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16-110 Resolution No. 16-110 RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT WITH FOX RIVER WATER RECLAMATION DISTRICT FOR CONSTRUCTION OF A SLUDGE TRANSFER MAIN IN CONNECTION WITH THE SLUDGE TRANSFER MAIN PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute an Intergovernmental Agreement with Fox River Water Reclamation District on behalf of the City of Elgin for construction of a sludge transfer main in connection with the Sludge Transfer Main Project, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: August 24, 2016 Adopted: August 24, 2016 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk AN INTERGOVERNMENTAL AGREEMENT REGARDING A SLUDGE TRANSFER MAIN PROJECT BETWEEN THE CITY OF ELGIN AND THE FOX RIVER WATER RECLAMATION DISTRICT THIS AGREEMENT is made and entered into by and between the FOX RIVER WATER RECLAMATION DISTRICT, a municipal corporation of Kane and Cook Counties, Illinois, a i sanitary district organized pursuant to the Sanitary District Act of 1917,(70 ILCS 2405/11 et seq.), having its principal office located at 1957 LaFox Street (Rte 31), South Elgin, Illinois, 60177, (hereinafter referred to as the "District"); and The CITY OF ELGIN, an Illinois municipal corporation,having its principal office at 150 Dexter Court, Elgin, Illinois 60120-5555, (hereinafter referred to as the "City"); and WHEREAS, Article VII, Section 10 of the Constitution of the State of Illinois, 1970, authorizes units of local government, including municipalities, to enter into contracts to exercise, combine or tiansfer any power or function not prohibited to them by law or ordinance; and WHEREAS,the District and the City are units of local government within the meaning of Section 10 of Article VII of the Constitution of the State of Illinois; and WHEREAS, Illinois Compiled Statutes, Chapter 5, Section 220/1 et seq., known as the "Intergovernmental Cooperation Act," authorizes units of local government in Illinois to exercise jointly with any other public agency within the state, including other units of local government, any power, privilege, or authority which may be exercised by a unit of local government individually and to enter into contracts for the performance of governmental services, activities and undertakings; and WHEREAS, the District and the City are public agencies within the meaning of the Intergovernmental Cooperation Act; and 1 WHEREAS, the District and City are authorized to contract among themselves to obtain or share services, or exercise, combine, or transfer any power or function, in any manner not prohibited by law. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the District and the City agree as follows: 1. Recitals. That the foregoing recitals are hereby incorporated into this Agreement in their entirety. 2. Project. This agreement involves the construction of a sludge transfer main by the District from Sanitary Control Box No. 1 located near Route 20 and the Highlands Golf Course to Sanitary Control Box No. 2 located near the intersection of Route 20 and Route 31. The sludge transfer main will run along Route 20 from Control Box No. 1 to Control Box No. 2. Attached Figure 1 shows the location of the proposed sludge main. The parties will also enter into an easement for a sanitary sewer and temporary construction which contains an exhibit depicting the location of the easements (the "Easement Agreement"). 3. Tree Replacement. At the conclusion of the sludge transfer main construction contract the City will replace trees that were removed during construction. The location, number and types of replacement trees to be planted by the City shall be as determined by the City. The City has an annual contract with a landscape contractor to replace trees. The City will utilize this contractor to replace the trees removed within the project site. Upon completion of tree replacement work, the City will submit an invoice to the District for reimbursement. Under this Agreement, the District has provided a not-to-exceed budget of$10,000.00, for the replacement of trees impacted by the Project construction operations. 2 4. Construction Access and Staging Areas. City agrees to permit the District to use the eastern access road extending from the Elgin Sports Complex out to State Street(Route 31)for construction ingress and egress(the"Eastern Access"). Such Eastern Access is depicted on Figure 1 prepared by Burns & McDonnell attached hereto and made a part hereof. Such Eastern Access is identified on Figure 1 as portions of"Middle Road" and "Central Road" and is further identified as "Access Project Location from Route 31". The City also agrees to permit the two locations on the City's property to be temporarily designated and used for construction staging as identified on the attached Figure 1 as Contractor's Staging Area and Contractor's Alternate Staging Area (the "Contractor's Staging Areas"). Both Contractor's Staging Areas are needed for the Project. Further, District agrees not to use, and that its contractors shall not use, the Elgin Sports Complex access road lying West of the Westerly terminus of the subject sanitary sewer easement and temporary construction easement. Notwithstanding anything the contrary in this Agreement, it is agreed and understood that the City shall at all times continue to have full and unrestricted access to all of the City's property and the facilities located thereon whether during construction activities by FRWRD in the Easement Premises, the temporary construction easement premises and the Previous Easement Premises, or during any subsequent maintenance or repair in the Easement Premises and the Previous Easement Premises. The District's rights to use the Eastern Access and the Contractor's Staging Areas as provided herein shall be deemed terminated upon the completion of the original construction of the Sanitary Sewer Improvements in the Easement Premises and the Previous Easement Premises(such premises are as defined in the Easement Agreement)but in any event such rights shall automatically expire two years(2)from the date and year first written above. Following the completion of the construction Project FRWRD shall promptly repair and restore the Eastern Access and the Contractor's Staging Areas to the same conditions as existed 3 immediately prior to the use thereof by FRWRD as are reasonably practical. FRWRD for itself, its employees, agents and independent contractors, hereby further agrees to indemnify and hold the City, its officials, officers, employees, agents, successors and assigns, harmless from claims arising out of FRWRD's or its contractors use of the Eastern Access or the Contractor's Staging Areas during construction. FRWRD further agrees to indemnify and hold harmless the City from any and all liens placed against the Eastern Access or the Contractor's Staging Areas arising from the use thereof. 5. Good Faith. The parties shall at all-time act in good faith under this Agreement to further the objectives of the parties as evidenced by the terms of this Agreement. 6. Assignment. Neither the District nor City shall assign or transfer any rights under or interest in this Agreement without the written consent of the other and except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 7. Agreement/Amendment. Except as provided for in the Easement Agreement being entered into concurrently with this Agreement represents the entire understanding and agreement between the District and City pertaining to the Project as described above and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the District and City. This agreement is and shall be deemed to construe to be a joint and collective work product of the District and the City and, as such, this Agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any 4 inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 8. No Waiver. Failure of the City or the District to insist upon strict and punctual performance of any terms or conditions of this Agreement shall not be construed to constitute a waiver of, or estoppel against, asserting the rights to require such performance. Neither shall a waiver nor an estoppel in one instance constitute a waiver or an estoppel with respect to a later default, whether similar or dissimilar in nature. 9. Severability. If any part of this Agreement is determined by a court to be in conflict with statute or constitution or to be unlawful for any reason,the parties intend that the remaining provisions of this Agreement shall remain in full force and effect and be enforced to the greatest extent provided by law. 10. Law. This Agreement shall be governed by the laws of the State of Illinois and District and City will at all times comply with all applicable Jaws, rules, and regulations that may affect the subject matter of this Agreement or the parties hereto. 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. 11. No official , director, officer, agent or employee of the District or 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 District shall require that the contractors working on all portions of the Project shall maintain reasonable levels of liability insurance with coverage and amounts subject to the City's reasonable approval and shall name the District and the City as additionally 5 insured parties and supply certificates thereof to District prior to commencement of work on the Project. The District shall share copies of the certificates with the City. 13. Notices. Any notices required hereunder or by law shall be in writing and directed to the parties at the following addresses: To District: Robert Trueblood, General Manager Fox River Water Reclamation District PO BOX 328 Elgin, IL 60121-0328 With a Copy To: Douglas J. Scheflow, District Attorney Scheflow & Rydell 63 Douglas Avenue, Suite 200 Elgin, IL 60120 To City: Sean R. Stegall, City Manager City of Elgin 150 Dexter Court Elgin, Illinois 60120 With a Copy To: William Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120 14. Authority. Both parties represent to each other that they are duly organized and validly existing and have full power and due authority to execute, deliver, and perform this Agreement in accordance with their terms. Such execution, delivery, and performance have been fully authorized by all necessary action and approved by each governmental authority or other party, and the obligations are the legal , valid, and binding obligations of each, enforceable in accordance with their terms. 6 The District and the City have executed this Agreement as of the 23rd day of September , 2016. FOX RIVER WATER RECLAMATION DISTRICT By:c1¢! '('ce--t_ Bruce R.Corn, ' s President ATTEST: �jamin P.Bernal, its Clerk STATE OF ILLINOIS ) ) ss. COUNTY OF KANE ) I,the undersigned,a Notary Public,in and for the said County in the State aforesaid, DO HEREBY CERTIFY that Bruce R. Corn, President and Benjamin P. Bernal, Clerk of the FOX RIVER WATER RECLAMATION DISTRICT, who are personally known to me to be the same persons whose names are subscribed to the foregoing instrument as such President and Clerk, appeared before me this day in person and severally acknowledged that they signed sealed and delivered the said instrument in writing as their free and voluntary act and as the free and voluntary act of the said FOX RIVER WATER RECLAMATION DISTRICT for the uses and purposes therein set forth, pursuant to authority given by the Board of Trustees of said District and caused the corporate seal of said District to be thereto attached. Given under my hand and notarial seal this day of Ck- IGJ' , 2016. OFFICIAL SEAL DOUGLAS J SCHEFLOW { NOTARY PUBLIC-STATE OF ILLINOIS t:?'!COP tMISSION EXPIRES 08/31/20 rOtarY Public 7 CITY OF ELGIN, an Illinois municipal corporation BY �L■i e � . David Kaptain, ayor Attest: Af-f/4-4 -7)(?"1.-A Kimberly Dewis, City Clerk STATE OF ILLINOIS ) ) ss. COUNTY OF KANE ) I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, do hereby certify that David Kaptain, Mayor, and Kimberly Dewis, City Clerk, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledge that they signed and delivered the said instrument as the free and voluntary act of the City of Elgin, for the uses and purposes therein set forth. Given under my hand an official seal, this day of f , 2016. "OFFICIAL SEAL" EARS E FURMAN ��` � _� 3, Notary Public,State of Blois ois My Commission Expires 19 Notary Public F:\Legal Dept\Agreement\Intergovernmental Agr-Route 31-FRWRD-Sludge Transfer-clean 8-2-16.docx 8 MINN!WWI■1 ®IMO MIN,-MAIM W.ARV,•..a,. US ROUTE 20 • PHASE III PROJECT LOCATION ELGIN SPORTS COMPLEX O �• 2 x PHASE IV PROJECT LOCATION FRWRD ADP WRF 1 ■, FRWRD WEST WRF .' � N 0 600' 1200' SCALE IN FEET Figure 1 BURNS Fox River Water Reclamation District �MfDONNELL Phase III&IV Sludge Transfer Mai Location Map mai