R-807 - 05/14/2002 - AGREEMENT - Resolutions Exhibitst e• -
FIRST SUPPLEMENTAL AGREEMENT CONCERNING THE
ESTABLISHMENT OF THE SALT CREEK GREENWAY TRAIL AND
THE PERFORMANCE OF PHASE II ENGINEERING SERVICES
THIS FIRST SUPPLEMENTAL AGREEMENT is made and entered into by and between
the Forest Preserve District of DuPage County, the Addison Park District, the Village of Addison,
the Elmhurst Park District, the Village of Oak Brook, the Village of Lyons, the Forest Preserve
District of Cook County, and Village of Villa Park. Each of the foregoing are hereinafter
individually referred to as an "Agency" and hereinafter collectively referred to as the "Agencies."
WITNESSETH:
f
WHEREAS, on February-3, 1998, the Agencies entered into an intergovernmental agreement
entitled "A Revised Intergovernmental Agreement Providing for the Establishment of the Salt Creek
Greenwa%• Trail and the Performance of Certain Engineering Services," hereinafter referred to as the
-1998 Agreement "'; and
EREAS, under the 1998 Agreement, the parties agreed to participate in the joint, funding
of Phase I engineering services associated with the development and construction of the Salt Creek
Greenwav Trail (defined as the "Project" in the 1998 Agreement); and
REAS, in accordance with the terms of the 1998 Agreement, URS Corporation
(formerly PRW, Inc.), has completed the Phase I engineering work for the Project; and
WHEREAS, pursuant to paragraph 13 of the 1998 Agreement, each Agency committed to
proceed with the Phase II engineering and construction phase of the Project and to enter into
The Village of Brookfield was a arty to the 1998 e
p Agreement but has elected not to be a party to this First
Supplemental Agreement. The Village of Villa Park was not a party to the 1998 Agreement but has determined to
participate in the trail project and to become a party to this First Supplemental Agreement.
RI,%I,'km Salt Creek First Supplement 4 -10 -02 FPD Resolution No 02 -163
appropriate agreements to implement the Phase II engineering and construction phase portions of the
Project; and
WHEREAS, the Agencies desire to proceed with the Phase II engineering and to have the
Forest Preserve District of DuPage County (hereinafter the "DuPage Forest Preserve ") continue to
serve as the lead agency to the same extent as provided for in the 1998 Agreement; andl
WHEREAS, it is the intent of the Agencies that this First Supplemental Agreement is a
continuation of the 1998 Agreement and that all of the terms and conditions in the 1998 Agreement
are incorporated herein and made a part hereof to the extent such terms and conditio4 are not in
conflict with the terms and conditions in this First Supplemental Agreement.
NOW, THEREFORE, in consideration ofthe mutual promises, terms and conditions set forth
herein, and in the spirit of intergovernmental cooperation, the parties agree as follows:
1. Incorporation of Preambles. The preambles set forth above are incorporated herein
and made a part hereof.
2. Lead Agencv. Each Agency hereby recognizes the DuPage Forest Preserve as the
lead agency for the Phase II engineering portion of the Project. In its capacity as the lead agency,
the DuPage Forest Preserve shall be responsible for coordinating all aspects of the Project with the
Consultant identified in paragraph 3, the Illinois Department of Transportation ( "IDOT'i) and the
other Agencies, and for monitoring the engineering services performed by the Consultant.
3. Consulting Agreement. In connection with its role as the lead agency, the DuPage
Forest Preserve will be contracting with the engineering firm of URS Corporation (hereinafter "the
Consultant "), to perform the Phase II engineering work for the Project pursuant to the contract
entitled "Agreement for Consultant Services Between the Forest Preserve District of DuPage County
R11MUkm Salt Creek First Supplement 4 -10 -02 2
PP FPD ResolutionlNo. 02 -163
and UR
herein
Consu
Corporation" (hereinafter the "Consulting Agreement "), which by reference is i
and made a part of this First Supplemental Agreement. Each Agency agrees to provide
pant with such access to its property as may be necessary to perform the engineering work and
to furnish Consultant with such documents, reports, data, studies or other information) within the
Agency's possession as may be relevant to the Project. The DuPage Forest Preserve agrees to require
Consultant, as part of the Consulting Agreement, to purchase and maintain, at Consultan t's cost, the
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insurance coverages specified in Exhibit C of the 1998 Agreement. In addition, the DuPage Forest
Preserve shall require Consultant to defend, hold harmless and indemnify the Agencies, their elected
officials, officers, employees and agents, from and against any and all claims, liabilities, causes of
action, losses, judgments, settlements, damages and expenses (including, but not limited to,
reasonable expert witness and attorney fees) that may at any time arise or be claimed by any person
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or entity, including any employees, agents and subcontractors of Consultant, as a result of bodily
injury, sickness, death or property damage, or as a result of any other claim or suit of any nature
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whatsoever, allegedly arising out of or in any manner connected with, directly or indirectly, the
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negligent or intentional acts or omissions on the part of Consultant or its contractors, subcontractors,
employees or agents in performing the Phase II engineering services provided for in the Consulting
Agreement.
Project Payments. The estimated cost of the Phase II engineering work is
$350,000.00. The estimated cost related to each Agency is identified in the table dated September
24, 2001, entitled "Salt Creek Greenway Trail Phase 2 Engineering Costs Summary 'and Grant
Reimbursement Allocation" (hereinafter the "Cost Summary"), which is attached Hereto and
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incorporated herein as Exhibit A. Each Agency shall, within 30 days of the date of this First
R1N1 /km Salt Creek First Supplement 4 -10 -02 3
pp FPD Resolution No. 02 -163
Suppler
2 Engin
The Dul
until eac
rental Agreement, deposit with the DuPage Forest Preserve the total "Current Estimate Phase
!eringv9 cost of the Phase II engineering services pertaining to its portion of the Project.
age Forest Preserve shall not authorize Consultant to begin any part of the engineering work
h Agency has deposited with the DuPage Forest Preserve the total cost of the Phase II
engineering work as identified in Exhibit A. Each Agency shall annually appropriate such funds as
shall be necessary to carry out its obligations under this Agreement.
5. Reimbursement Payments. The DuPage Forest Preserve shall maintain the funds
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deposited by the Agencies in a separate fund, itemized as to each Agency. During the !course of
performing the engineering work, Consultant shall, pursuant to the terms of the Consulting
Agreement, submit to the DuPage Forest Preserve for its review and approval an itemized payment
invoice acceptable to IDOT specifying in detail the work performed for the period cover' d by the
invoice. Consultant shall submit the itemized payment invoice to the DuPage Forest Preserve for
its review and approval on or about the 15th day of each month. If found to be in compliance with
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the terms of the Consulting Agreement, the DuPage Forest Preserve shall, within 45 days of receipt
of the payment invoice, pay Consultant the amount specified, provided that no Agency has filed a
reasonable written objection with the DuPage Forest Preserve. Within the aforementioned 45 -dav
period, the DuPage Forest Preserve shall also submit a copy of the payment invoice and such other
documents as maybe required to IDOT for reimbursement under the CMAQ grant. Within 45 days
of receiving each reimbursement payment from IDOT, the DuPage Forest Preserve shall pay each
Agency a percentage of the reimbursement amount based upon the percentage of an Agency's current
estimate for the Phase II engineering in relation to the total approved CMAQ cost of 5350,775.00
as shown on the Cost Summary. The reimbursement percentage for each Agency is specified in the
R1�1 /km Salt Creek First Supplement 4 -10 -02 4 FPD Resolution I o 02 -163
Cost St
amount
the Cosl
exceeds
mmary. It is expressly agreed that no Agency shall be entitled to reimbursement in an
greater than the total of the federal share for the Phase II engineering costs as designated in
Summary. If the actual cost of the engineering services performed for a particular Agency
the amount estimated in the Cost Summary, that Agency shall be responsible for the excess.
and shall pay the excess amount to the DuPage Forest Preserve in order to allow for payment to
Consultant in an amount equal to the actual services performed on behalf of the Agency. If, upon
completion of the engineering work, the actual cost of the services performed for an Agency is less
than the estimated amount in the Cost Summary, DuPage awe Forest Preserve shall refund the balance
to that Agency. The DuPage Forest Preserve shall provide each Agency and IDOT with a quarterly
report detailing the status of each Agency's account.
6. Interest Pavments. Any interest accrued from the funds deposited with the DuPage
Forest Preserve pursuant to paragraph 5 shall be retained by the DuPage Forest Preserve to over the
administrative costs associated with administering the Project.
71 Repayment of Grant Funds. If an Agency for any reason terminates its involvement
in the Phase II engineering portion of the Project, it shall serve written notice thereof on the DuPage
Forest Preserve, IDOT and Consultant. In such case, the Agency shall not be entitled to a refund for
any payments made under this First Supplemental Agreement. In addition, if required by IDOT, the
Agency shall be responsible for reimbursing IDOT for all sums paid to the Agency as part of the
80% federal portion of the Phase II engineering costs under the CMAQ grant. The Agency shall pay
the reimbursement directly to IDOT within 30 days of receipt of IDOT 's written demand for
payment.
8.
RIM /km Salt
Cooperation. If an Agency has reason to believe that a violation of this First
Creek First Supplement 4 -10 -02
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FPD Resolution No. 02 -163
Supplemental Agreement has occurred or is occurring, written notice thereof specifying in detail the
violation and the facts supporting the claim shall be served upon the Agency that allegedly
committed or is permitting such violation to occur. The written notice shall also be served on the
DuPage Forest Preserve, MOT and all the other Agencies. The Agencies agree to act in good faith
and to cooperate with each other to resolve any disputes which may arise in the performance of this
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First Supplemental Agreement. In the event an Agency is required to institute any legal faction or
proceeding, whether at law or in equity, to enforce any provision of this First Supplemental
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Agreement, the prevailing party in such action or proceeding (as determined by the court) shall be
entitled to recover all of its costs and expenses, including, but not limited to, reasonable expert
witness and attorney fees. -
9 Indemnification. Each Agency shall defend, hold harmless and indemA ify each
other Agency, its elected officials, officers, employees and agents from and against all claims.
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liabilities causes of action, losses, judgments, settlements, damages and expenses (including, but
not limited to, reasonable expert witness and attorney fees) that may at any time arise or be claimed
by any person or entity as a result of bodily injury, sickness, death or property damage. or as a result
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of any other claim or suit of any nature whatsoever, allegedly arising out of or in any manner
connected with, directly or indirectly, the negligent or intentional acts or omissions of the
indemni�iing Agency's performance of its obligations under this First Supplemental Agreement.
M Construction Phase. By entering into this First Supplemental Agreement, each
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Agency hereby reaffirms its commitment to proceed with the construction phase of the Project, to
enter into an agreement for the construction phase, and to construct that portion of the Project within
its jurisdiction. If an Agency hereafter refuses to participate in the construction phase, it shall not
RiNtArn Salt Creek First Supplement 4 -10 -02 6 FPD Resolution No 02 -16;
be entitled to a refund for the payments made under this First Supplemental Agreement.
PP g reement.
Additionally, it may be required to reimburse IDOT for all sums paid to the Agency as part of the
o
80 /o federal portion of the Phase II engineering costs under the CMAQ grant, which reimbursement
shall be paid in the manner provided for in paragraph 7. j
11. Transfers: No Agency shall sell. assign or otherwise transfer its interest under this
First Supplemental Agreement without the written approval of the other Agencies. The provisions
set forth in this First Supplemental Agreement shall be binding upon and inure to the benefit of the
approved, successors and assigns of the parties.
12. Notices. All notices given under this First Supplemental Agreement shall be
in "citing and shall be either (a) served personally during regular business hours; (b) served b%
facsimile transmission during regular business hours; or (c) served by certified or registered mail.
return receipt requested. properly addressed with postage prepaid and deposited in the United States
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mail. Notices served personally or by facsimile transmission shall be effective upon receipt. and
notices served by mail shall be effective upon receipt as verified by the United States Postal Service.
Notices shall be served at the following addresses: i
Forest Pre'serve District
Forest Preserve District i
of DuPagi County
of Cook County
Attn: Executive Director
Attn: President
3 S 580 Naperville Road
536 N. Harlem Avenue
Wheaton.
IL 60187 -8761
River Forest, IL 60305
Village of
Addison
Addison Park District
Attn: Mayor
Attn: President
131 W. Lake
Street
120 E. Oak Street
Addison, IL
60101
Addison, IL 60101 -2895
Rl�t,:m Salt Creek
First Supplement 4 -10 -02
i
7 FPD Resolution No. 02 -163
Village of Villa Park
Attn: President
20 S. Ardmore
Villa Park, IL 60181
Elmhurst Park District
Attn: President
225 Prospect
Elmhurst, IL 60126
Village of Lyons
Attn: Mayor
7801 W. Ogden Avenue -
Lyons. IL 60534
Village of Oak Brook
Attn: President
1200 Oak Brook Road
Oak Brook, IL 60521
13. Execution. Each Agency shall execute a separate original signature page and send
the original page to the DuPage Forest Preserve. After all the original signature pages have been
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received, the DuPage Forest Preserve shall provide each Agency with a fully executed copy of this
First Supplemental Agreement.
14. Incorporation. The provisions set forth herein represent the entire agreement
between the parties and supersede any previous oral or written agreements with respect to the Phase
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II engineering for the Project, as it is the intent of the parties to provide for integration within the
terms of this First Supplemental Agreement. No provision may be modified in any respect unless
such modification is in writing and signed by each Agency.
IN WITNESS WHEREOF the parties have entered into this First Supplemental Agreement
as of the /3/ day of 2002.
[SIGNATURES CONTAINED ON PAGES 9 -161
Rli'vl /km Salt ;Creek First Supplement 4 -10 -02
8 FPD Resolution No. 02 -163
1
SIGs
THI
IATURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT CONCERNING
ESTABLISHMENT OF THE SALT CREEK GREENWAY TRAIL AND' THE
PERFORMANCE OF PHASE II ENGINEERING SERVICES
i
FOREST PRESERVE DISTRICT
OF DUPAGE COUNTY
By: _
President
Attest:
Secretary
APPROVAL AUTHORIZED BY:
Resolution No. 02 -163
Robert I. Mork
BOND, MORK & DICKSON, P.C.
203 East Liberty Drive
Wheaton, IL 60187
(630) 681 -1000
(Signatures continued on pages 10 through 16)
Ri�likm Salt Creek First Supplement 4 -10 -02 9 FPD Resolution No. 02 -163
I
SIGNATURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT CONCERNING
THE ESTABLISHMENT OF THE SALT CREEK GREENWAY TRAIL AND
THE PERFORMANCE OF PHASE II ENGINEERING SERVICES
i
FOREST PRESERVE DISTRICT
OF COOK COUNTY
By:
President
Recommended:
Chief Construction Engineer
Director of Planning & Development
General Superintendent
APPROVAL AUTHORIZED BY:
Ordinance No.
Resolution No.
RLNUkm Salt (
Attest:
Secretary
(Signatures continued on pages 11 through 16)
reek First Supplement 4 -10 -02 10 FPD Resolution No 02 -163
SIGN,
kTURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT PROVIDING FOR
3E ESTABLISHMENT OF A SALT CREEK GREENWAY TRAIL AND THE
PERFORMANCE OF CERTAIN ENGINEERING SERVICES
VILLAGE OF ADDISON
By:
Village President
Attest:
Village Clerk
APPROVAL AUTHORIZED BY:
Resolution No. R -98 -11
(Signatures continued on pages 12 through 16)
R1N1 /km Salt Creek First Supplement 4 -10 -02
11 FPD Resolution mo. 02 -163
i
SIGNATURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT PROVIDING FOR
THE ESTABLISHMENT OF A SALT CREEK GREENWAY TRAIL AND THE
PERFORMANCE OF CERTAIN ENGINEERING SERVICES
i
ADDISON PARK DISTRICT
By:
President
i
Attest:
Secretary
APPROVAL AUTHORIZED BY:
Ordinance No.
Resolution No.
(Signatures continued on pages 13 through 16)
RIN1 /km Salt Creek First Supplement 4 -10 -02
12 FPD Resolution N 02 -163
{
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SIGNATURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT PROVIDING FOR
THE ESTABLISHMENT OF A SALT CREEK GREENWAY TRAIL AND THE
PERFORMANCE OF CERTAIN ENGINEERING SERVICES
VILLAGE OF VILLA PARK
By:
Village President
Attest:
Village Clerk
APPROVAL AUTHORIZED BY:
i
Ordinance No.
Resolution olu on N o.
(Signatures continued on pages 14 through 16)
RltiUkm Salt Creek First Supplement 4 -10 -02 13
FPD Resolution No. 02 -163
SIGNATURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT PROVIDING
FOR THE ESTABLISHMENT OF A SALT CREEK GREENWAY-TRAIL AND
THE PERFORMANCE OF CERTAIN ENGINEERING SERVICES
ELMHURST PARK DISTRICT
By:
President
Attest:
Secretary
APPROVAL AUTHORIZED BY:
Resolution No. R -01 -98
(Signatures continued on pages 15 through 16)
R1vi 1km Salt Creek First Supplement 4 -10 -02
14 FPD Resolution No 02 -163
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SIGNATURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT PROVIDING
FOR THE ESTABLISHMENT OF A SALT CREEK GREENWAY- TRAIL AND
THE PERFORMANCE OF CERTAIN ENGINEERING SERVICES
VILLAGE OF LYONS
By:
Village President
Attest:
Village Clerk
APPROVAL AUTHORIZED BY:
Resolution No.3- 17 -98 -02
(Signatures continued on page 16)
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Rl�tikm Salt Creek First Supplement 4 -10-02 15
FPD Resolution No. 02 -163
i
SIGNATURE PAGE FOR FIRST SUPPLEMENTAL AGREEMENT PROVIDIiNG
FOR THE ESTABLISHMENT OF A SALT CREEK GREENWAY TRAIL AND
THE PERFORMANCE OF CERTAIN ENGINEERING SERVICES �
i
APPROV
VILLAGE OF OAK BROOK
B
Village President
►L AUTHORIZED BY:
olution No. 98- AG -EXI -R -702
RINUkm Salt Creek First Supplement 4 -10 -02 16 FPD Resolution No 02-163
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