HomeMy WebLinkAbout25-54 Resolution No. 25-54
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH WUNDERLICH-MALEC
SERVICES, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE WATER
SYSTEM "SUPERVISORY CONTROL AND DATA ACQUISITION" (SCADA) UPGRADES
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 water system
"Supervisory Control and Data Acquisition" (SCADA) upgrades, a copy of which is attached
hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: March 12, 2025
Adopted: March 12, 2025
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into this 12 day of March , 2025,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 an "Upgrade to the SCADA System at Riverside and Airlite Plants"
(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 SCADA System at Riverside and Airlite Plants.
Upgrade Riverside SCADA System
• Convert existing iFix SCADA system to new installation with identical
functionality using VTSCADA software.
• Incorporate additional features achieved with transition to VTSCADA.
• Provide similar look, feel,and navigation of existing system.
• Create redundant backup of new SCADA installation to run on the server at
Airlite.
• Start-up commission, and troubleshoot new SCADA installation.
Upgrade Airlite SCADA System
• Convert existing iFix SCADA system to new installation with identical
functionality using VTSCADA software.
• Incorporate additional features achieved with transition to VTSCADA.
• Provide similar look, feel,and navigation of existing system.
• Create redundant backup of new SCADA installation to run on the server at
Riverside.
• Start-up commission, and troubleshoot new SCADA installation.
Exceptions and Clarifications
• City of Elgin to provide all hardware for SCADA interface (i.e. servers,
monitors,keyboards, mouse,remote cellular devices,etc.)
• City of Elgin to provide all software required to configure servers for
SCADA system installation. (OS, Windows,VMSphere,etc.)
• This proposal includes one full year of software support from VTSCADA
• Annual cost for"Support Plus"agreement with VTSCADA,after one year,would be
$6,825.00.
C. A detailed Scope of Services for the PROJECT is attached hereto as Attachment A,
and incorporated into this Agreement by this reference.
2. PROJECT SCHEDULE
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 progress shall be reported to the CITY upon reasonable request.
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 Method)
A. The CITY shall reimburse the ENGINEER for services under this Agreement a lump
sum of One Hundred Fifty-Four Thousand Two Hundred Dollars ($154,200.00),
regardless of actual Costs incurred by the ENGINEER unless substantial
modifications to the project are authorized 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.
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C. The cost of any such reimbursable expenses is included within the total lump sum fee
amount of$154,200.00 provided for in Section 4A above.
D. 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 to the ENGINEER shall not exceed 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.
5. INVOICES
A. The ENGINEER shall submit invoices in a format approved by the CITY.
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.
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
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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 performance 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
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, maintain and pay for 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.
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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
Iess 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. SEOUENCES,
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
programs in connection with the construction,unless specifically identified in the Scope of Services.
14. NONDISCRIMINATION/AFFIRMATIVE ACTION
The ENGINEER will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status,
marital status, physical or mental disability, military status, sexual orientation, or unfavorable
discharge from military service which would not interfere with the efficient performance of the job
in question. ENGINEER shall take affirmative action to comply with the provisions of Elgin
Municipal Code Section 5.02.040 and will require any subcontractor to submit to the CITY a written
commitment to comply with those provisions. ENGINEER shall distribute copies of this
commitment to all persons who participate in recruitment, screening, referral and selection of job
applicants and prospective subcontractors. ENGINEER agrees that the provisions of Section
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5.02.040 of the Elgin Municipal Code, 1976,as amended,is hereby incorporated by reference,as if
set out verbatim.
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 race,color,religion,
sex,national origin,age,ancestry,order of protection status,familial status,marital status,physical
or mental disability, military status, sexual orientation, or unfavorable discharge from military
service.
Any violation of this paragraph 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
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.
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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;
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;
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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:
Nora Bertram Greg Manning
Water Director Wunderlich-Malec Services
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
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
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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. COUNTERPARTS AND 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. This Agreement may be executed electronically,and
any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic
means 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 facsimile machine, email, or other electronic
means shall be considered for these purposes an original signature and shall have the same legal
effect as an original signature.
IN WITNESS WHEREOF,the parties hereto have entered into and executed this Agreement
effective as of the date and year first written above.
FOR T TY: FOR THE ENGINEER:
By l By:
City Manager Name/Prin9: Greg Manning
Title: Lead Business Development Manager
Attest:
Aaa'°
( itv Clerk
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ATTACHMENT A
SCOPE OF SERVICES
Upgrade Riverside SCADA System
• Convert existing iFix SCADA system to new installation with identical functionality using
VTSCADA software.
• Incorporate additional features achieved with transition to VTSCADA
• Provide similar look, feel, and navigation of existing system
• Create redundant backup of new SCADA installation to run on the server at Airlite
• Start-up, commission, and troubleshoot new SCADA installation
Upgrade Airlite SCADA System
• Convert existing iFix SCADA system to new installation with identical functionality using
VTSCADA software.
• Incorporate additiona
I features achieved with transition to VTSCADA
• Provide similar look, feel, and navigation of existing system
• Create redundant backup of new SCADA installation to run on the server at Riverside
• Start-up, commission, and troubleshoot new SCADA installation
ATTACHMENT B
PROJECT SCHEDULE
6/2/25 — [Meeting] Kick-off. Discussion of Expectations. Design begins
6/2/25 to 6/13/25 — Design and Engineering of system architecture and functionality
6/16/25 — [Meeting] Presentation of design to City of Elgin. Approval to move forward
6/16/25 to 6/27/25 — Finalize components and software to be ordered
6/30/25 — [Meeting] Delivery of bill-of-materials to be ordered by City of Elgin
7/28/25 — [Meeting] 25°A) Design check-in and approval
8/25/25 — [Meeting] 50% Design check-in and approval
9/22/25 — [Meeting] 90% Design check-in and approval
10/20/25 — [Meeting] Prepare for Installation. Establish timing and responsibilities
10/20/25 to 10/31/25 Installation and start-up at Riverside
11/3/25 — [Meeting] Prepare for Installation. Establish timing and responsibilities
11/3/25 to 11/14/25 Installation and start-up at Airlite
11/14/25 — Project completed