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HomeMy WebLinkAbout22-194 Resolution No. 22-194 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH WUNDERLICH-MALEC SERVICES, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE UPGRADE TO AIRLITE WATER TREATMENT PLANT PROGRAMMABLE LOGIC CONTROLLERS PLC04 AND PLC22 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER 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 an Agreement on behalf of the City of Elgin with Wunderlich-Malec Services, Inc., for professional services in connection with the upgrade to Airlite Water Treatment Plan programmable logic controllers PLC04 and PLC22, a copy of which is attached hereto and made a part hereof by reference. _ s/David J. Kaptain David J. Kaptain, Mayor Presented: November 2, 2022 Adopted: November 2, 2022 Omnibus Vote: Yeas: 9 Nays: 0 Attest: _s/Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT THIS AGREEMENT is made and entered into this 2nd day of November, 20 22 , by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY")and Wunderlich-Malec Services,Inc.,a Minnesota Corporation authorized to do business in the State of Illinois; (hereinafter referred to as"ENGINEER"). WHEREAS, the CITY desires to engage the ENGINEER to furnish certain professional services in connection with"Upgrade to Airlite PLC04 and PLC22"(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, it is hereby agreed by and between the CITY and the ENGINEER that the CITY does hereby retain the ENGINEER for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged to act for and represent it in the engineering matters involved in the PROJECT as described herein, subject to the following terms and conditions and stipulations,to-wit: 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the Water Director of the CITY,herein after referred to as the"DIRECTOR". B. ENGINEER to upgrade two Schneider/Modicon PLC's at the Elgin Airlite plant. Upgrade PLC22 • Develop standardized blocks and objects for upgraded control logic • Convert Existing PLC control logic for upgraded Schneider controller • Reverse engineer upgraded control program to create identical performance to current control system using developed standardized blocks and objects • Modify I/O signal wiring where required for new installation • Start-up newly installed PLC,commission, and troubleshoot functionality • Troubleshoot and commission iFix SCADA interface • Provide updated drawings reflecting changes made Upgrade PLC04 • Develop standardized blocks and objects for upgraded control logic • Convert Existing PLC control logic for upgraded Schneider controller • Reverse engineer upgraded program to create identical performance to current control system using developed standardized blocks and objects • Re-allocate SCADA database tags • Incorporate new PLC control logic into previously upgraded PLC22 controller • Redesign analog I/O to function with new PLC • Modify I/O signal wiring where required for new installation • Start-up newly installed I/O racks to be controller by upgrade PLC22 controller, commission,and troubleshoot functionality • Troubleshoot and commission iFix SCADA interface • Provide new drawings reflecting current state of PLC system Exceptions and Clarifications: • Work to be done by the City of Elgin o Physical Removal of existing PLCs and 1/0 o Physical Installation of upgraded PLC and I/O racks o Rewire control panel into upgraded PLC C. A detailed Scope of Services for the PROJECT is attached hereto as Attachment A, and incorporated into this Agreement by this reference. 2. PROGRESS REPORTS A. A detailed project schedule for the PROJECT is included as Attachment B,attached hereto, and incorporated into this Agreement by this reference. Progress will be recorded on the project schedule and submitted monthly as a component of the Status Report described in C below. B. The ENGINEER will submit to the DIRECTOR monthly a status report keyed to the project schedule. A brief narrative will be provided identifying progress, findings and outstanding issues. 3. WORK PRODUCTS All work product prepared by the ENGINEER pursuant hereto including, but not limited to, reports, plans, designs, calculations, work drawings, studies, photographs, models and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the DIRECTOR; provided, however, that the ENGINEER may retain copies of such work product for its records. ENGINEER'S execution of this Agreement shall constitute ENGINEER'S conveyance and assignment of all right,title and interest, including but not limited to any copyright interest, by the ENGINEER to the CITY of all such work product prepared by the ENGINEER pursuant to this Agreement. The CITY shall have the right either on its own or through such other engineers as determined by the CITY to utilize and/or amend such work product. Any such amendment to such work product shall be at the sole risk of the CITY. Such work product is 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. 4. PAYMENTS TO THE ENGINEER(Lump Sum) A. For services provided the ENGINEER shall be paid a lump sum of$105,600.00 unless modifications to the scope of the work or additional services are authorized -2 - in writing by the DIRECTOR, and approved by way of written amendment to this Agreement executed by the parties. B. No outside services will be used on this project. C. Travel expenses and the cost of any reimbursable expenses is included within the lump sum amount of$105,600.00 provided for in Section 4A above. D. The CITY shall make periodic payments to the ENGINEER based upon the following milestone schedule within 30 days after receipt and approval of invoice. Said milestone payments to the ENGINEER shall be in the amounts shown in the following schedule,and full payments for each task shall not be made until the task is completed and accepted by the DIRECTOR. First payment of$10,000 invoiced at start of services/mobilization Thereafter,monthly invoices based on work performed 5. INVOICES A. The ENGINEER shall submit invoices in a format approved by the CITY. Progress reports(213 above)will be included with all payment requests. B. The ENGINEER shall maintain records showing actual time devoted and cost incurred. The ENGINEER shall permit the 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 these records available at reasonable times during the Agreement period, and for a year after termination of this Agreement. 6. 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 task amounts set forth under section 4 above. 7. TERM This Agreement shall become effective as of the date the ENGINEER is given a notice to proceed and, unless terminated for cause or pursuant to section 6, shall be deemed concluded on the date the CITY determines that all of the ENGINEER's work under this Agreement is 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 the Agreement. - 3 - 8. NOTICE OF CLAIM 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 his claim within 15 days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in the ENGINEER's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the ENGINEER. Regardless of the decision of the DIRECTOR relative to a claim submitted by the ENGINEER, all work required under this Agreement as determined by the DIRECTOR shall proceed without interruption. 9. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party,by reason of any default,fails within fifteen(15)days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. Notwithstanding the foregoing, or anything else to the contrary in this Agreement, with the sole exception of an action to recover the monies the CITY has agreed to pay to the ENGINEER pursuant to section 4 hereof, no action shall be commenced by the ENGINEER against the CITY for monetary damages. ENGINEER hereby further 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 which it claims it may otherwise be entitled pursuant to law, including, but not limited to,the Local Government Prompt Payment Act(50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act(815 ILCS 205/1,et seq.),as amended. The parties hereto further agree that any action by the ENGINEER arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. 10. INDEMNIFICATION To the fullest extent 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, attorneys fees, damages or other relief, including but not limited to workers 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 perfonnance of this Agreement. 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. The provisions of this section shall survive any expiration and/or termination of this Agreement. 11. NO PERSONAL LIABILITY -4 - 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. 12. INSURANCE The ENGINEER shall provide,pay for and maintain in effect, during the term of this Agreement, the following types and amounts of insurance: A. Comprehensive Liability. A policy of comprehensive 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 DIRECTOR a Certification of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty (30)days prior written notice to the DIRECTOR. The Certificate of Insurance which shall include Contractual obligation assumed by the ENGINEER under Article 10 entitled "Indemnification" shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively,if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. 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. C. Combined Single Limit Policy. The requirements for insurance coverage for the 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 Engineers 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. A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30)days prior written notice to the DIRECTOR. 13. CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES, PROCEDURES AND SAFETY The ENGINEER shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and - 5 - programs in connection with the construction, unless specifically identified in the Scope of Services. 14. 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,of 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 the Agreement by the CITY. 15. ASSIGNMENT AND SUCCESSORS 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. 16. DELEGATIONS 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. 17. NO CO-PARTNERSHIP OR AGENCY This Agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. 18. SEVERABILITY The parties intend and agreed that, if any section, sub-section,phrase,clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 19. HEADINGS - 6- The headings of the several sections 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. 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the 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. 21. 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 resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. NEWS RELEASES The ENGINEER may not issue any news releases without prior approval from the DIRECTOR, nor will the ENGINEER make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. 23. COOPERATION WITH OTHER CONSULTANTS The ENGINEER shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The ENGINEER certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 25. SEXUAL HARASSMENT As a condition of this contract,the ENGINEER shall have written sexual harassment policies that include, at a minimum,the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; - 7- 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 the 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 the Human Rights Act. A copy of the policies shall be provided by ENGINEER to the Department of Human Rights upon request(775 ILCS 5/2-105). 26. SUBSTANCE ABUSE PROGRAM. As a condition of this agreement, ENGINEER shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the DIRECTOR prior to the entry into and execution of this agreement. 27. WRITTEN COMMUNICATIONS All recommendations and other communications by the ENGINEER to the DIRECTOR and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The DIRECTOR may also require other recommendations and communications by the ENGINEER be made or confirmed in writing. 28. 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: B. As to ENGINEER: Eric Weiss Erick Carlson Water Director Wunderlich-Malec City of Elgin 6101 Blue Circle Drive 150 Dexter Court Eden Prairie MN 55343 Elgin, Illinois 60120-5555 29. COMPLIANCE WITH LAWS Notwithstanding any other provision of this Agreement it is expressly agreed and understood that in connection with the performance of this Agreement that the ENGINEER shall comply with all - 8 - 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, ENGINEER hereby certifies, represents and warrants to the CITY that all ENGINEER'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. ENGINEER 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 the ENGINEER to determine ENGINEER'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the ENGINEER shall make available to the CITY the ENGINEER'S relevant records at no cost to the CITY. ENGINEER shall pay any and all costs associated with any such audit. 30. 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. IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agreement effective as of the date and year first written above. FOR THE CITY: FOR THE ENGINEER: pg'.Vy aig4d by Erick Carlson DN C•U5.E=erick..d..CwmeWp m, J=VWnaeili Makc Se wk Inc.",OU•BU15. Erick Carlson ` EJEd"° COCahan:Eden Prairre.MN Reason: em app'.—gthin tlawmeM Conte Into 952A43',M By By: Date 2022.10.0417:23.1 W City Manager Name/Print: Erick Carlson Title: Business Unit Manager Attest, City Clerk FAL.egal DepAAgreemenAENGINEERING AGREEMENT-FORM-clean-10-2-18.docx - 9- ATTACHMENT A SCOPE OF SERVICES We are proposing the following to upgrade your two Schneider/Modicon PLC's at the Airlite plant. Upgrade PLC22 • Develop standardized blocks and objects for upgraded control logic • Convert Existing PLC control logic for upgraded Schneider controller • Reverse engineer upgraded control program to create identical performance to current control system using developed standardized blocks and objects • Modify 1/0 signal wiring where required for new installation • Start-up newly installed PLC, commission, and troubleshoot functionality • Troubleshoot and commission iFix SCADA interface • Provide updated drawings reflecting changes made Upgrade PLC04 • Develop standardized blocks and objects for upgraded control logic • Convert Existing PLC control logic for upgraded Schneider controller • Reverse engineer upgraded program to create identical performance to current control system using developed standardized blocks and objects • Re-allocate SCADA database tags • Incorporate new PLC control logic into previously upgraded PLC22 controller • Redesign analog 1/0 to function with new PLC • Modify 1/0 signal wiring where required for new installation • Start-up newly installed 1/0 racks to be controller by upgrade PLC22 controller, commission, and troubleshoot functionality • Troubleshoot and commission iFix SCADA interface • Provide new drawings reflecting current state of PLC system Assumptions, Exceptions, and Clarifications: 1. City of Elgin to complete all physical removal, installation, and rewiring of PLC controllers and 1/0 racks for both PLC panels. 2. This proposal does not cover replacing the existing GarrettCom Magnum 6KQ network switch in the PLC22 cabinet. ATTACHMENT B PROJECT SCHEDULE Upgrade PLC22— 19 total working days (not including drafting time and work done by City of Elgin) • 6 working days - Develop standardized blocks and objects • 1 working day- Convert Existing PLC control logic • 1 working day- Reverse engineer upgraded control program • To be done by City of Elgin o Remove existing PLC and 1/0 o Install upgraded PLC and 1/0 o Rewire control panel into upgraded PLC • 4 working days- Start-up newly installed PLC, commission, and troubleshoot functionality • 2 working days -Troubleshoot and commission Fix SCADA interface • 5 working days - Provide updated drawings reflecting changes made Upgrade PLC04—47 total working days (not including drafting time and work done by City of Elgin) • 5 working days- Develop additional standardized blocks and objects • 5 working days- Convert Existing PLC control logic • 12 working days - Reverse engineer upgraded program, Re-allocate SCADA database tags • 2 working days- Incorporate new PLC control logic into previously upgraded PLC22 controller • 3 working days - Redesign analog 1/0 to function with new PLC • To be done by City of Elgin o Remove existing PLC and 1/0 o Install upgrade 1/0 racks in PLC04 o Rewire control panel into upgraded 1/0 racks • 17 working days- Start-up newly installed 1/0 racks to be controller by upgrade PLC22 controller, commission, and troubleshoot functionality • 3 working days-Troubleshoot and commission Fix SCADA interface • 20 working days- Provide new drawings reflecting current state of PLC system