===== PDF PAGE 4 ===== CITY OF WEST CHICAGO INFRASTRUCTURE COMMITTEE AGENDA ITEM SUMMARY ITEM TITLE: Resolution No. 26-R-0085 - Change Order No. 1 - Synagro Central, LLC. - 2026 Water Treatment Plant Waste Lime Sludge Removal Project AGENDA ITEM NUMBER: L/-, -a-, COMMITTEE AGENDA DATE: October 1, 2026 COUNCIL AGENDA DATE: October 5, 2026 STAFF REVIEW: Eddie A. Ramos, Water Treatment Plant Superintendent SIGNATURE _________ _ APPROVED BY CITY ADMINISTRATOR: Viviana Ramirez SIGNATURE _________ _ As part of the City's water treatment process, hydrated lime is used to treat and soften raw water. When the lime bonds with targeted minerals, including radium, calcium, and magnesium, sludge is generated as a byproduct of the treatment process. The sludge is transferred to three exterior holding lagoons, where it remains until it is removed by a contractor. Historically, sludge removal has occurred approximately every two years, with the material transported to a landfill for disposal. The most recent sludge removal project was completed in late 2023. On September 21, 2026, the City Council approved Resolution No. 26-R-0072, awarding a contract to Synagro Central, LLC (Synagro) for the 2026 Water Treatment Plant Waste Lime Sludge Removal Project in an amount not to exceed $528,000.00. On September 15, 2026, prior to the City Council's approval of the contract, Synagro, through its legal counsel, requested amendments to the contract terms to include additional provisions related to force majeure, changes in law, and the waiver of liquidated damages in the event of a force majeure occurrence. The proposed language was reviewed by the City's legal counsel, who determined that the amendments would not affect the contract scope or cost. Therefore, the additional language may be incorporated into the contract through a change order. All other terms and conditions of the contract remain unchanged. ACTIONS PROPOSED: Approve Resolution No. 26-R-0085 authorizing the Mayor to execute Change Order No. 1 with Synagro Central, LLC. of Baltimore, Maryland, for the 2026 Water Treatment Plant Waste Lime Sludge Removal Project, with no increase to the previously approved contract amount of $528,000. COMMITTEE RECOMMENDATION: ===== PDF PAGE 5 ===== RESOLUTION NO. 26-R-0085 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE CHANGE ORDER NO. 1 WITH SYN AGRO CENTRAL, LLC. OF BALTIMORE, MARYLAND, FOR THE 2026 WATER TREATMENT PLANT WASTE LIME SLUDGE REMOVAL PROJECT BE IT RESOLVED by the City Council of the City of West Chicago, in regular session assembled, that the Mayor is hereby authorized to execute Change Order No. 1 with Synagro Central, LLC. of Baltimore, Maryland, for the 2026 Water Treatment Plant Waste Lime Sludge Removal Project in substantially the form attached hereto and incorporated herein as Exhibit "A". APPROVED this 5th day of October 2026. AYES: NAYES: ABSTAIN: ABSENT: Mayor Daniel Bovey ATTEST: David Carlson, City Clerk ===== PDF PAGE 6 ===== AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR CITY OF WEST CHICAGO IL, AND SYNAGRO CENTRAL, LLC This Amendment is dated this 5th day of October 2026 between Synagro Central, LLC 43 5 Williams Court, Suite 100, Baltimore, Maryland 21220 (hereinafter referred to as the "Contractor" or "Synagro") and City of West Chicago, Illinois (hereinafter referred to as the "City " or "West Chicago"), a Municipal/ Governmental Incorporation with principal offices at, 1400 W. Hawthorne Lane, West Chicago, IL., and collectively referred to as the "Parties". WITNESS ETH: WHEREAS, On September 21st, 2026, the Parties did execute Contract (2026 WATER TREATMENT PLANT WASTE LIME SLUDGE REMOVAL) for Lagoon Cleanout and Disposal Services ("Contract") for the Cleanout of the City Lagoon and Transportation, Land Application and Disposal of the City's Biosolids Contained in the Lagoon ("Agreement:) WHEREAS, the parties have negotiated and collectively wish to modify that agreement to implement additional provisions, updates and agreed upon revisions into the original agreement; specifically modifying terms and conditions Sections to include Mutual Force Majeure Protections, Change In Law Language and a Waiver of Liquidated Damages for Force Majeure events. WHEREAS, the Effective Date of this Amendment to the Contract shall be September 21, 2026, the same day as the original agreement. NOW THEREFORE, in consideration of the foregoing, the parties hereby agree to amend and add to the General Terms and Conditions of the Contract the following Provisions into the Agreement which shall now read as follows: A. Force Majeure: Mutual Relief for Force Majeure/Uncontrollable Circumstances: Neither Party shall be liable to the other Party for breach or for failure or delay in the perlormance of its obligations hereunder caused by any act or occurrence beyond its reasonable control, including, but not limited to: fires; floods; strikes ( except any strikes involving a Party's personnel); a change in Federal, State, or local law or ordinance; orders or judgments of any Federal, State or local court, administrative agency or governmental body; change in permit conditions or requirements; accidents; extreme weather conditions including, for example, hurricanes, tornadoes, unusually high amounts of precipitation, unusual extremes of temperature or wind, or unusually extended periods of adverse weather conditions; acts of war, aggression or terrorism (foreign or domestic); riot, insurrection; equipment failure (other than due to the inadequate maintenance thereof); and acts of God. It is specifically understood that, without limitation, none of the following acts, events or circumstances shall constitute an act or occurrence beyond a Party's reasonable control: (i) reasonably anticipated weather conditions normal for the region in which the work is performed or (ii) any failure to pay any sums in accordance with the terms of this Contract. Whenever the 1 ===== PDF PAGE 7 ===== provisions of this Section are believed to apply, the Party relying thereon shall give prompt notice to the other Party of the circumstances, the basis for applicability of this Section and the time required to cure such breach or delay. Contractor shall promptly provide notice of the need, if any, for additional compensation or for renegotiation of terms in order to mitigate the effects of such event or to comply with a change in law or regulation or interpretation thereof. Contractor shall be entitled to additional time and compensation if such event delays performance into a season different from that assumed when this Contract was executed. Contractor and City shall use reasonable best efforts to agree on appropriate mitigating actions under the circumstances." B. Change in Law - During the duration of the agreement, should any federal, state, or local law or ordinance be changed, or should there be an alteration in interpretation of existing law, which impacts the Scope of Work, Time of Performance, or Cost of Performance specified in this agreement, the parties do mutually agree to immediately amend the Scope of Work, Time of Performance, and Cost of Performance of this contract, commensurate with the change in law. If the parties are unable to agree upon changes to Scope of Work, Time of Performance, and Cost of Performance, within 30 days of notification, either party may terminate this agreement, without penalty, provided 45 days notice to the other. C. Ligµidated Damages Waiver for Force Majeure -Liquidated Damages shall not be assessed when the delay in, or impossibility of performance is the result of, or occasioned by a Force Majeure event or circumstance beyond the control of the Contractor." IL REMAINDER - All remaining sections, agreements, covenants, and performance responsibilities between the parties shall remain in full force and effect for the duration of this Agreement, and subsequent dates of continued performance and warranty. IN WITNESS WHEREOF, the City of West Chicago, Illinois and Synagro Central, LLC., each by a duly authorized representative, have executed this Amendment to the Original Agreement as of the date set forth above. Synagro Central, LLC City of West Chicago, IL By. ______ _ ____ _ By:. __________ _ Signature Signature Print Name Date Print Name Date Title Title 2