IGA Oak Brook Park District -Equipment & Vehicles 07-10-2012 INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
THE OAK BROOK PARK DISTRICT
THIS AGREEMENT is effective as of-q/UA1 la , 2012, ("Effective Date") by and
between the VILLAGE OF OAK BROOK ("Vil age"), an 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. EQUIPMENT AND VEHICLES; USE BY PARK DISTRICT;
REPLACEMENT AND MAINTENANCE; COSTS.
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.
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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 seg., 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 Budqet 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:
1. 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
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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:
1. The Park District shall promptly notify the Village of receipt of any such
notice; and
2. 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.
1. 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.
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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 ("Easements' 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:
1. 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
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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.
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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.
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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]
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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 OF OAK BROOK, an Illinois
municipal corporation
By: By.
Village Clerk ri F p Village Manager
ATTEST: AK BROOK PARK DISTRICT, an
e Illinois park district and body corporate
and politic
OU
By: B .
ecreta President
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AGENDA ITEM
Regular Board of Trustees Meeting
of
July 10, 2012
SUBJECT: Resolution Approving Intergovernmental Agreement with Park District
FROM: David Niemeyer, Village Manager
BUDGET SOURCE/BUDGET IMPACT: N/A
RECOMMENDED MOTION: I move to approve attached Resolution R-1188, "A
Resolution Approving And Authorizing An Intergovernmental Agreement By And
Between The Village Of Oak Brook And The Oak Brook Park District"
Background/History:
Attached is a draft intergovernmental agreement between the Village and the Oak Brook Park
District. It accomplishes two things. It sets out a process by which the Park District can borrow
equipment and vehicles from the village. There would be no charge to the park district but they
would take on all risks of using the equipment, agree to return in same condition,pay its share of
maintenance and repair costs, and other conditions. The Park District agrees to let the Village use
the Park District's right-of-way easements for the purpose of providing pedestrian and bicycle
pathways. At this point, the major purpose of this provision is to allow the Village use of an
easement near the Residence Inn that will connect the Residence Inn with the 22nd Street bike
path.
This is another example of the expanding intergovernmental cooperation with other local
governments in Oak Brook that benefits all Oak Brook taxpayers.
Recommendation:
I recommend that the attached Resolution be approved..
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