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HomeMy WebLinkAbout07-162 Resolutibn No. 07-162 RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT WITH THE FOX RIVER WATER RECLAMATION DISTRICT REGARDING A JOINT FORCE MAIN PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Ed Schock, Mayor and Diane Robertson, City Clerk, be and are hereby authorized and directed to execute an Intergovernmental Agreement with the Fox River Water Reclamation District regarding a joint force main project, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock,"Mayor Presented: June 27, 2007 Adopted: June 27, 2007 Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk I 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, combine 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 government 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: 1. 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 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 11. Phase 11 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 I1 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 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 II 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 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 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 become 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. For 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 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 determined 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 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 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 & Rydell 63 Douglas Avenue, Suite 200 Elgin, IL 60120 To City: Olufemi Folarin, City Manager City of Elgin 150 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 FOX RIVER WATER RECLAMATION DISTRICT, an Illinois municipal corporation By President 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 3Aday of , 2007. J CIFFICIAL SEAL jUDI i1. SEYLLER I"A tv au©uc,STATE t3F tLLIN0IS Notary ublic '(IMMISSION EXPIRES 2.20.2009 10 l� THE CITY OF ELGIN, an Illinois municipal corporation By Mayor Attest: Cler 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 Ed Schock, personally known to me to be the Mayor of THE CITY OF ELGIN, an Illinois municipal corporation, and Dolonna Mecuum, personally known to me to be the City 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 1 , 2007. Notary Public "OFFICIAL SEAL" KATHRYN J. GRANZOW This Document Prepared By: M Notary Public,state of Illinois My commission Expires 10/2/2010 Douglas J. Scheflow SCHEFLOW & RYDELL 63 Douglas Avenue, Suite 200 Elgin, Illinois 60120 Phone: 847-695-2800 Fax: 847-6954547 FRWRD2vointFbrceMainlcA020407.wpd 11