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87-0713 Universal Chemicals And Coatings AGREEMENT AUTO START UP SYSTEM WHEREAS, the City of Elgin (hereinafter referred to as Elgin) is an Illinois Municipal Corporation and a home rule unit pursuant to the constitution and laws of the State of Illinois ; and WHEREAS, Elgin supplies water to businesses and residents within its corporate boundaries ; and whereas, Elgin owns and operates various water treatment plants including but not limited to the Riverside Water Treat- ment Plant (hereinafter referred to as the Plant) ; and WHEREAS, Universal Chemicals and Coatings , Inc. (herein- after referred to as Universal ) is the owner of certain real property located at 1975 Fox Lane, Elgin, Illinois (hereinafter referred to as the Premises ) and is engaged in the manufacture of industrial coatings ; and WHEREAS, Universal has requested and Elgin has agreed to provide and install an automated system at the Plant and Prem- ises wherein water pressure at the Premises would be increased in the event of an emergency. NOW, THEREFORE, FOR AND IN CONSIDERATION OF the mutual promises, covenants and conditions contained herein, the parties agree as follows : A. Auto Start Up System 1 . Univeral, at Universal ' s expense, shall design and install an auto start up system (hereinafter referred to as the System) connecting Elgin ' s River- side Water Treatment Plant to Universal ' s property located at 1975 Fox Lane, Elgin, Illinois . The in- tent and purpose of the system is to provide for the automatic increase in water pressure availability at the Premises in the event of an emergency. The sys- tem shall consist of various equipment including but not limited to, auto start up controls for pumps, telemetering equipment and a data transmission phone line (hereinafter collectively referred to as the Equipment) . It is understood that some of the Equip- ment will be located at the Plant and some will be located at the Premises . It is anticipated that the parties will utilize existing data transmission phone lines leased by Elgin. - 1 - 2 . Elgin shall have the right to review and approve the plans and specifications for the system prior to its installation at the plant. B. Installation Work at the Plant 1 . All work at Elgin' s Plant associated with the in- stallation of the Equipment shall be performed in a diligent and competent manner so as to cause minimal interference with the Plant ' s operation. 2 . Prior to performing any such installation work at the Plant, Universal shall provide Elgin with a cer- tificate of insurance covering the installation work and listing Elgin as Co-insured, with coverages and amounts as follows : FORM OF COVERAGE MINIMUM LIMIT OF LIABILITY Workers ' Compensation Statutory General Liability $1 , 000 , 000 per occurrence $1, 000 , 000 annual aggregate 3 . Elgin shall permit Universal or contractors or employees of Universal reasonable access to the plant for the purpose of designing and installing the system. C. Ownership of the Equipment Upon completion of the installation of the equipment Universal shall so notify Elgin which shall have the right to inspect and test all the equipment for both the Plant and Premises to verify it was properly installed and is functioning and in good working order. Upon such verifica- tion, Universal shall transfer and convey to Elgin all the equipment located at the Plant, (hereinafter referred to as Plant Equipment) . Elgin shall thereafter own the Plant Equipment and Universal shall retain possession and/or own- ership of all remaining equipment located at their Premises. D. Testing and Maintenance of the Equipment 1 . Elgin shall inspect, test, repair, maintain and operate the Plant Equipment and test the leased phone line so that they are in good working order. Universal shall be responsible for all expenses associated with such data transmission phone line including, but not limited to installation, repair, maintenance, replace- ment and monthly use and/or rental charges necessary - 2 - pursuant to this agreement. Records regarding the testing and maintenance of the Equipment shall be available to either party upon request. 2 . Elgin shall have the right, but not the obliga- tion to inspect and test the Equipment located at the Premises. Universal shall permit Elgin reasonable access to conduct such inspections and tests. E. Universal to Pay Elgin' s Expenses 1 . Universal shall pay to Elgin a sum not to exceed Two Thousand Dollars ( $2, 000 . 00 ) for sections E. 1 .a. and E. l .b. plus the additional monthly charge for item E. l .c. . a. A sum equal to all expenses incurred by Elgin as a result of the design and installation of the Equipment at the Plant. b. A sum equal to the costs and expenses incurred by Elgin to review the revisions to the Plant con- trol panel drawings to reflect the new "as built" changes as drawn by Universal . c. Universal shall pay to Elgin all expenses due to additional data transmission lines required to service its Premises and all costs due to testing, maintenance, replacement at the end of service life, and repair of dedicated equipment serving said signaling System, initially estimated to be $150. 00 per month. 2 . Elgin shall certify the amounts due pursuant to Subsections 1 (a) and (b) within thirty ( 30 ) days of the date it accepts the equipment at the plant as pro- vided in Section C. Payment of the items specified in Subsections 1 (a ) and (b) above shall be due and payable within thirty ( 30 ) calendar days of such certification. 3 . Elgin shall bill Universal monthly for the costs and expenses identified in Subsection 1 (c) above. Elgin shall certify in such bill the costs and expenses in- curred by Elgin pursuant to Sections D above since the last prior billing plus any arrearages . Payment shall be due and payable within fifteen ( 15 ) calendar days of such billing. 4 . Universal shall pay interest at a rate of 12% per annum on any amount specified in Subsections 1 (a ) , (b) and (c) above, not paid within the time period speci- fied in Subsections 2 and 3 . - 3 - F. Hold Harmless -- Indemnification Universal acknowledges that it is solely responsible for the design, installation and performance of the sys- tem and agrees to indemnify, hold and save harmless, Elgin, its officers, agents and employees from any and all damages, claims, actions , suits or liability whatso- ever arising out of the design, installation, existence, performance or improper performance of the system. Uni- versal agrees that it will defend Elgin in any suit or action brought against Elgin and pay any claim, verdict or judgment entered against Elgin arising out of the design, installation, existence, performance or improp- er performance of the system. G. Miscellaneous 1 . In event any lien falls upon Elgin ' s property from any act or negligence or any contract work entered into by Universal and said lien is not removed within ten ( 10 ) days after Elgin' s notice to do so, Elgin may remove the lien by paying the full amount thereof or otherwise and without any investigation or contest of the validity thereof , and Universal shall pay to Elgin upon demand the amount paid out in such behalf , includ- ing the injured parties cost, expense and counsel fees. 2 . In the event either party fails to perform any of the terms, covenants, agreements or conditions on his or its part to be performed under this agreement, then a condition of default shall be deemed to exist. The non-defaulting party shall give the defaulting party written notice of the default, and termination of this agreement shall not result if , within thirty ( 30 ) days of receipt of such notice the defaulting party has corrected the condition of default or has taken action reasonably likely to effect such correction with- in an additional thirty ( 30 ) days . If such corrections are not made, the non-defaulting party may treat such default as a breach and terminate this agreement with- out further notice . 3 . This agreement shall not be assigned or trans- ferred without the prior written consent to the non- assigning party. 4 . This agreement may be terminated by either party on twelve (12 ) months written notice. - 4 - WHEREFORE, the parties have caused the signature of their authorized agents and corporate seal to be affixed hereto this 3 day of seal. , 1987 .. 1 CITY OF ELGIN B / 40". City t ager Attest: tit City lerk UNIVERSAL CHEMICALS AND COATINGS, INC. By WI. LI A 11„1 Vice President Attest: Secretary - 5 - MEMORANDUM TO: Mayor and Members of the City Council FROM: James J. Cook, City Manager DATE: June 12, 1987 SUBJECT: CITY OF ELGIN - UNIVERSAL CHEMICALS AUTO START-UP SYSTEM AGREEMENT PURPOSE.: It is requested that the Council consider authorization of an agreement with Universal Chemicals providing for an emergency start-up system for the high service pumps at the Riverside Water Treatment Plant. BACKGROUND: During the Committee of the Whole meeting of December 23, 1985, the Elgin City Council authorized in concept an agreement with Universal Chemicals to provide for an auto start pump system at the Riverside Water Treatment Plant . The fire flows available at 1975 Fox Lane vary, depending upon the operational status at the Riverside and Airlite Water Treatment Plants. Because of the water transmission distance in the high pressure zone in the northwest area and the requirement that the Airlite Street plant meet the water supply demand in this area, at certain times lower fire flows are available at that address. When one of the two high service pumps are in operation at the Riverside plant, adequate fire flows are available to meet the needs of Universal Chemicals. Fa-ec on review of the a3ternatives, a decision was made in concept that the City of Elgin cooperate with Universal Chemicals in providing for an automatic pump start-up system that would bring the high service- purr. on-line at the Riverside plant and would alarm the operator a:s to the operational condition of the pump. This operational condition would occur if a fire situation developed at Universal Chemicals, and a high service pump was not operational at the Riverside plant. The attached agreement provides for the conditions under which the City of Elgin would approve such a system in cooperation with Universal Chemicals. It has been reviewed and approved by the Legal Department. Page Two FINANCIAL IMPACT: The agreement calls for Universal to pay for the design and installation of the auto start-up system in the Riverside Water Treatment Plant and at their own facility. In addition, they have agreed to pay the City of Elgin for their labor to review the plans and supervise the installation of the system at the Riverside plant. Universal will pay all expenses associated with the additional data transmission lines required for this service as well as all costs associated with maintenance of the service. The initial cost is estimated at $150 a month and will he reviewed annually. RPCOMMENPATTON: It is recommended that the Elgin City Council authorize an agreement with Universal Chemicals for the auto start-up system. If you have any questions or need additional information, we would be happy to respond. (-Th (./ Manager ;'------------- V REZ:ik mem3061204 2500 Attachments cc: Melford Dahl, Public Works Director AGREEMENT AUTO START UP SYSTEM WHEREAS, the City of Elgin (hereinafter referred to as Elgin ) is an Illinois Municipal Corporation and a home rule unit pursuant to the constitution and laws of the State of Illinois ; and WHEREAS, Elgin supplies water to businesses and residents within its corporate boundaries ; and whereas, Elgin owns and operates various water treatment plants including but not limited to the Riverside Water Treat- ment Plant (hereinafter referred to as the Plant ) ; and WHEREAS, Universal Chemicals and Coatings, Inc. (herein- after referred to as Universal ) is the owner of certain real property located at 1975 Fox Lane, Elgin, Illinois (hereinafter referred to as the Premises ) and is engaged in the manufacture of industrial coatings ; and WHEREAS, Universal has requested and Elgin has agreed to provide and install an automated system at the Plant and Prem- ises wherein water pressure at the Premises would be increased in the event of an emerc-ency. NOW, THEREFORE, FOR AND IN CONSIDERATION OF the mutual promises, covenants and conditions contained herein, the parties agree as follows : A. Auto Start Up System 1 . Univeral , at Universal ' s expense, shall design and install an auto start u2 system (;hereinafter referred to as the System) connec -n fl :-n ' s River- side Water Treatment Flynt to Un iver l ' s property located at 1975 Fo;: L- _ n, I''_i:,c__.. . The in- tent and purpose of the systm is to. -rcvidc for the automatic increase in w't^- Tres : '7,-- i?s bility at the Premises in the e-. orit a:. e^ The sys- tem shall consist of _i-•r:, _.+:clu-'ing but not limited to, auto st<:.,_t 1:7 contro1s for pumps, telemeterina equipa c: - -_. lion phone line (hereinafter L:o, ')- - _ to as the Equipment ) . It is - .. ; of the Equip- ment will be lec '. f1,7.nt will be located at the F_e- i . .. _ . is .i ,. . that the parties will utiIi:;r c ,- mission phone lines leas._.. ,_, 2. Elgin shall have the right to review and approve the plans and specifications for the system prior to its installation at the plant. B. Installation Work at the Plant 1 . All work at Elgin ' s Plant associated with the in- stallation of the Equipment shall be performed in a diligent and competent manner so as to cause minimal interference with the Plant ' s operation. 2 . Prior to performing any such installation work at the Plant, Universal shall provide Elgin with a cer- tificate of insurance covering the installation work and listing Elgin as Co-insured, with coverages and amounts as follows : FORM OF COVERAGE MINIMUM LIMIT OF LIABILITY Workers ' Compensation Statutory General Liability $1, 000, 000 per occurrence $1 , 000 , 000 annual aggregate 3 . Elgin shall permit Universal or contractors or employees of Universal reasonable access to the plant for the purpose of designing and instlling the system. C. Ownership of the Equipment Upon completion of the installation of the equipment Universal shall so notify Elgin which shall have the right to inspect and test all the equipment for both the Plant and Premises to verify it was properly installed and is functioning and in good working order. Upon such verifica- tion, Universal shall transfer and convey to Elgin all the equipment located at the Plant, (hereinafter referred to as Plant Equipment ) . Elgin shall thereafter own the Plant Equipment and Universal shall retain possession and/or own- ership of all remaining equipment located at their Premises. D. Testing and Maintenance of the Equipment 1 . Elgin shall inspect, test, repair, maintain and operate the Plant Euiprnent and test the leased phone line so that they are in good working order. Universal shall be responsible fo: expenses a sr.ociated with such data transmission 1-,: ne i .re :;.r.c, , ling, but not limited tc irstall� ti ., re,7 ir, 11:71i.otennnce, replace- ment and monthly use an: /ur rental charges necessary - 2 - pursuant to this agreement. Records regarding the testing and maintenance of the Equipment shall be available to either party upon request. 2 . Elgin shall have the right, but not the obliga- tion to inspect and test the Equipment located at the Premises. Universal shall permit Elgin reasonable access to conduct such inspections and tests. E. Universal to Pay Elgin' s Expenses 1 . Universal shall pay to Elgin a sum not to exceed Two Thousand Dollars ( $2 , 000 . 00 ) for sections E. l .a. and E. l .b. plus the additional monthly charge for item E.l .c. . a . A sum equal to all expenses incurred by Elgin as a result of the design and installation of the Equipment at the Plant. b. A sum equal to the costs and expenses incurred by Elgin to review the revisions to the Plant con- trol panel drawings to reflect the new "as built" changes as drawn by Universal . c. Universal shall pay to Elgin all expenses due to additional data transmission lines required to service its Premises and all costs due to testing, maintenance , replacement at the end of service life, and repair of dedicated equipment serving said signaling System, initially estimated to be $150. 00 per month. 2 . Elgin shall certify the amounts due pursuant to Subsections 1 (a ) and (b) within thirty ( 30 ) days of the date it accepts the equipment at the plant as pro- vided in Section C. Payment of the items specified in Subsections 1 (a ) and (b) above shall be due and payable within thirty ( 30 ) calendar days of such certification. 3 . Elgin shall bill Universal monthly for the costs and expenses identified in Subsection 1 ( c ) above. Elgin shall certify in such bill the costs and expenses in- curred by Elgin pursuant to Sections D above since the last prior billing plus any arrearages . Payment shall be due and payable within fifteen (15 ) calendar days of such billing. 4 . Universal shall pay interest at a rate of 12% per annum on any amount cnccified in Si,h ections 1 (a ) , (b) and (c) above, not paid within the time period speci- fied in Subsections 2 E.nu 3 . - 3 - F. Hold Harmless -- Indemnification Universal acknowledges that it is solely responsible for the design, installation and performance of the sys- tem and agrees to indemnify, hold and save harmless, Elgin, its officers , agents and employees from any and all damages, claims, actions, suits or liability whatso- ever arising out of the design, installation, existence, performance or improper performance of the system. Uni- versal agrees that it will defend Elgin in any suit or action brought against Elgin and pay any claim, verdict or judgment entered against Elgin arising out of the design, installation, existence, performance or improp- er performance of the system. G. Miscellaneous 1 . In event any lien falls upon Elgin ' s property from any act or negligence or any contract work entered into by Universal and said lien is not removed within ten (10 ) days after Elgin ' s notice to do so, Elgin may remove the lien by paying the full amount thereof or otherwise and without any investigation or contest of the validity thereof , and Universal shall pay to Elgin upon demand the amount paid out in such behalf , includ- ing the injured parties cost, expense and counsel fees . 2 . In the event either party fails to perform any of the terms , covenants , agreements or conditions on his or its part to be peromed under this agreement, then a condition of default shall be deemed to exist. The non-defaulting party ::'-:.=11 give the defaulting party written notice of the default, and termination of this agreement shall not result if , within thirty ( 30 ) days of receipt of such notice the defaulting party has corrected the condition of default or has taken action reasonably likely to effect such correction with- in an additional thirty ( 2C ) days . If such corrections are not made, the non-defaulting party may treat such default as a breach and terminate this agreement with- out further notice. 3 . This agreement shall not be asE*_ned or trans- ferred without the r_.rio_- written c-•is _: to the non- assigning party. 4 . This agreement may be terminated byy either party on twelve (12 ) months r t-,-:.z - 4 - WHEREFORE, the parties have caused the signature of their authorized agents and corporate seals to be affixed hereto this day of , 198_ CITY OF ELGIN By City Manager Attest: City Clerk UNIVERSAL CHEMICALS AND COATINGS, INC. BY W T"u �. Ple-1 !,a IA-- Vice President Attest: Secretary - 5 -