Loading...
R-1196 - 09/11/2012 - FIRE DEPT. - Resolutions (2)RESOLUTION 2012 -FD- PSI- AG -EX -R -1196 A RESOLUTION APPROVING A COMPENSATION AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND PARAMEDIC SERVICES OF ILLINOIS WHEREAS, on August 28, 2011, the Village of Oak Brook ( "Village ") entered into a three -year agreement with Paramedic Services of Illinois ( "PSI ") for PSI to provide the Village paramedic services ( "Agreement'); and WHEREAS, Section 18 of the Agreement provides that PSI's compensation shall be evaluated and adjusted to a mutually agreed upon rate based on the cost of PSI's employee benefits and operational costs; and WHEREAS, the Village and PSI have evaluated and negotiated a 2.5 percent increase in PSI's compensation ( "Compensation Agreement', attached hereto as Exhibit A; and WHEREAS, the Village President and Board of Trustees hereby find and determine that it is in the best interest of the Village to approve and enter into the Compensation Agreement; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are incorporated into, and made a part of, this Resolution as the findings of the Village President and Board of Trustees. Section 2: Approval of the Compensation Agreement. The President and Board of Trustees hereby approve the Compensation Agreement in substantially the same form as attached hereto as Exhibit A. Section 3: Authorization and Execution of the Compensation Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the final Compensation Agreement on behalf of the Village after review and approval of the final form of the Compensation Agreement by the Village Attorney. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2012 -FD- PSI- AG -EX -R -1196 PSI Agreement Page 2 of 3 APPROVED THIS 11th day of September, 2012. Gopal G. Lalmalani Village President PASSED THIS 11th day of September, 2012. Ayes: Trustees Manzo, Mov and Wolin Nays: None Absent: Tri,gfPPR etitis- vysyF and Zannis ATIT Charlotte K. Pruss Village Clerk Resolution 2012 -FD- PSI- AG -EX -R -1196 PSI Agreement Page 3 of 3 EXHIBIT A INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND THE OAK BROOK PARK DISTRICT THIS AGREEMENT is effective as of , l b 2012, ( "Effective Date ") by and between the VILLAGE OF OAK BROOK ( "Village -),tan Illinois municipal corporation, and the OAK BROOK PARK DISTRICT ( "Park District'), an Illinois park district and body corporate and politic (collectively, the "Parties "). In consideration of the mutual promises of the Parties hereto made each to the other for good and valuable consideration, the Village and the Park District hereby agree as follows: SECTION 1. RECITALS. A. Article VII, Section 10 of the Illinois Constitution of 1970 provides for intergovernmental cooperation between units of local government such as the Village and the Park District, including the power to contract or otherwise associate among themselves to obtain or share services and to exercise, combine or transfer any power or function in any manner not prohibited by law or by ordinance and to use their credit, revenues and other resources to pay costs related to intergovernmental activities. The Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., further authorizes such intergovernmental cooperation. B. As of the Effective Date, the Village owns various equipment, motor vehicles, tools and implements (collectively "Equipment and Vehicles "). C. The Park District desires from time to time to borrow from the Village and use certain Equipment and Vehicles. D. The Village desires to permit the Park District to borrow and use such Equipment and Vehicles. E. It has been determined by the Village President and Board of Trustees and the Park District Park Board Commissioners, respectively, that this Agreement is in the best interests of the Village, the Park District and the public health, safety and welfare of persons and property within the Village and the Park District. SECTION 2. A. Terms of Use. The Park District may request to borrow from the Village and use Equipment and Vehicles as are needed by the Park District and not then being used or otherwise committed by the Village ( "Loaned Equipment'). The Park District must notify and obtain approval to borrow Loaned Equipment from the Village, which the Village may grant or deny approval in its sole discretion. Notice shall be provided as described in Section 7.A of this Agreement. B. Cost of Shared Use. Loaned Equipment provided pursuant to this Agreement shall be at no charge to the Park District unless otherwise agreed upon in writing between the Parties. C. Operation of Loaned Equipment. The Park District shall not allow any person to use the Loaned Equipment unless that person is properly trained, experienced, qualified, and licensed to use the Loaned Equipment. The Park District shall not allow any third -party to use the Loaned Equipment unless it receives prior written approval from the Village, which the Village can deny in its sole discretion. D. Compliance with Applicable Law. The Park District shall operate or use the Loaned Equipment in compliance with all applicable laws, statutes, regulations, and ordinances including, without limitation, any applicable licensing or permitting requirements. E. Return After Use. 1. The Park District shall return the Loaned Equipment to the Village promptly after use and in the same condition as when it was borrowed, except for ordinary wear and tear. 2. The Park District shall return the Loaned Equipment to the Village immediately upon request by the Village if the Village determines, in its sole discretion, that the Loaned Equipment is being or has been operated or used in a dangerous, hazardous, or unlawful manner, or by personnel who are not capable, experienced, qualified, or properly licensed to operate or use the Loaned Equipment. In the event that the Loaned Equipment is returned pursuant to this Section 2.E.2, that Park District shall return the Loaned Equipment in the same condition as when it was borrowed, except for ordinary wear and tear. F. Assumption of Risk. The Park District agrees to assume the full risk of any injuries, including death, and all costs, damages, and losses that the Park District or its members, employees, agents, contractors, officers, representatives, and participants in its programs may sustain relating to the use of the Loaned Equipment. IT IS EXPRESSLY AGREED THAT ANY EQUIPMENT OR VEHICLES BORROWED BY THE PARK DISTRICT FROM THE VILLAGE ARE LOANED TO THE PARK DISTRICT "AS IS, WHERE IS," WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, EVEN AS TO THE CONDITION, MAINTENANCE OR SUITABILITY OF SUCH LOANED EQUIPMENT FOR THE USE INTENDED BY THE PARK DISTRICT, WITHOUT REGARD TO THE PRESENCE OF APPARENT OR HIDDEN DEFECTS. THE PARK DISTRICT ACKNOWLEDGES AND DECLARES THAT NEITHER THE VILLAGE NOR ANY PARTY, WHOMEVER, ACTING OR PURPORTING TO ACT IN ANY CAPACITY WHATSOEVER ON BEHALF OF THE VILLAGE HAS MADE ANY DIRECT, INDIRECT, EXPLICIT OR IMPLICIT STATEMENT, REPRESENTATION OR DECLARATION, WHETHER BY WRITTEN OR ORAL STATEMENT OR OTHERWISE, AND UPON WHICH THE PARK DISTRICT HAS RELIED, CONCERNING THE EXISTENCE OR NON - EXISTENCE OF ANY QUALITY, CHARACTERISTIC OR CONDITION OF ANY LOANED EQUIPMENT. THE PARK DISTRICT SHALL HAVE ACCESS TO THE LOANED EQUIPMENT FOR INSPECTION PRIOR TO ACCEPTING EACH PIECE OF LOANED EQUIPMENT FROM THE VILLAGE, WHICH THE PARK DISTRICT DEEMS SUFFICIENTLY DILIGENT FOR THE PROTECTION OF THE PARK DISTRICT'S INTERESTS. #11223085_v5 G. Maintenance and Repair. The Park District shall pay its share of the maintenance and repair costs for all Loaned Equipment ( "Maintenance and Repair Costs "). The Maintenance and Repair Costs shall be the actual costs incurred by the Village as a result of the Park District's use of the Loaned Equipment, or if the actual costs cannot be calculated, the pro rata share of the Village's monthly costs to maintain and repair the Loaned Equipment based on the number of days the Park District possesses the loaned Equipment in any given month. H. Invoice Content; Payment of Invoices. The Village shall present an invoice for Maintenance and Repair Costs to the Park District after the Park District's operation or use of the Loaned Equipment. The Park District shall, in compliance with the Illinois Local Government Prompt Payment Act, 50 ILCS 505/1 et seq., promptly pay all invoices issued by and payments due to the Village (ordinarily within 30 calendar days of receipt). Penalties for late payment shall be as provided in the Illinois Local Government Prompt Payment Act. I. Obligation to Budget and Levy Sufficient Funds. The Park District agrees to appropriate or budget and to levy sufficient funds as may be necessary to implement their respective obligations under this Agreement. SECTION 3. INSURANCE; CLAIMS. A. Coverage Provided. The Park District shall at all times during the term of this Agreement, at its own expense, maintain the following insurance coverage with the following minimum limits during the term of this Agreement, which shall cover the Loaned Equipment, including damage or loss from fire, casualty, or theft, and any liabilities that the Park District is obligated to cover pursuant to this Agreement: Commercial General Liability - $3,000,000.00; 2. Business Auto Liability, including comprehensive and collision coverage, for vehicles operated or used pursuant to Section 2 of this Agreement - $2,000,000.00; 3. Property Damage for any Loaned Equipment operated or used pursuant to Section 2 of this Agreement - $5,000,000.00; 4. First Party Property except for real property owned or leased - $3,000,000.00; 5. Statutory Workers' Compensation for employees who operate or use Loaned Equipment pursuant to Section 2 of this Agreement; and 6. Employers' Liability for employees who operate or use Loaned Equipment pursuant to Section 2 of this Agreement $1,000,000.00. B. Proof of Coverage. The Park District agrees to furnish the Village a certificate of coverage and copies of the actual additional insured endorsement detailing the insurance coverage required pursuant to the Section 3.A. of this Agreement. The Park District shall include the Village, its officials, employees, volunteers, and agents as an additional insured on #11223085_v5 all the coverages required by this Agreement. Coverage shall be provided on a primary and non - contributory basis to the Village, and the Park District shall deliver its certificate and appropriate endorsements to the Village as evidence of such coverage within 30 days after the Effective Date and annually thereafter within 30 days preceding renewal of such coverages. C. Termination of Coverage. If the Park District insurance coverage is terminated for any reason during the term of this Agreement: The Park District shall promptly notify the Village of receipt of any such notice; and The Park District agrees to use best efforts to provide comparable coverage either through membership in a joint risk management association or through commercial insurance carriers. D. Loaned Equipment Claims. Insurance. In the event of any claim, cause of action, suit or demand, with the exception of workers' compensation claims, arising out of the operation or use of Loaned Equipment pursuant to Section 2 of this Agreement, whether or not performed by the Park District, or its contractors, agents and /or employees, any and all costs and expenses, including all attorney's fees and court costs incurred in defending any claim, cause of action, suit or demand, shall be charged solely to the Park District's insurance coverage. Should such claim, cause of action, suit or demand fall outside the scope of the coverage provided, any and all costs and expenses related to such claim, cause of action, suit or demand shall be the sole and exclusive responsibility of the Park District. 2. Indemnification. With respect to the borrowing of Loaned Equipment as provided in Section 2 of this Agreement, the Park District agrees to indemnify, defend, release and hold the Village harmless from any and all liability, causes of action, suits, damages or demands of whatsoever nature arising out of the conduct of the Park District, its contractors, agents and /or employees (whether or not authorized) while they are using the Loaned Equipment or the Loaned Equipment is in the possession of the Park District. The Park District further agrees to reimburse the Village, its officers, agents, employees and servants, for any and all attorney's fees and court costs incurred by any of such parties in defending any claim, cause of action, suit or demand for which indemnification has been agreed. The costs and expenses, including attorney's fees and court costs incurred in defending any claim, cause of action, suit or demand, for which indemnification has been agreed, will be solely and exclusively charged to the Park District's coverage. 3. Release. The Park District hereby waives, releases, and discharges any claims or rights of recovery it may have against the Village for any loss or damage arising out of the operation or use of the Loaned Equipment pursuant to Section 2 of this Agreement. #11223085_v5 SECTION 4. RIGHT TO USE EASEMENTS A. Right to Use Easements. Upon written request by the Village, the Park District agrees to reasonably provide the Village written permission, and the Park District shall not unreasonably withhold such written permission, to use the Park District's right -of -way easements and other property interests in the Village ( "Easemenfs'� for the purpose of providing pedestrian and bicycle pathways. B. Coverage Provided. The Village shall maintain the following insurance coverage during the term of this Agreement with following minimum limits, which shall cover the Village's use of the Easements and any liabilities that the Village is obligated to cover pursuant to this Agreement: Commercial General Liability - $10,000,000.00; 2. Business Auto Liability including comprehensive and collision coverage - $2,000,000.00; 3. First Party Property except for real property owned or leased - $10,000,000.00; 5. Statutory Workers' Compensation; and 6. Employers' Liability Insurance - $1,000.000.00. C. Proof of Coverage. The Village agrees to furnish the Park District a certificate of coverage detailing the insurance coverage required pursuant to the Section 4.13. of this Agreement. Coverage shall be provided on a primary and non - contributory basis to the Park District, and the Village shall deliver its certificate and appropriate endorsements to the Park District as evidence of such coverage within 30 days after the Effective Date and annually thereafter within 30 days preceding renewal of such coverages. D. Indemnification. The Village agrees to indemnify, defend, release and hold the Park District harmless from any and all liability, causes of action, suits, damages or demands of whatsoever nature arising out of the conduct of the Village, its contractors, agents and /or employees (whether or not authorized) while they are using the Easements. The Village further agrees to reimburse the Park District, its officers, agents, employees and servants, for any and all attorney's fees and court costs incurred by any of such parties in defending any claim, cause of action, suit or demand for which indemnification has been agreed. The costs and expenses, including attorney's fees and court costs incurred in defending any claim, cause of action, suit or demand, for which indemnification has been agreed, will be solely and exclusively charged to the Village's coverage. E. Assumption of Risk. The Village agrees to assume the full risk of any injuries, including death, and all costs, damages, and losses that the Village or its officers, employees, agents, contractors, representatives, and participants in its programs may sustain relating to the Village's use of the Easements. IT IS EXPRESSLY AGREED THAT ANY EASEMENTS USED BY THE VILLAGE ARE USED "AS IS, WHERE IS," WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, EVEN AS TO THE CONDITION, MAINTENANCE OR SUITABILITY OF SUCH EASEMENTS tl11223085_v5 FOR THE USE INTENDED BY THE VILLAGE, WITHOUT REGARD TO THE PRESENCE OF APPARENT OR HIDDEN DEFECTS. THE VILLAGE ACKNOWLEDGES AND DECLARES THAT NEITHER THE PARK DISTRICT NOR ANY PARTY, WHOMEVER, ACTING OR PURPORTING TO ACT IN ANY CAPACITY WHATSOEVER ON BEHALF OF THE PARK DISTRICT HAS MADE ANY DIRECT, INDIRECT, EXPLICIT OR IMPLICIT STATEMENT, REPRESENTATION OR DECLARATION, WHETHER BY WRITTEN OR ORAL STATEMENT OR OTHERWISE, AND UPON WHICH THE VILLAGE HAS RELIED, CONCERNING THE EXISTENCE OR NON - EXISTENCE OF ANY QUALITY, CHARACTERISTIC OR CONDITION OF ANY EASEMENTS. THE VILLAGE SHALL HAVE ACCESS TO THE EASEMENTS FOR INSPECTION PRIOR TO USING THE EASEMENTS, WHICH THE VILLAGE DEEMS SUFFICIENTLY DILIGENT FOR THE PROTECTION OF THE VILLAGE'S INTERESTS. F. Release. The Village hereby waives, releases, and discharges any claims or rights of recovery it may have against the Park District for any loss or damage arising out of the Village's use of the Easements pursuant to this Section 4. SECTION 5. DISPUTE RESOLUTION A. Negotiation. The Parties desire to avoid and settle without litigation any future disputes that may arise between them relative to this Agreement. Accordingly, the Parties agree to engage in good faith negotiations to resolve any such dispute. If either Party has a dispute about a violation, interpretation, or application of a provision of this Agreement, or a dispute regarding a Party's failure to comply with this Agreement, then that Party may serve on the other Party written notice, delivered as provided in Section 7 of this Agreement, setting forth in detail the dispute, the provisions of this Agreement to which the dispute is related, and all facts and circumstances pertinent to the dispute. The Parties then, within seven days, shall schedule a date certain for representatives of the Parties to meet in a conference to resolve the dispute. Such conference shall be conducted within 30 days after notice of the dispute has been delivered as provided herein. B. Continuation of Services and Payments. During all negotiation proceedings and any subsequent proceedings provided for in this Section 5, the Park District and the Village shall continue to fulfill the terms of this Agreement to the fullest extent possible. The Village shall continue to provide use of Equipment and Vehicles to the Park District as provided by Section 2 of this Agreement. The Park District shall continue to make all payments to the Village for Maintenance and Repair Costs as provided by Section 2 of this Agreement, including all payments about which the Park District has or may have a dispute. C. Remedies. Provided the Parties have met their obligations under Section 5.A, the Parties shall be entitled to pursue such remedies as may be available in law and equity. The requirements of Section 5.A shall be waived in the event of either significant risk of irreparable harm or significant jeopardy to public health and safety. SECTION 6. TERM; TERMINATION A. Initial Term and Renewal Terms. The initial term of this Agreement shall be for one year from the execution date of this Agreement ( "Initial Term "). Thereafter, this Agreement shall automatically renew for successive terms of one year each ( "Renewal Term "), unless otherwise terminated as provided in this Agreement. 0 #11223085_v5 B. Termination. Either party may terminate this agreement by providing to the other party 14 days written notice as provided in Section 7.A of this agreement. SECTION 7. GENERAL PROVISIONS. A. Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) personally, (ii) by a reputable overnight courier, (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid, or (iv) by facsimile. Facsimile notices shall be deemed valid only to the extent they are (a) actually received by the individual to whom addressed and (b) followed by delivery of actual notice in the manner described in either (i), (ii), or (iii) above within three business days thereafter at the appropriate address set forth below. Unless otherwise provided in this Agreement, notices shall be deemed received after the first to occur of (a) the date of actual receipt; or (b) the date is one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) the date is three business days after deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section 7.A, each party to this Agreement shall have the right to change the address or the addressee, or both, for all future notices and communications to them, but no notice of a change of addressee or address shall be effective until actually received. Notices and communications to the Village shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Attention: Village Manager Notices and communications to the Park District shall be addressed to, and delivered at, the following address: Oak Brook Park District 1450 Forest Gate Road Oak Brook, IL 60523 Attention: Executive Director B. Time of the Essence. Time is of the essence in the performance of this Agreement. C. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies, and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other rights, remedies, and benefits allowed by law. D. Non - Waiver. The parties shall not be under any obligation to exercise any of the rights granted to it in this Agreement. The failure of the parties to exercise at any time any right granted to it shall not be deemed or construed to be a waiver of that right, nor shall the failure void or affect the parties' right to enforce that right or any other right. 7 #11223085_v5 E. Consents. Unless otherwise provided in this Agreement, whenever the consent, permission, authorization, approval, acknowledgement, or similar indication of assent of any party to this Agreement, or of any duly authorized officer, employee, agent, or representative of any party to this Agreement, is required in this Agreement, the consent, permission, authorization, approval, acknowledgement, or similar indication of assent shall be in writing. F. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Illinois. G. Severability. Should any provision, covenant, agreement, or portion of this Agreement or its application to any person or property be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person or property shall not be impaired thereby, but the remaining provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. H. Entire Agreement. This Agreement constitutes the entire agreement between the Village and the Park District and supersedes any and all prior agreements and negotiations between them, whether written or oral, relating to the subject matter of this Agreement. I. Interpretation. This Agreement shall be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. J. Amendments and Modifications. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved and executed by the Village and the Park District in accordance with applicable law. K. Changes in Laws. Unless otherwise provided in this Agreement, any reference to laws, statutes, ordinances, rules or regulations shall be deemed to include any modifications of, or amendments to, such laws, statutes, ordinances, rules or regulations that may occur in the future. L. Authority to Execute. The Village hereby warrants and represents to the Park District that the persons executing this Agreement on its behalf have been properly authorized to do so by the Village President and Board of Trustees. The Park District hereby warrants and represents to the Village the persons executing this Agreement on its behalf have been properly authorized to do so by the corporate authorities of the Park District. M. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any Person shall be made, or be valid, against the Village or the Park District. N. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to constitute a duly authorized original. [SIGNATURE PAGE FOLLOWS] #11223085_v5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. ATTEST: Village Clerk ATTEST: 9 #11223085_v5 VILLAGE OF OAK BROOK, an Illinois municipal corporation By: Village Manager '� AK BROOK PARK DISTRICT, an Illinois park district and body corporate > and politic BP� m President