cos I I I I I 1 I I »R Task 21-Assist CilywithPrmitnPPIcAm I ! ! I I I ! I I I I I F-��-• .a eidd:,ecev:f.. I I I I I I I I I I ! I I I i Task 3a-Assist City with Bidding Phay I I I I I I I I I I I f Task 3b-Assist City vrith Bid Review aid Contrail Awa nom' w i. kL v i Gila.4 �r'la 1 � EXHIBIT C FIRST AMENDMENT AGREEMENT T is First endment Agreement is hereby made and entered into this A)7-�day of 2007, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "CITY"), and Burns & McDonnell Engineering Company, Inc., an Illinois corporation (hereinafter referred to as"ENGINEER"). WHEREAS, the parties hereto have previously entered into an agreement dated March 8th, 2006 (hereinafter referred to as"ORIGINAL AGREEMENT"), a copy of which is attached hereto and made a part hereof as Attachment "A", by which CITY engaged ENGINEER to perform certain engineering services related to the design of the CITY's Waste Disposal Main from Riverside Water Treatment Plant to McLean Lime Residue Disposal Facility (hereinafter referred to as "PROJECT"); and, WHEREAS, the parties hereto have each determined it to be in their best interests to further amend and modify ORIGINAL AGREEMENT pursuant to the terms and provisions of this contract amendment; and, WHEREAS, the circumstances necessitating the change in performance contemplated by this amendment were not reasonably foreseeable at the time ORIGINAL AGREEMENT was signed; the changes contemplated by this First Amendment Agreement are germane to the ORIGINAL AGREEMENT as signed; and this First Amendment Agreement is in the best interests of the CITY and is authorized by law. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: A. The above recitals are hereby incorporated into and made a part of this First Amendment Agreement. B. Section I.A of the ORIGINAL AGREEMENT is hereby amended by adding the following additional text to the end thereof: "ENGINEER shall also perform additional services for the PROJECT, to include preliminary and final design engineering services, as described in the Scope of Services attached to the First Amendment Agreement to this Engineering Services Agreement as Attachment B and incorporated herein by this reference. No Supplemental Services shall be performed by the ENGINEER nor shall the CITY be responsible for the payment of any such Supplemental Services unless and until such Supplemental Services are authorized in advance and in writing by the CITY." C. Section LB of the ORIGINAL AGREEMENT is hereby amended by adding the following additional text to the end thereof: "Construction phase services described in Attaclunent B to the First Amendment Agreement shall be awarded separately at the time of construction." First Amendment Agreement Joint Waste Disposal Main 1 �y. W-t N IN D. Section III. A of the ORIGINAL AGREEMENT is hereby amended to by adding the following text to the end thereof: "The CITY shall pay the ENGINEER for its services pursuant to Attachment B to the First Amendment Agreement an additional lump sum fee of One Hundred Fifty Eight Thousand Five Hundred Dollars ($158,500), regardless of the actual costs incurred by the ENGINEER unless modifications to the scope of the work are authorized in writing by the CITY. E. Section III is hereby amended by adding the following additional text to the end thereof as subparagraph D: "Cost allocation between the City of Elgin and the Fox River Water Reclamation District shall be presented in Attachment C to the First Amendment Agreement, incorporated herein by this reference." F. The CITY shall pay the aforementioned payment to the ENGINEER upon the following basis: Monthly invoices based upon progress reports that clearly identify services provided and their value for the month being invoiced; and a summary of all services provided and the total fee earned by the ENGINEER to date. G. The remainder of ORIGINAL AGREEMENT shall remain in full force and effect except as specifically modified herein; provided, however, that all payment provisions and service provisions of ORIGINAL AGREEMENT are superseded and replaced as provided herein. This provision shall not constitute a waiver of any rights to enforce any provisions of ORIGINAL AGREEMENT. First Amendment Agreement Joint waste Disposal Alain 2 } IN WITNESS WHEREOF, the undersigned have placed their hands and seals upon and executed this AMENDMENT in triplicate as though each copy hereof was an original and that there are no other oral agreements that have not been reduced to writing in this statement. For the CITY: ATTEST: THE qTY OF ELGIN By: By: �41 . Diane Robertson OlJZMa Marin ` City Clerk Ci (SEAL) For the ENGINEER: Dated this ag-�' day of , A.D., 2007. ATTEST: By: B : -- Y Project Manager ice President First Amendment Agreement Joint Waste Disposal Alain 3 t ATTACHMENT B SCOPE OF SERVICES Burns & McDonnell staff will work closely with the City of Elgin (City) and the Fox River Water Reclamation District (FRWRD), hereinafter referred to as the "Client", to achieve the objectives of the project. The scope of work for the project is presented in the following paragraphs: TASK I—Preliminary Design Task 1a:-Meet with Client and Obtain Records Burns&McDonnell will initiate a project kick-off meeting to meet with the Client to establish lines of communication and to obtain available information that will assist in performing the work. As part of the kick-off meeting Burns&McDonnell will identify and discuss any constraints that may exist in performing the work, other known scheduled projects or plans that might be impacted, contractor work,site restrictions and limits to the work area,scheduling of contractor deliveries and storage of materials,contract deliverables,project schedule and other issues which should be addressed in the construction documents. Prior to the meeting we will submit a Request for Information to the Client identifying information and data that the Client may have that will assist us completing the work. Information requested will include, but not necessarily be limited to: • Copies of Existing Water Facility Information • Site Layouts • Standards for Installation of Water Mains and Appurtenances • Utility Atlases • Records of Known Areas of Potential Hazardous Impacts • Relevant Information regarding any Preferred Routing Alignments Task 1 b:Obtain Site Survey and Easement Information: Field Survey and Easement Review: Following completion of Task 1 a,Burns&McDonnell will perform site survey and easement review for potential routes for the new waste disposal line from the location where it diverges from the City of Elgin waste disposal line to the FRWRD facility. Prior to performing the survey, Burns&McDonnell will develop several alternative routes for consideration by the Client. A meeting will be requested with the Client to review preliminary routing alternatives. This will be done to minimize survey field efforts by eliminating proposed waste disposal main routes not acceptable to the Client. Following completion of the alternative routing meeting with the Client,Burns&McDonnell will perform a topographic field survey of the routing alignments being considered. The survey will include topographic and landscaping features,as well as the location, depth, size, and materials of construction of field located utilities identified to be in potential conflict with the new waste disposal main. The survey will establish horizontal and vertical control points and a coordinate system that can be used for future design/construction surveys. Field data will be collected as necessary for the preparation of the construction contract documents. Available easement information will be reviewed and preparation of easement descriptions and plats of survey will be developed as required for the Proj ect. fi Utility Coordination: As part of this task Burns&McDonnell will contact J.U.L.I.E and request maps of existing utilities located on and in the vicinity of the planned project site. This information will be reviewed for potential conflicts. If needed,mitigation measures will be presented to the Client in the Basis of Design Memoranda. Hydraulic Modeling: As part of this task Burns &McDonnell will perform hydraulic modeling of the proposed alternative routes and the piping configuration at the FRWRD Water Treatment Plant. This information will be used in selection of the alternative for final design. Task 1 c:Preparation of Base Drawings Upon completion of Task lb,Burns &McDonnell will download data obtained from the field survey to develop base drawings for the Project. Information obtained from the utility coordination activities will be added to the base drawings. We believe that this task should be based on field survey data and not data from GIS and aerial surveys. GIS data and aerial survey data will be used in the development of alternative routings completed as part of Task 1 b. Base drawings will be developed in plan&profile format for the new waste disposal line using AutoCAD at a scale acceptable to the Client. Additional survey will be performed,if necessary, to complete the preparation of the base drawings. Soil Borings and Analysis: As part of this Task 1 c, Burns&McDonnell will identify appropriate soil boring locations, commission the soil borings and soils analyses required for the project. This information will be used in development of a geotechnical report that can be used in finalizing the design of the Project. Task 1d: Design Memoranda&Preliminary Designs and Plans Upon completion of Task 1 c,Burns&McDonnell will develop a Basis of Design Memorandum and Preliminary Design Drawings and Plans for the Project. The Basis of Design Memorandum and Preliminary Design Drawings and Plans will be submitted to the Client for review and comment, We anticipate that one meeting at the FRWRD Treatment Plant will be held to discuss review comments from Client personnel. Client comments will be incorporated into the Basis of Design Memorandum and the Preliminary Drawings and Plans as agreed to at the meeting. The completed Basis of Design Memorandum and Preliminary Design Drawings and Plans will used as the basis for the Final Design. TASK 2—Final Design Task 2a-Prepare Design Documents Upon completion of Task Id,Burns and McDonnell will proceed with the development of Construction Bid Documents. This task will include: • Acquisition of additional survey or data required to complete the design documents. • Development of detailed design documents including drawings and specifications. These documents will be developed taking into consideration Client procurement requirements including,but not necessarily limited to,Instructions to Bidders, Advertisement for Bid, General Conditions, Special Conditions,Bid Forms,Insurance Requirements, Performance and Payment Bonds and Contract Documents. • Design Drawings will be developed in AutoCAD and the Project Manual will be developed in MS-Word. k .k: l Based on discussion with the Client two sets of design.documents will be developed to allow for separate bids and awards for a Phase I Construction Project and a Phase II Constriction Project. Burns&McDonnell has completed several project designs for the City of Elgin and is familiar with the general format of the Project Manual required by the Client. Task 2b—Review of Drawings and Documents Burns&McDonnell will make submittals of the Design Documents being developed in Task 2a to the Client for review and comment at the 75%, 95%,and 100% stages of completion. Burns & McDonnell anticipates that one meeting at the Client's office in the City of Elgin will be required to review the comments for each of the submittal stages. Burns&McDonnell will prepare a disposition of comments document following Client review to document the resolution of the comments. Modifications to the design documents will be made based on the resolution of the comments at the review meeting and following concurrence from the Client regarding the disposition of comments, The detailed design documents will include,at a minimum,those items required in Task 2b of the RFP. Task 2c—Perform Quality Control of Design Technical Quality Control is a fundamental principle of Burns&McDonnell's six step Quality Assurance Program. Burns&McDonnell will implement its six-step Quality Assurance Program for this project. A detailed technical quality assurance review will be performed by independent Burns & McDonnell senior staff that are not members of the day-to-day project team. Quality assurance comments and responses will be made available to the Client upon request. Task 2d—Discuss Design with City and Finalize Design Documents Burns&McDonnell will provide six sets of the 100%design documents to the Client for Final Review. Burns&McDonnell will coordinate and participate in a meeting with the Client to present and discuss the design documents. The meeting will include presentation of the drawings, specifications and procedures developed for the Project. Any proposed revisions will be presented to the Client. Following disposition of the review comments from the meeting the design documents will be finalized and issued for bid. Twenty Five sets of final documents will be provided to the Client for bidding purposes. Task 2e—Prepare Opinion of Probable Construction Costs Burns &McDonnell will submit an Engineer's Opinion of Probable Construction Cost with each design submittal included in Task 2. The cost will be submitted in a format acceptable to the Client. Task 2f—Assist Client with Permit Applications Burns &McDonnell will assist the Client in the preparation of permit applications to the Illinois Environmental Protection Agency,the Illinois State Division of Waterways,Kane County and any other governmental agencies that have a regulatory interest in the project, and provide other services required to secure permit approval. As part of the applications we will submit complete sets of the Final Design Drawings and Specifications to applicable regulatory agencies as required. 1 TASK 3—Bidding Services Burns &McDonnell anticipates that Phase I and Phase II of the Project will be bid independently. We will provide the following services to the Client for each of the two bid phases included in the Project. Task 3a—Assist FRWRD with Bidding Phase Burns &McDonnell will provide bidding assistance to the Client that will include receiving bidder questions and requests for clarification,responding to questions in writing and preparation of addenda as necessary. Addenda will be submitted to the Client for distribution to the prospective bidders. Task 3b-Assist FRWRD with Bid Review and Contract Award Burns &McDonnell will attend the Bid Opening and will assist the Client in reviewing and evaluating bids and bidders to determine if the bids were submitted in accordance with the contract documents and to determine if the bidders are qualified to perform the work. Upon completion of the review and evaluation we will make recommendations to the Client concerning the award of the construction contracts. This task will include the development and review of bid tabs, completeness of bid submittals, and reference checks as requested by the Client. We will assist the Client in preparation of conforming copies of contracts. Assistance will be provided in facilitating the execution of the contracts and in the review of contract related documents provided by the successful bidder. As part of Task 3b,Burns&McDonnell will coordinate and participate in a pre-construction meeting with the Client and the Contractor. The agenda for the pre-construction meeting will include,but not necessarily be limited to,introduction of project personnel representing the Contractor,Engineer and the Client; establishment of lines of communication,review and establishment of procedures for submittals,the project schedule and other administrative requirements for the Project. E�.9 Ew ATTACE MENT C CITY OF ELGIN AND FOX RIVER WATER RECLAMATION DISTRICT WASTE DISPOSAL MAINS PROJECT ALLOCATION OF DESIGN FEE DESIGN FEE Burns & McDonnell's fee for design of the City of Elgin and Fox River Water Reclamation District Waste Disposal Mains is $326,345.00. This fee includes $167,845.00 in the original agreement between Burns & McDonnell and the City of Elgin dated March 8, 2006 and $120,000.00 for inclusion of the waste disposal main for the Fox River Water Reclamation District and $38,500 for additional bidding and contract support. The allocation of fees for the design is as follows: City of Elgin Fee: 1. Design Fee for new City of Elgin 14-inch-diameter lime sludge disposal main and in common alignment with the Fox River Water Reclamation District sludge transfer main: $52,000.00. 2. Design fee for new City of Elgin 14-inch-diameter lime sludge disposal main separate from the Fox River Water Reclamation District sludge transfer main: $93,845.00. 3.Design fee for re-bidding of project to include open cut alternatives: $19,250.00. The total design fee allocated to the City of Elgin is$165,095.00. Fox River Water Reclamation District Fee: 1. Design Fee for the Fox River Water Reclamation District sludge transfer main and the new City of Elgin 14-inch-diameter lime sludge disposal main in common aligmnent with: $52,000.00. 2. Design fee for the Fox River Water Reclamation District sludge transfer main separate from the new City of Elgin 14-inch-diameter lime sludge disposal main: $90,000.00. 3. Design fee for re-bidding of project to include open cut alternatives: $19,250.00 The total design fee allocated to the Fox River Water Reclamation District is $161,250. W.Em si�?,.:,,.0 N _ .. �."°�'.-r.,. .. s' lti dw'' ". 't• .,s d R`x: 7`c�`°-`M.: "�,..�. EXHIBIT D SECOND AMENDMENT AGREEMENT T is Second Amendment Agreement is hereby made and' entered into this1day of �� � `>Q_� , 2007, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "CITY"), and Burns & McDonnell Engineering Company, Inc., an Illinois corporation(hereinafter referred to as"ENGINEER"). WHEREAS, the parties hereto have previously entered into an agreement dated March 8th, 2006 (hereinafter referred to as "ORIGINAL AGREEMENT"), a copy of which is attached hereto and made a part hereof as Attachment "A", by which CITY engaged ENGINEER to perform certain engineering services related to the design of the CITY's Waste Disposal Main from Riverside Water Treatment Plant to McLean Lime Residue Disposal Facility (hereinafter referred to as "PROJECT"); and, WHEREAS, the parties hereto have also previously entered into an Amendment to the ORIGINAL AGREEMENT, (hereinafter referred to as "FIRST AMENDMENT"), a copy of which is attached hereto and made a part hereof as Attachment "B," which amended and modified the ORIGINAL AGREEMENT; and, WHEREAS, the professional engineering services for Phase I Design which form the basis of Phase I Services identified in the ORIGINAL AGREEMENT have been completed to the extent that Phase I Construction Phase Services are now required; and, WHEREAS, the parties hereto have each determined it to be in their best interests to further amend and modify ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT, pursuant to the terms and provisions of this Second Amendment Agreement. WHEREAS, CITY has requested ENGINEER to provide construction phase services for PROJECT; and, WHEREAS, the circumstances necessitating the change in performance contemplated by this amendment were not reasonably foreseeable at the time ORIGINAL AGREEMENT was signed; the changes contemplated by this Second Amendment Agreement are gennane to the ORIGINAL AGREEMENT as signed; and this Second Amendment Agreement is in the best interests of the CITY and is authorized by law. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: A. The above recitals are hereby incorporated into and made a part of this Second Amendment Agreement. B. SECTION I -SCOPE OF SERVICES of the ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT, is hereby amended to add the following additional text at the end of subparagraph I.A thereof: Second Amendment Agreement Joint Waste Disposal Main Project 1 •, .._• ... ... S n n e. r h �i'�/'Friµ` "The following Services are hereby authorized: PHASE I CONSTRUCTION PHASE SERVICES The ENGINEER shall perform construction phase services, including, but not limited to, project administration, for the Project as follows. PROJECT ADMINISTRATION The ENGINEER shall perform project administration services during the construction phase of the Project. By performing these services, the ENGINEER shall not have authority or responsibility to supervise, direct, or control the Contractor's work or the Contractor's means, methods, techniques, sequences or procedures of construction. The ENGINEER shall not have authority or responsibility for safety precautions and programs incident to the Contractor's work or for any failure of the Contractor to comply with laws, regulations, rules, ordinances, codes or orders applicable to the Contractor furnishing and performing the work. The CITY's current general services contract for testing laboratory services shall be utilized for any construction phase testing or laboratory services required for the project. The CITY shall be solely responsible for obtaining independent testing services for the project. Services to be performed by the ENGINEER are as follows: 1. Receive copies of the Contractor's insurance certificates and forward the certificates to the CITY for acceptance by the CITY ENGINEER's review of the insurance certificates is only for the purpose of determining if the Contractor maintains the general types and amounts of insurance required by the contract documents, and is not a legal review to determine if the Contractor's insurance coverage complies with all applicable requirements. 2. At a date and time selected by the CITY and at facilities provided by the CITY,conduct a preconstruction conference. The ENGINEER shall prepare an agenda for the conference and prepare and distribute minutes. The preconstruction conference shall include a discussion of the Contractor's schedules and scheduling requirements, procedures for transmittal and review of the Contractor's submittals, processing payment applications, critical work sequencing, change orders, record documents, and the Contractor's responsibilities for safety and first aid. 3. Review and comment on the Contractor's initial construction schedule and advise the CITY as to acceptability. The Contractor shall be solely responsible for establishing, monitoring, and providing input for revising the construction schedule including construction means, methods, techmiques, site safety, sequences and procedures used in the construction of the project. Second Amendment Agreement Joint Waste Disposal Main Project 2 4. Analyze the Contractor's construction schedule, activity sequence, and construction procedures as applicable to the CITY's ability to keep existing facilities in operation. 5. Review the Contractor's initial and updated schedule of estimated monthly payments and advise the CITY as to acceptability. 6. Review drawings and other data submitted by the Contractor as required by the construction contract documents. The ENGINEER'S review shall be for general conformity to the construction contract drawings and specifications for the Contract and shall not relieve the Contractor of any of his contractual responsibilities. Such reviews shall not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. 7. Receive and review guarantees, bonds, and certificates of inspection, tests, and approvals which are to be assembled by the Contractor in accordance with the construction contract documents, and transmit them to the CITY. 8. Interpret construction contract drawings when requested by the CITY or Contractor. If authorized by the CITY and Contractor, the ENGINEER may interpret construction contract drawings and specifications upon request by subcontractors and suppliers. 9. Review and process the Contractor's monthly payment requests, and forward to the CITY for processing. The ENGINEER's review shall be for the purpose of making a full independent mathematical check of the Contractor's payment request. The ENGINEER is responsible for verifying the quantities of work which are the basis of the payment request. 10. Provide documentation and administer the processing of change orders, including applications for extensions of construction time. Items involving any delays to the project shall be documented. Evaluate the cost and scheduling aspects of all change orders and, where necessary, negotiate with the Contractor to obtain a fair price for the work. Said negotiation shall be subject to the approval of the CITY. Work related to unusually complex or unusually numerous claims is covered under supplemental services. 11. The ENGINEER shall review value engineering change orders proposed by the Contractor. 12. Upon completion of the project, revise the construction contract drawings to conform to the construction records. Submit one electronic copy and one set of black-line prints to the CITY. 13. Act as initial negotiator on all claims of the CITY and the Contractor relating to the acceptability of the work or the interpretation of the requirements of the construction contract documents pertaining to the execution and progress of the work. Second Amendment Agreement Joint Waste Disposal Main Project 3 tw u y 2 v wait R.s' f3.. 5�r'.E:.•"; a�,..,: a _.,.... 14. Analyze data from performance testing of equipment by the Contractor or supplier(s) when the construction contract documents require the equipment to be tested after installation. Submit conclusions to the CITY. 15. Upon substantial completion, inspect the construction work and in cooperation with the C 1 TY's staff prepare a tentative listing of those items to be completed or corrected before final completion of contract. Submit results of the inspection to the CITY and Contractor. 16. Upon completion or correction of the items of work on the tentative list, conduct final inspection in cooperation with CITY's staff to determine if the work is completed. Provide written recommendations concerning final payment to the CITY, including a list of items, if any, to be completed prior to the making of such payment. 17. Collect and organize 5 sets of operations and maintenance data provided by Contractor. Each set shall be placed in separate binders and provided with a table of contents, and submitted to CITY. 18. Receive and review the consent of surety to final payment furnished by the Contractor. FULL TIME RESIDENT SERVICES DURING CONSTRUCTION The ENGINEER shall furnish a full-time Resident Project Representative (RPR) for construction of the Phase I — Joint Waste Disposal Main Project (Project). CITY staff shall observe and document construction activity during periods when the RPR is not on site. A total of 220 resident staff days averaging nine hours per day (1980 hours) are budgeted for the Project. If required and requested by the CITY, additional resident services shall be provided by the ENGINEER as a supplemental service under this Amendment. The RPR shall observe the Contractor's work and perform the services listed below when on site. The RPR shall not have responsibility for the superintendence of construction site conditions, safety, safe practices or unsafe practices or conditions, operation, equipment, or personnel other than employees of the ENGINEER. This service shall in no way relieve the Contractor of complete supervision of the work or the Contractor's obligation for complete compliance with the drawings and specifications. The Contractor shall have sole responsibility for safety and for maintaining safe practices and avoiding unsafe practices or conditions. The RPR shall review or observe the Contractor's activities or construction site conditions as they are during his on-site visits. CITY staff shall review, observe, and document activities and conditions when RPR is not on-site and report to RPR any items of concern. General services to be performed by the part-time RPR during on-site visits for the contract are as follows: SITE OBSERVATIONS AND LIAISON WITH THE CITY AND THE CONTRACTOR 1• Conduct on-site observations of the general progress of the work to assist the ENGINEER in determining if the work is proceeding in accordance with the construction contract documents. Second Amendment Agreement Joint Waste Disposal Alain Project 4 N--F-A­ -W- _ � x 2. Serve as the ENGINEER'S liaison with the Contractor, working principally through the Contractor's Superintendent, and assist the ENGINEER in providing interpretation of the construction contract documents. Transmit the ENGINEER'S clarifications and interpretations of the construction contract documents to the Contractor. 3. Consult with the CITY and the Contractor, giving opinions and suggestions based on his (Resident Project Representative's) observations regarding defects or deficiencies in the Contractor's work and relating to compliance with drawings, specifications, and design concepts. 4. Advise the ENGINEER and the Contractor or his superintendent immediately of the commencement of any work requiring a shop drawing or sample submission if the submission has not been accepted by the ENGINEER. 5. Monitor changes of apparent integrity of the sites (such as subsurface conditions, existing structures, and site-related utilities when such utilities are exposed) resulting from construction related activities. 6. Observe pertinent site conditions when the Contractor maintains that differing site conditions have been encountered, and. document actual site conditions. The review and analysis of the Contractor claims for differing site conditions are supplemental services. 7. Review the Contractor's construction sequence plans for all construction work undertaken simultaneously. Review the Contractor's proposed changes to the construction drawings. 8. Visually inspect materials, equipment, and supplies delivered to the work site. Reject materials, equipment, and supplies which do not conform to the construction contract documents. 9. Assist the CITY in coordinating on-site materials testing services during construction. Copies of testing results shall be forwarded to the CITY and Contractor for review and information. 10. Observe field tests of equipment, structures, and piping, and review the resulting reports, commenting to the CITY as appropriate. OUTSIDE LIAISON AND PUBLIC RELATIONS SERVICES 1. Accompany visiting inspectors representing public or other agencies having jurisdiction over the project. Record the results of these inspections and report to the ENGINEER and CITY. MEETINGS, REPORTS,AND DOCUMENTS REVIEW AND MAINTENANCE Second Amendment Agreement Joint waste Disposal Main Project 5 I. Attend preconstruction conference, and assist in explaining administrative procedures which will be followed during construction. 2. Prepare for and attend monthly progress meetings, and other meetings when deemed necessary, with the CITY and the Contractor to review and discuss construction procedures and progress scheduling, engineering management procedures, and other matters concerning the project. 3. Report to the ENGINEER whenever work is known to be defective or does not meet the requirements of any inspections, tests, or approval required to be made or has been damaged prior to final payment, and advise the ENGINEER when the work should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection, or approval. 4. Review applications for payment with the Contractor for compliance with the established procedure for their submission and forward them with recommendations to the ENGINEER, noting particularly their relation to the schedule of values, work completed, and materials and equipment delivered to the site but not incorporated into the work. 5. Assist CITY staff in maintaining a marked set of record drawings and specifications at the job site based on data provided by the Contractor. This information shall be combined with information maintained by the Contractor and a master set of record documents produced. ASSISTANCE IN CERTIFICATION OF SUBSTANTIAL COMPLETION 1. Before the ENGINEER issues a Certificate of Substantial Completion, assist the CITY in submitting to the Contractor a list of observed items requiring completion or correction. 2. Assist the ENGINEER in conducting final inspection in the company of the CITY and the Contractor, and prepare a final list of items to be completed or corrected. 3 Verify that all items on the final list have been completed or corrected and make recommendations to the ENGINEER concerning acceptance." C. Section III of the ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT, is hereby amended to add the following additional text relating to payments to the ENGINEER for Construction Phase Services, as subparagraph E thereof: E. Payments for Construction Phase Services 1. The CITY shall pay the ENGINEER for its services pursuant to the Second Amendment Agreement pertaining to this Agreement, on a time and materials basis, not to exceed fee of Two Hundred Sixty Thousand Four Hundred Thirty Five Dollars and Seventy-Six Cents ($260,435.76), which shall not be modified or exceeded unless authorized in writing by the CITY. A schedule of fees upon Second Amendment Agreement Joint waste Disposal Alain Project 6 which the aforementioned fee of $260,435.76 is based is attached hereto and made a part hereof as Attachment B to the Second Amendment Agreement pertaining to this Agreement. 2. The CITY shall pay the aforementioned payment to the ENGINEER upon receipt of acceptable invoices on a monthly basis identifying the services provided and their value for the month being invoiced, along with a summary of all services provided and the total fee earned by the ENGINEER to date. 3. The scheduling and performance of the work shall be initiated upon Notice to Proceed from the City through December 31, 2008. D. The ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT, shall remain in full force and effect except as specifically modified herein; provided, however, that all payment provisions and service provisions of the ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT, are superseded and replaced as provided herein. This provision shall not constitute a waiver of any rights to enforce any provisions of the ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT. Second Amendment Agreement Joint Waste Disposal Main Project 7 IN WITNESS WHEREOF, the undersigned have placed their hands and seals upon and executed this AMENDMENT in triplicate as though each copy hereof was an original and that there are no other oral agreements that have not been reduced to writing in this statement. For the CITY: ATTEST: THE C TY OF ELGIN By: By: Diane Robertson �— Olu e Folarin City Clerk City Ma ag (SEAL) For the ENGINEER: Dated this— a$O� day of , ,,�,,� ,A.D., 2007. ATTEST: By: � By: Project Manager Associate Vice Pre 'de i J Second Amendment Agreement Joint Waste Disposal Main Project 8 IBM- 0- -M- I M- EN_mo_W� _ ; -MI. nw W-L- w•c- a City of Elgin x Joint Waste Disposal Main Project Engineering Fees for Phase I Construction Services Revised September 07,2007 �� r e 1� esi3e" a lr qt S.•# � E"t �4 y},�.4 dot, r� 1z Sifechnolo 1 k ? x�oJCCt Consty .: sb �r._ ¢ncall uka ': s` , 4 y s ' � _zn 3 .e a t u�yl ra e .,F Charge M1�5 z ss Task. r p n. ;� (7)� t � 4. Construction Phase Services 4a. Review Contractor Submittals 4 32 16 $186.16 $6,254.16 4b. Provide Full Time Construction Resident Inspector 80 160 1980 $11,000.00 $0 4c. Review Contractor Pay Request Submittals 16 24 48 $219,140.00 $315-04 $9,955.04 4d. Assist with Change Orders and Project Close 8 16 32 $200 48 $6,240.48 4e. Provide Record Drawings 16 32 48 80 $600,00 $630.08 $18,846.08 4 "e Total hours 0 124 264 2124 80 0 Hourly Billing Rate $15500 S145 00 5127.00 $89.00 $87-00 ono Subtotals $0.00 $17,980.00 $33,528.00 $189,036.00 $6,960.00 $0.00 $11,600.00 $1,331.76 - r $260,435.76 ' Total Fee $260,435.76 LMi ATTACHMENT C CITY OF ELGIN AND FOX RIVER WATER RECLAMATION DISTRICT JOINT WASTE DISPOSAL MAIN PROJECT ALLOCATION OF PHASE I CONSTRUCTION SERVICES CONSTRUCTION SERVICES The fee for Phase I Construction Services included in Amendment 2 is for the Joint Waste Disposal Main Project for the City of Elgin and Fox River Water Reclamation District Waste Disposal Mains is $260,435.76. The allocation of fees for the design is as follows: City of Elgin Fee: 1. Phase 1.Construction Services Fee for$130,217.88. Fox River Water Reclamation District Fee: 1.Phase I Construction Services Fee for$130,217.88.. 4 THIRD AMENDMENT AGREEMENT This Third Amendment Agreement is hereby made and entered into this day of , 2008, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "CITY"), and Burns & McDonnell Engineering Company, Inc., an Illinois corporation(hereinafter referred to as "ENGINEER"). WHEREAS, the parties hereto have previously entered into an agreement dated March 8th, 2006 (hereinafter referred to as "ORIGINAL AGREEMENT"), a copy of which is attached hereto and made a part hereof as Attachment "A", by which CITY engaged ENGINEER to perform certain engineering services related to the design of the CITY's Waste Disposal Main from Riverside Water Treatment Plant to McLean Lime Residue Disposal Facility (hereinafter referred to as "PROJECT"); and, WHEREAS, the parties hereto have also previously entered into an Amendment to the ORIGINAL AGREEMENT, (hereinafter referred to as "FIRST AMENDMENT"), a copy of which is attached hereto and made a part hereof as Attachment "B," which amended and modified the ORIGINAL AGREEMENT, by which CITY engaged ENGINEER to perform additional engineering services related to the design of the PROJECT in order to separate said PROJECT into two separate phases; and, WHEREAS, the parties hereto have also previously entered into an Amendment to the ORGINAL AGREEMENT, (hereinafter referred to as "SECOND AMENDMENT"), a copy of which is attached hereto and made a part hereof as Attachment "C," which amended and modified the ORIGINAL AGREEMENT, by which CITY engaged ENGINEER to perform construction phase services for Phase I of the PROJECT; and, WHEREAS, the professional engineering services for Phase iI Design which form the basis of Phase II Services identified in the ORIGINAL AGREEMENT have been completed to the extent that Phase II Construction Phase Services are now required; and, WHEREAS, the parties hereto have each determined it to be in their best interests to further amend and modify ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT and SECOND AMENDMENT, pursuant to the terms and provisions of this Third Amendment Agreement. WHEREAS, CITY has requested ENGINEER to provide construction phase services for Phase II of the PROJECT; and, WHEREAS, the circumstances necessitating the change in performance contemplated by this amendment were not reasonably foreseeable at the time ORIGINAL AGREEMENT was signed; the changes contemplated by this Third Amendment Agreement are germane to the ORIGINAL AGREEMENT as signed; and this Third Amendment Agreement is in the best interests of the CITY and is authorized by law. Third Amendment Agreement Joint Waste Disposal Main Project 1 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: A. The above recitals are hereby incorporated into and made a part of this Third Amendment Agreement. B. SECTION I -SCOPE OF SERVICES of the ORIGINAL. AGREEMENT, as modified by the FIRST AMENDMENT and SECOND AMENDMENT, is hereby amended to add the following additional text at the end of subparagraph I.A thereof: The following Services are hereby authorized: PHASE II CONSTRUCTION PHASE SERVICES The ENGINEER shall perform construction phase services, including, but not limited to, project administration, for the Project as follows. PROJECT ADMINISTRATION The ENGINEER shall perform project administration services during the construction phase of the Project. By performing these services, the ENGINEER shall not have authority or responsibility to supervise, direct, or control the Contractor's work or the Contractor's means, methods, techniques, sequences or procedures of construction. The ENGINEER shall not have authority or responsibility for safety precautions and programs incident to the Contractor's work or for any failure of the Contractor to comply with laws, regulations, rules, ordinances, codes or orders applicable to the Contractor furnishing and performing the work. The CITY's current general services contract for testing laboratory services shall be utilized for any construction phase testing or laboratory services required for the project. The CITY shall be solely responsible for obtaining independent testing services for the project. Services to be performed by the ENGINEER are as follows: 1. Receive copies of the Contractor's insurance certificates and forward the certificates to the CITY for acceptance. Review of the insurance certificates, by ENGINEER, is only for the purpose of determining if the Contractor maintains the general types and amounts of insurance required by the contract documents, and is not a legal review to determine if the Contractor's insurance coverage complies with all applicable requirements. 2. At a date and time selected by the CITY and at facilities provided by the CITY, conduct a preconstruction conference. The ENGINEER shall prepare an agenda for the conference and prepare and distribute minutes. The preconstruction conference shall include a discussion of the Contractor's schedules and scheduling requirements, procedures for transmittal and review of the Contractor's submittals, processing payment applications, Third Amendment Agreement Joint waste Disposal Main Project 2 critical work sequencing, change orders, record documents, and the Contractor's responsibilities for safety and first aid. 3. Review and comment on the Contractor's initial construction schedule and advise the CITY as to acceptability. The Contractor shall be solely responsible for establishing, monitoring, and providing input for revising the construction schedule including construction means, methods, techniques, site safety, sequences and procedures used in the construction of the project. 4. Analyze the Contractor's construction schedule, activity sequence, and construction procedures as applicable to the CITY's ability to keep existing facilities in operation. 5. Review the Contractor's initial and updated schedule of estimated monthly payments and advise the CITY as to acceptability. 6. Review drawings and other data submitted by the Contractor as required by the construction contract documents. The ENGINEER's review shall be for general conformity to the construction contract drawings and specifications for the Contract and shall not relieve the Contractor of any of his contractual responsibilities. Such reviews shall not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. 7. Receive and review guarantees, bonds, certificates of inspection, tests, and approvals which are to be assembled by the Contractor in accordance with the construction contract documents,and transmit them to the CITY. S. Interpret construction contract drawings when requested by the CITY or Contractor. If authorized by the CITY and Contractor, the ENGINEER may interpret construction contract drawings and specifications upon request by subcontractors and suppliers. 9. Review and process the Contractor's monthly payment requests, and forward to the CITY for processing. The ENGINEER's review shall be for the purpose of making a full independent mathematical check of the Contractor's payment request. The ENGINEER is responsible for verifying the quantities of work which are the basis of the payment request. 10. Provide documentation and administer the processing of change orders, including applications for extensions of construction time. Items involving any delays to the project shall be documented. Evaluate the cost and scheduling aspects of all change orders and, where necessary, negotiate with the Contractor to obtain a fair price for the work. Said negotiation shall be subject to the approval of the CITY. Work related to unusually complex or unusually numerous claims is covered under supplemental services. 11. The ENGINEER shall review value engineering change orders proposed by the Contractor. Third Amendment Agreement Joint Waste Disposal Main Project 3 12. Upon completion of the project, revise the construction contract drawings to conform to the construction records. Submit one electronic copy and one set of black-line prints to the CITY. 13. Act as initial negotiator on all claims of the CITY and the Contractor relating to the acceptability of the work or the interpretation of the requirements of the construction contract documents pertaining to the execution and progress of the work. 14. Analyze data from performance testing of equipment by the Contractor or supplier(s) when the construction contract documents require the equipment to be tested after installation. Submit conclusions to the CITY. 15. Upon substantial completion, inspect the construction work and in cooperation with the C 1TY's staff prepare a tentative listing of those items to be completed or corrected before final completion of contract. Submit results of the inspection to the CITY and Contractor. 16. Upon completion or correction of the items of work on the tentative list, conduct final inspection in cooperation with CITY's staff to determine if the work is completed. Provide written recommendations concerning final payment to the CITY, including a list of items, if any, to be completed prior to the making of such payment. 17. Collect and organize 5 sets of operations and maintenance data provided by Contractor. Each set shall be placed in separate binders and provided with a table of contents, and submitted to CITY. 18. Receive and review the consent of surety to final payment furnished by the Contractor. FULL TIME RESIDENT SERVICES DURING CONSTRUCTION The ENGINEER shall furnish a full-time Resident Project Representative (RPR) for construction of the Phase II — Joint Waste Disposal Main Project (Project). CITY staff shall observe and document construction activity during periods when the RPR is not on site. A total of 216 resident staff days averaging nine hours per day (1,944 hours) are budgeted for the Project. If required and requested by the CITY, additional resident services shall be provided by the ENGINEER as a supplemental service under this Amendment. The RPR shall observe the Contractor's work and perform the services listed below when on site. The RPR shall not have responsibility for the superintendence of construction site conditions, safety, safe or unsafe practices or conditions, operation, equipment, or personnel other than employees of the ENGINEER. This service shall in no way relieve the Contractor of complete supervision of the work or the Contractor's obligation for complete compliance with the drawings and specifications. The Contractor shall have sole responsibility for safety and for maintaining safe practices and avoiding unsafe practices or conditions. The RPR shall review or observe the Contractor's activities or construction site conditions as they are during his on-site visits. CITY staff shall review, observe, and document activities and Third Amendment Agreement Joint Waste Disposal Alain Project 4 conditions when RPR is not on-site and report to RPR any items of concern. General services to be performed by the part-time RPR during on-site visits for the contract are as follows: SITE OBSERVATIONS AND LIAISON WITH THE CITY AND THE CONTRACTOR 1. Conduct on-site observations of the general progress of the work to assist the ENGINEER in determining if the work is proceeding in accordance with the construction contract documents. 2. Serve as the ENGINEER's liaison with the Contractor, working principally through the Contractor's Superintendent, and assist the ENGINEER in providing interpretation of the construction contract documents. Transmit the ENGINEER's clarifications and interpretations of the construction contract documents to the Contractor. 3. Consult with the CITY and the Contractor, giving opinions and suggestions based on his (Resident Project Representative's) observations regarding defects or deficiencies in the Contractor's work and relating to compliance with drawings, specifications, and design concepts. 4. Advise the ENGINEER and the Contractor or his superintendent immediately of the commencement of any work requiring a shop drawing or sample submission if the submission has not been accepted by the ENGINEER. 5. Monitor changes of apparent integrity of the sites (such as subsurface conditions, existing structures, and site-related utilities when such utilities are exposed) resulting from construction related activities. 6. Observe pertinent site conditions when the Contractor maintains that differing site conditions have been encountered, and document actual site conditions. The review and analysis of the Contractor claims for differing site conditions are supplemental services. 7. Review the Contractor's construction sequence plans for all constriction work undertaken simultaneously. Review the Contractor's proposed changes to the construction drawings. 8. Visually inspect materials, equipment, and supplies delivered to the work site. Reject materials, equipment, and supplies which do not conform to the construction contract documents. 9. Assist the CITY in coordinating on-site materials testing services during construction. Copies of testing results shall be forwarded to the CITY and Contractor for review and information. 10. Observe field tests of equipment, structures, and piping, and review the resulting reports, commenting to the CITY as appropriate. Third Amendment Agreement Joint Waste Disposal Main Project 5 OUTSIDE LIAISON AND PUBLIC RELATIONS SERVICES 1. Accompany visiting inspectors representing public or other agencies having jurisdiction over the project. Record the results of these inspections and report to the ENGINEER and CITY. MEETINGS, REPORTS, AND DOCUMENTS REVIEW AND MAINTENANCE 1. Attend preconstruction conference, and assist in explaining administrative procedures which will be followed during construction. 2. Prepare for and attend monthly progress meetings, and other meetings when deemed necessary, with the CITY and the Contractor to review and discuss construction procedures and progress scheduling, engineering management procedures, and other matters concerning the project. 3. Report to the ENGINEER whenever work is known to be defective or does not meet the requirements of any inspections, tests, or approval required to be made or has been damaged prior to final payment, and advise the ENGINEER when the work should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection, or approval. 4. Review applications for payment with the Contractor for compliance with the established procedure for their submission and forward them with recommendations to the ENGINEER, noting particularly their relation to the schedule of values, work completed, and materials and equipment delivered to the site but not incorporated into the work. 5. Assist CITY staff in maintaining a marked set of record drawings and specifications at the job site based on data provided by the Contractor. This information shall be combined with information maintained by the Contractor and a master set of record documents produced. ASSISTANCE IN CERTIFICATION OF SUBSTANTIAL COMPLETION 1. Before the ENGINEER issues a Certificate of Substantial Completion, assist the CITY in submitting to the Contractor a list of observed items requiring completion or correction. 2. Assist the ENGINEER in conducting final inspection in the company of the CITY and the Contractor, and prepare a final list of items to be completed or corrected. 3 Verify that all items on the final list have been completed or corrected and make recommendations to the ENGINEER concerning acceptance. C. Section III of the ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT and SECOND AMENDMENT, is hereby amended to add the following additional text Third Amendment Agreement Joint waste Disposal Main Project 6 relating to payments to the ENGINEER for Construction Phase Services, as subparagraph E thereof: E. Pavments for Construction Phase Services 1. The CITY shall pay the ENGINEER for its services pursuant to the Third Amendment Agreement pertaining to this Agreement, on a time and materials basis, not to exceed fee of Two Hundred Fifty-Nine Thousand Five Hundred Eighty-One Dollars and Forty-Four Cents ($259,581.44), which shall not be modified or exceeded unless authorized in writing by the CITY. A schedule of fees upon which the aforementioned fee of $259,581.44 is based is attached hereto and made a part hereof as Attachment D to the Third Amendment Agreement pertaining to this Agreement. 2. The CITY shall pay the aforementioned payment to the ENGINEER upon receipt of acceptable invoices on a monthly basis identifying the services provided and their value for the month being invoiced, along with a summary of all services provided and the total fee earned by the ENGINEER to date. 3. The scheduling and performance of the work shall be initiated upon Notice to Proceed from the City through December 31, 2008. D. The ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT and SECOND AMENDMENT, shall remain in full force and effect except as specifically modified herein; provided, however, that all payment provisions and service provisions of the ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT and SECOND AMENDMENT, are superseded and replaced as provided herein. This provision shall not constitute a waiver of any rights to enforce any provisions of the ORIGINAL AGREEMENT, as modified by the FIRST AMENDMENT and SECOND AMENDMENT. Third Amendment Agreement Joint waste Disposal Main Project 7 IN WITNESS WHEREOF, the undersigned have placed their hands and seals upon and executed this AMENDMENT in triplicate as though each copy hereof was an original and that there are no other oral agreements that have not been reduced to writing in this statement. For the CITY: ATTEST: THE CITY OF ELGIN By: By: Diane Robertson Olufemi Folarin City Clerk City Manager (SEAL) For the ENGINEER: Dated this 1—r49 day of , A.D., 2008. ATTEST: By: By: Project Manager Associate Vice President Third Amendment Agreement Joint Waste Disposal Slain Project 8 Attachement D City of Elgin Joint Waste Disposal Main Project Engineering Fees for Phase 11 Construction Services July 3,2008 Resident; Survey General Technology Principal Prolectr� 1 Cont. Engineer, Senior-CA -'Support 'E:penes Charge :.., , Task - Manager,. 'Manager ,fo Inpector Task Descri tion tip t4) 13 {il) (9) ) Total. a.Construction Phase Services 4a.Review Contractor Submittals 4 16 571 60 52,315.60 4b.Provide Full Time Construction Resident Inspector 60 1944 135 $11,000.00 SO.00 5229,706.00 4c.Review Contractor Pay Request Submittals 16 48 S»9 12 $7,541 12 4d.Assist with Change Orders and Project Close 8 32 $143.20 $4,631 20 4e.Provide Record Drawings 16 48 80 5600.00 S515 52 515,387 52 Total hours 0 104 0 1088 80 135 Hourly Billing Rate $155.00 $145.00 1UL29 $104.0 0 87 00 58.00 subtotals 50,00 S11,080.00 SO.011 5217,152.110 56,960.00 S7,830.00 $11,600.00 5959.44 5259,581.44 ITotal Fee $239�gS1_{� B I McDonnell ATTACHMENT E CITY OF ELGIN AND FOX RIVER WATER RECLAMATION DISTRICT JOINT WASTE DISPOSAL MAIN PROJECT ALLOCATION OF PHASE I CONSTRUCTION SERVICES CONSTRUCTION SERVICES The fee for Phase II Construction Services included in Amendment 3 is for the Joint Waste Disposal Main Project for the City of Elgin and Fox River Water Reclamation District Waste Disposal Mains is $259,581.44. The allocation of fees for this work can only be estimated at this time because certain portions of the project are specific to only the City of Elgin and only the Fox River Water Reclamation District. Burns & McDonnell will keep daily records of its field time to appropriately allocate finding between both parties. Estimated City of Elgin Fee: 1. Phase I1 Construction Services Fee for$216,075.52. Estimated Fox River Water Reclamation District Fee: 1. Phase I1 Construction Services Fee for$43,505.92. • City of Elgin Agenda Item No. ��n S/'�✓� ed �✓y "' lsfr : b U fD be si4nalt March 12, 2009 Cm'"Iro r/rS TO: Mayor and Members of the City Council FROM: Olufemi Folarin, City Manager Kyla Jacobsen, Water System Superintendent SUBJECT: First and Second Addendums to the Intergovernmental Agreement with Fox River Water Reclamation District for the Lime Waste Disposal Main Project. PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider executing the First and Second Addendums to the previously signed agreement with the Fox River Water Reclamation District (FRWRD) for the joint venture to construct the additional Lime Waste Disposal Main for the Water Department. RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute the First and Second Addendums to the Intergovernmental Agreement with FRWRD. BACKGROUND The City of Elgin had budgeted to design and construct a redundant line to pump the Lime Waste from the Riverside Water Treatment Plant (WTP) to South McLean Boulevard Lime Disposal Facility. There are six individual cells at the lagoon site, all of which are in a continual rotation of filling, drying and emptying. During the early stages of engineering for the City's new Lime Waste Disposal Main, the Water Department staff was approached by FRWRD staff indicating that the district was interested in constructing a similar disposal main to transfer residuals from their north plant to their main plant, rather than trucking the material as is done now. An agreement with FRWRD was authorized by the City Council at the June 13, 2007 meeting. The First and Second Amendments to the IGA are necessary to reflect amendments to the engineering agreement that were previously approved and to account for Metra and Union Pacific easements. A copy of the First and Second Addendums are attached to this memorandum. Addendums to the Agreement with FRWRD for the Lime Waste Disposal Main Project March 12, 2009 Page 2 COMMUNITY GROUPSANTERESTED PERSONS CONTACTED None �FINANCIAL IMPACT The proposed amendment to the intergovernmental agreement with FRWRD provides the opportunity for the City of Elgin and FRWRD to share costs where applicable. The Lime Waste Disposal Project -number 409691- totals $6.46 million and is being funded by impact fees (Water Development Fund) and the water portion of two General Obligation Bond funds. Currently $1,542,699 has been received from FRWRD towards shared expenses. Phase I is currently under construction. EGAL IMPACT None ALTERNATIVES 1. The City Council may choose to authorize execution of the First and Second Addendums to the Intergovernmental Agreement. 2. The City Council may choose not to authorize execution of the First and Second Addendums to the Intergovernmental Agreement. Respectfully submitted for Council consideration. PLB/KBJ Attachment t City of Elgin Memorandum Date: April 17, 2009 To: Kyla Jacobsen, Water System Superintendent From: Jennifer Quinton, Deputy City Clerk Subject: Resolution Nos. 09-86, Adopted at the April 8, 2009, Council Meeting Enclosed you will find the agreement listed below. Please distribute to the appropriate parties and if needed, retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • First Addendum to the Intergovernmental Agreement with the Fox River Water Reclamation District (FRWRD) for the Lime Waste Disposal Main Project