Loading...
HomeMy WebLinkAbout21-155 Resolution No. 21-155 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH STEWART SPREADING, INC. FOR THE REMOVAL AND DISPOSAL OF WATER TREATMENT LIME RESIDUALS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Richard G.Kozal,City Manager,and Kimberly A.Dewis,City Clerk,be and are hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin with Stewart Spreading, Inc., for the removal and disposal of water treatment lime residuals, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: October 27, 2021 Adopted: October 27, 2021 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 27th day of October ,2021, by and between the City of Elgin, Illinois. a municipal corporation (hereinafter referred to as "City") and Stewart Spreading, Inc., (hereinafter referred to as "Stewart" or"Seller"). NOW, THEREFORE, for and 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: 1. PURCHASE. City shall purchase, and Stewart shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A, pages 3-5 of this agreement. 3. LAWNENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Stewart hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and Stewart agrees that service by first class U.S. mail to 105 Main Street, P.O. Box 685, Morris, Illinois 60450 shall constitute effective service. Both parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this agreement,except in writing and executed with the same formalities as the original. 5. MERGER. This agreement embodies the whole agreement of the parties. There are no promises,terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal,written or implied between the parties hereto. 6. INTEREST. Stewart hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this agreement. 7. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, Stewart shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to. any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Stewart hereby certifies, represents and warrants to the City that all of Stewart's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. Stewart shall also,at its expense,secure all permits and licenses, pay all charges and fees,and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of Stewart to determine Stewart's compliance with the provisions of this section. In the event the City proceeds with such an audit, Stewart shall make available to the City Stewart's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 10. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto,the terms and provisions of this purchase agreement shall control. 11. TERM. This Agreement shall terminate December 31, 2022. 12. PAYMENT. City shall pay Stewart a total amount not to exceed $4,130,000 for work performed during the term of this Agreement including an amount not to exceed $1.480.000 for work performed between the date of this Agreement and December 31, 2021. 13. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential. special or punitive damages,or any damages resulting from loss of profit. 14. INDEMNIFICATION. To the fullest extent permitted by law,Stewart shall indemnify,defend and hold harmless the City, its officers, employees, boards and commissions, from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Stewart or Stewart's officers, employees,agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees,agents,boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 15. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. STEWART SPREADING, INC. CITY OF ELGIN Mic Ile L. ew • 'L.%) Pri Name ichard . K a, City ' an.ger Attest: Signature City Cler President& Secretary Title F:\Legal Dept\Agreement\Stewart Spreading Purchase Agr-Lime Residue Removal-10-4-21.docx 7 ATTACHMENT A • McLean Lagoons - Site Specific Proposed Plan - Lime removed and land applied from South McLean Boulevard Lagoons and the McLean temporary storage lagoon for Airlite Lime unit rate shall be per Dry Ton, based on paying prevailing wages at the McClean Lagoons site, including lagoon work and loading of trucks. This price and proposal are based on the estimate of 28,000 dry tons per year up to 35,000 dry tons per year. Approximately 20,000 dry tons from the lagoons near South McClean Boulevard and 8,000 dry tons of lime residuals from the Airlite Water Treatment Plant. These are approximate quantities, and adjustment may be necessary for the volume of transfer from Airlite and the drying bed capacities for each of the respective plant materials. No work exceeding such quantities as described above shall be performed without the prior written approval of the City. • Airlite- Water Treatment Plant Proposed Plan - Lime removed from Airlite lagoons and transported to the McLean temporary storage lagoons. Unit rate shall be per gallon, based on paying prevailing wages for work performed at the Airlite lagoons including transportation to the McLean temporary lagoon. • No minimum shall be in effect for the calendar of 2021. For the year 2021,notwithstanding anything to the contrary provided for herein, City shall not pay to Stewart an amount in excess of $1,480,000 for work performed through the end of 2021. • For all work performed during the term of this Agreement; namely, through December 31, 2022, the City shall pay Stewart an amount not to exceed$4,130,000. • The fiscal year of the City is the 12-month period ending December 31. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year the term of the Agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized, then the Agreement shall terminate as of the last day of the preceding fiscal year,or when such appropriated and authorized funds are exhausted,whichever is later, without liability to the City for damages,penalties or other charges on account of such termination. Stewart Spreading, Inc. will be responsible for: • Stewart Spreading, Inc. will provide all equipment, materials, tools, vehicles, labor and technical expertise necessary to dewater lime residuals in place, remove, load, transport and dispose of the McLean and Airlite water treatment plants lime residues in a safe and acceptable manner. • Stewart Spreading, Inc. will have forces mobilized and ready to perform work for the City of Elgin for two to three hauling evolutions per year based on the storage needs of the plant and agricultural timelines. The lime will be continuously worked throughout the year,according to the plan described in the proposal McClean Lagoon site specific plan, in order to ensure proper drying ahead of hauling and land application. Methods/results will be constantly analyzed and adjusted in order to obtain maximum efficiency. • Before operations begin,notifications are provided to each neighbor adjacent to the application sites. All public relations activities will be documented in our monthly report and provided to the City of Elgin. • At the time of the execution of the contract, Stewart Spreading shall deposit with the City of Elgin a Surety Performance Bond for the full amount of the first year of the contract, with an additional such bond for each subsequent contracting year at the time of execution of each year's contract, which is based on 28,000 dry tons of material.The bond and the surety shall be in a form acceptable to the city. • Transportation Equipment and Employees in good standing with the US Department of Transportation and the Illinois Commerce Commission; 3 • Environmental Impairment/Pollution and Commercial Liability Insurances, Certificates naming City of Elgin as additional insured. Insurance certificate shall name the City of Elgin as additional insured. • Providing current Illinois EPA Sludge Haulers Permit; • Assisting the City of Elgin in obtaining a renewal of Illinois EPA Permit for Land Application of Sludge Lime as needed: • Compliance with the all IL EPA requirements listed on the land application permit for the City of Elgin, IL; • Locating and approving suitable land application sites, consultation with and assistance to farmers, including all follow-up reporting to the end users (farmers), obtaining signed EPA user sheets as necessary and all incidental agronomic services; • Mobilization of all equipment needed for project, to and from the City's site for safety conscious operations; • Prevailing wage labor as specified by the City of Elgin as follows; o Airlite lagoon work and transportation of lime to the McClean temporary lagoons shall be based on prevailing wages. o McClean lagoon work including loading of lime residuals into trailers for agricultural re- use shall be based on prevailing wages. • Land application of lime residue in accordance with all applicable federal, state and local regulations and with good agronomic management practices; • Providing copies of all pertinent records and EPA paperwork to City of Elgin; • Providing properly documented, monthly invoices; • Providing summary reports, operating reports and documentation of loads removed on a daily and weekly basis; • Stewart Spreading shall provide the city of Elgin with a certified truck scale at the South McLean Lagoons that is able to produce a daily report for hauling including truck tare weight. gross weight and net weight for every load that is taken from either site. The daily report from the scale shall be sent to the city of Elgin.The scale shall be certified on the recommended schedule by the manufacturer and at any time requested by the city of Elgin. • Price encompasses complete and professional residuals management services and all related incidental costs. The City of Elgin shall be responsible for: • Providing a full analysis of sludge lime, in accordance with parameters as required by Illinois EPA Sludge Regulations Part 391. (Stewart Spreading agronomist can assist with testing procedures and parameters if so desired); • Full and timely cooperation in signing prepared applications for Illinois EPA Land Application Permit for Lime, paying permit fees,and provide other required forms as necessary; • Providing Stewart Spreading exclusive access to sludge lime drying beds. • Lime shall be free of debris or other contamination which would make it unsuitable for agricultural use; • Certification that all lime provided to Stewart Spreading meets US and Illinois EPA criteria for land application, at the time it is received by Stewart Spreading; • Communication of desired scheduling parameters and other considerations set forth by City's project manager; • Paying properly documented invoices within 45 days of the receipt of invoice. 4 Certified Truck Scale: Stewart Spreading shall provide the City of Elgin with a certified truck scale at the South McLean Lagoons that is able to produce weight tickets that include tare,gross and net weights from each load that is taken from the either site. A daily report from the scale shall be sent to the city of Elgin. The scale shall be certified on the recommended schedule by the manufacturer and at any time requested by the city of Elgin. Stewart Spreading may consider the option of providing a second scale at the Airlite Water Treatment plant if this is more cost effective than the transportation expenses to the South McLean lagoons. All material leaving the lagoons will be weighed and sampled as required by the contract. Notes: The scale shall be valued at$120,000.00 and be pro-rated over 10-years. if Stewart Spreading does not provide lime removal contract services for 10-years, reimbursement of($12,000 per year) for the remaining years shall be by the City of Elgin or their contractor. Scale shall be the same model or comparable to the enclosed literature provided in the RFP response. Contract Rates • Airlite - Water Treatment Plant Proposed Plan - $0.066 (Six point six cents) per gallon transferred from the Airlite lagoons to the McLean temporary lagoon. o Note: Until the scale is installed at the McClean lagoon site, gallons per load will be mutually agreed upon in writing for invoicing purposes. • McLean Lagoons - Proposed Plan- $80.55 (Eighty Dollars and Fifty-Five Cents)per Dry Ton for Lime removed and land applied from South McLean Boulevard Lagoons and the McLean temporary storage lagoon for Airlite Lime. • Annual price increase/adjustments will be based on the published Consumer Price Index,(C.P.I.)on January 1 of each year. • Contract may be extended upon mutual agreement with annual price increase/adjustments will be based on the published Consumer Price Index, (C.P.I.)on January 1 of each year. 5