13-21 Resolution No. 13-21
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT
WITH STRAND ASSOCIATES, INC. FOR ENGINEERING SERVICES
IN CONNECTION WITH THE WATER AND SEWER RATE STUDIES PROJECT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that
Sean R. Stegall,City Manager,and Kimberly A. Dewis,City Clerk,be and are hereby authorized and
directed to execute an agreement with Strand Associates, Inc. on behalf of the City of Elgin for
engineering services in connection with the Water and Sewer Rate Studies Project,a copy of which
is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: February 13, 2013
Adopted: February 13, 2013
Vote: Yeas: 7 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into this 13 day of February, 2013, by and
between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as
"CITY") and Strand Associates, Inc.® (hereinafter referred to as "ENGINEER").
WHEREAS, the CITY desires to engage the ENGINEER to furnish certain professional
services in connection with the Water and Sewer Rate Studies 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 services hereunder shall be performed under the direction of the Water
Director of the CITY, herein after referred to as the "DIRECTOR."
B. The ENGINEER shall perform the services for the PROJECT as outlined in
Exhibit A attached hereto and made a part hereof.
2. SCHEDULE AND PROGRESS REPORTS
A. The ENGINEER shall complete the services to be provided pursuant to this
Agreement according to the schedule set forth in Exhibit A.
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. OWNERSHIP OF DOCUMENTS
All work products 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. The ENGINEER's execution of this
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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.
Notwithstanding the above, ENGINEER reserves the right to retain ownership and rights
to use proprietary information that ENGINEER had developed prior to providing services
under this Agreement including standard details, specifications and items related to
ENGINEER's corporate identity.
4. PAYMENTS TO THE ENGINEER
A. For the PROJECT services provided by the ENGINEER, the CITY shall pay the
ENGINEER a total lump sum of$45,210, regardless of the actual costs incurred
by the ENGINEER.
B. The CITY shall make periodic payments to the ENGINEER based upon actual
progress within 30 days after receipt and approval of invoice. Full payments for
each task shall not be made until the task is completed and accepted by the
DIRECTOR.
5. INVOICES
The ENGINEER shall submit invoices in a format approved by the CITY. Status reports
(213 above) will be included with all payment requests.
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 services done under this Agreement. The
ENGINEER shall make these records available at reasonable times during the Agreement
period, and for one 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 Paragraph 4 above.
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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 Article 5, shall be deemed
concluded on the date the CITY determines that all of the ENGINEER's services 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 services 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 Paragraph
4 hereof, no action shall be commenced by the ENGINEER against the CITY for
monetary damages. The 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
50111, 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 paragraph 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
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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 paragraph 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
A. Comprehensive Liability. The ENGINEER shall provide, pay for and maintain
in effect, during the term of this Agreement, 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.
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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
(3)0) 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 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.
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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 paragraph, sub-paragraph, 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 paragraphs 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.
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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;
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 CITY'S Assistant City Manager 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.
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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:
Kyla Jacobsen
Water Director
City of Elgin
150 Dexter Court
Elgin, IL 60120-5555
B. As to the ENGINEER:
Matthew S. Richards
Corporate Secretary
Strand Associates, Inc.®
910 W. Wingra Drive
Madison, WI 53715
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 legal residents of the United States. The
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 the ENGMEER'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. The
ENGINEER shall pay any and all costs associated with any such audit.
[SIGNATURE PAGE FOLLOWS]
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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:
CITY OF ELGIN STRAND ASSOCIATES, INC.®
Sean . Stegall 61 Date Matthew S. Richards Da(e
City Manager Corporate Secretary
ATTEST:
9V&& D(ea �
Kimberly De is Date
City Clerk
FALegal Dept\Agreement\Strand-Water Sewer Rate-clean 2-6-13.docx
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EXHIBIT A
Water and Sewer Rate Studies
Water Rate Study
Scope of Services
Review historical and projected water utility revenues and expenses to develop a recommended
rate structure for the next 5 year period.
The ENGINEER will provide the following services to the CITY:
1. Attend one kickoff meeting to collect data.
2. Perform a cash-needs evaluation of the water system to develop anticipated expenses for
the 5-year study period.
3. Review historical water fund data to determine debt service needs, desired reserve fund
balances, and existing wholesale supply or rental agreement terms.
4. Perform an expenditure and revenue analysis to determine possible shortfalls during the
projected 5-year study period.
5. Perform an analysis of the possible rate structure for a water conservation trend and for
continuation of the current water use trends.
6. Prepare and submit a report summarizing the analysis findings and recommendations.
7. Develop a narrative description of the updated water rates for the CITY to print at its
expense and include as a bill stuffer, on the CITY's Web site and in its newsletter, or on
other public informational sites.
8. Participate in one public information meeting following completion of the final draft of
the Water Rate Study report.
Schedule
Services will begin upon execution of the associated Agreement, which is anticipated the week
of February 11, 2013. Services are scheduled for completion on June 30, 2013.
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EXHIBIT A
Water and Sewer Rate Studies
Sewer Rate Study
Scope of Services
Review historical and projected sewer collection system revenues and expenses to develop a
recommended rate structure for the next 5 year period.
The ENGINEER will provide the following services to the CITY:
1. Attend one kickoff meeting to collect data.
2. Perform a cash-needs evaluation of the sewer collection system to develop anticipated
expenses for the 5-year study period.
3. Review sewer fund data to determine debt service needs, desired reserve fund balances,
and existing wholesale treatment agreement terms.
4. Perform an expenditure and revenue analysis to determine possible shortfalls during the
projected 5-year study period.
5. Perform an analysis of the possible rate structure to meet the anticipated sewer collection
system revenue requirements.
6. Attend up to two meetings with the CITY to discuss the findings and potential
recommendations.
7. Prepare and submit a report summarizing the analysis findings and recommendations.
8. Develop a narrative description of the updated sewer rates for the CITY to print at its
expense and include as a bill stuffer, on the CITY's Web site and in its newsletter, or on
other public informational sites.
9. Participate in one public information meeting following completion of the final draft of
the Sewer Rate Study report.
Schedule
Services will begin upon execution of the associated Agreement, which is anticipated the week
of February 11, 2013. Services are scheduled for completion on June 30, 2013.
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