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IGA County of DuPage & VOB for Mowing County Rds. (Amendmnt) 11-25-2014 Other Action Item 14-15-197 DT-R-0022A-14 AMENDMENT TO RESOLUTION DT-R-0022-14 INTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF DU PAGE AND THE VILLAGE OF OAK BROOK FOR MOWING ALONG COUNTY ROADS AND RIGHTS-OF-WAY WHEREAS, the County of DuPage (hereinafter referred to as COUNTY) and the Village of Oak Brook(hereinafter referred to as VILLAGE)previously entered into an intergovernmental agreement for mowing along County roads and rights-of-way on May 13, 2014 (hereinafter referred to as AGREEMENT); and WHEREAS, the COUNTY desires to amend the AGREEMENT to revise indemnification and insurance language to require that the VILLAGE's contractors, if any, maintain the same insurance required of the VILLAGE; and WHEREAS, the COUNTY has prepared the attached First Amendment to the AGREEMENT with the VILLAGE and said First Amendment must be executed. NOW, THEREFORE, BE IT RESOLVED that Resolution DT-R-0022-14 is hereby amended and that the Chairman and Clerk of said Board are hereby directed and authorized to execute the attached First Amendment to the AGREEMENT; and BE IT FURTHER RESOLVED that the County Clerk shall transmit a copy of this Resolution and executed First Amendment to the AGREEMENT to the VILLAGE, by and through the Division of Transportation. Enacted and approved this 24th day of February, 2015 at Wheaton ois. ANIEL-J. CRONIN, CHAIRMAN DU PAGE COUNTY BOARD Attest: PAUL HINDS, COUNTY CLERK Ayes: 16 Absent: 2 FIRST AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT BETWEEN COUNTY OF DU PAGE AND THE VILLAGE OF OAK BROOK FOR MOWING ALONG COUNTY ROADS AND RIGHTS OF WAY This First Amendment to the Intergovernmental Agreement Between the County of DuPage and the Village of Oak Brook For Mowing along County Roads and Rights of Way (hereinafter referred to as the"FIRST AMENDMENT"), is entered into this Athday of February ,2015 between the County of DuPage,a body corporate and politic of the State of Illinois, ("hereinafter referred to as the"COUNTY") and the Village of Oak Brook,a municipal corporation (hereinafter referred to as the"VILLAGE"). The COUNTY and the VILLAGE are hereinafter individually referred to as a"party"or together as the"parties." WITNESSETH WHEREAS,the COUNTY and the VILLAGE entered into an Intergovernmental Agreement For Mowing Along County Roads and Rights of Way(hereinafter referred to as the "AGREEMENT")executed by the COUNTY on May 13, 2014, a copy of which is incorporated herein by reference; and WHEREAS,the COUNTY desires to revise the indemnification language and revise the insurance paragraphs of the AGREEMENT to require the VILLAGE's contractors, if any,to maintain the same insurance required of the VILLAGE; and WHEREAS,the VILLAGE agrees that it is in the best interests of the citizens of the VILLAGE and the COUNTY to amend the AGREEMENT. NOW,THEREFORE, in consideration of the premises and mutual covenants contained herein,the COUNTY and VILLAGE agree as follows: 1.0 RECITALS INCORPORATED 1.1 The foregoing recitals are incorporated herein by reference as though fully set forth. 2.0 AMENDMENT 2.1 That Paragraph 7. (f)of the GENERAL CONDITIONS be replaced to read as follows and is incorporated herein: "The VILLAGE shall require all approved contractors, anyone directly or indirectly employed by them, or by anyone for whose acts any of them may be liable under this AGREEMENT,to acquire and maintain the insurance as set forth in Paragraph 7. (a) to (d)of the AGREEMENT. The COUNTY retains the right to obtain evidence of contractor's insurance coverage at any time. The VILLAGE will ensure that its contractors First Amendment-MowingAgreement and subcontractors name the COUNTY as an additional insured as set out in the paragraphs below. The VILLAGE understands that it is to the VILLAGE's benefit to diligently enforce this insurance requirement as the VILLAGE shall indemnify the COUNTY, its officials,officers,agents,and employees from all liability, in its performance under this AGREEMENT pursuant to the terms in Paragraph 6 herein." 2.2 That the term"CONSULTANT"in Paragraph 7. (g)of the GENERAL CONDITIONS of the AGREEMENT be replaced in each instance to read "CONTRACTOR"and is incorporated herein. 2.3 That within the GENERAL CONDITIONS of the AGREEMENT,Paragraph 6 shall be replaced to read as follows and is incorporated herein: "6. Indemnification (a) The VILLAGE shall indemnify, hold harmless and defend the COUNTY, its officials, officers,agents,and employees from and against all liability, claims, suits, demands,proceedings and actions, including costs, fees and expense of defense, arising from, growing out of, or related to, any loss, damage, injury,death,or loss or damage to property resulting from, or connected with,the VILLAGE's negligent or willful acts,errors or omissions or any of the VILLAGE contractor's or agent's negligent or willful acts in its performance under this AGREEMENT. The indemnification set forth herein shall not extend to any injury or damage caused by the negligent or willful acts,errors or omissions of the COUNTY or its officers, agents and employees. (b) Nothing contained herein shall be construed as prohibiting the COUNTY, its officials, directors, officers and employees, at their sole cost and expense, from defending through the selection and use of their own agents,attorneys and experts, any claims, suits,demands,proceedings and actions brought against them. Pursuant to Illinois law, any attorney representing the COUNTY,under this paragraph or paragraph 6.(a),who is not already an Assistant State's Attorney, is to be appointed a Special Assistant State's Attorney, in accordance with the applicable law. The COUNTY's participation in its defense shall not remove the VILLAGE's duty to indemnify, defend, and hold the COUNTY harmless,as set forth above provided,however,that the VILLAGE shall have the authority to direct the defense and to settle any claim, suit, demand,proceeding or action against the COUNTY for which the VILLAGE would be required to indemnify the COUNTY hereunder subject to the approval of the State's Attorney to settle all claims. The State's Attorney shall not unreasonably withhold such approval. (c) Any indemnity as provided in this AGREEMENT shall not be limited by reason of the enumeration of any insurance coverage herein provided. The First Amendment-MowingAgr. 2 11/2512014 VILLAGE's indemnification of the COUNTY shall survive the termination,or expiration, of this AGREEMENT. (d) The COUNTY does not waive,by these indemnity requirements,any defenses or protections under the Local Governmental and Governmental Employees Tort Immunity Act(745 ILCS 10/1 et seq.) or otherwise available to it, or to the VILLAGE, under the law." 2.4 It is mutually agreed by and between the parties hereto that all covenants contained in the AGREEMENT which are not in conflict with this FIRST AMENDMENT shall remain in full force and effect and are incorporated herein. IN WITNESS WHEREOF,the parties have caused this FIRST AMENDMENT to be executed in duplicate counterparts,each of which shall be co d as an original by their duly authorized officers as of the date first a oK written. Daniel J.Cronin, Chairman DuPage County Board ATTEST: Paul Hinds, County Clerk Gopal G. Lalmalani,President Village of Oak Brook �r ATTEST: Charlotte Pruss,Village Clerk Village of Oak Brook First Amendment-MowingAgr. 3 11/25/2014 oP� K � DuPage County DIVISION OF TRANSPORTATION COUNTY BOA CH IRMAlrN� (630)407-6900 FACSIMILE(630)407-6901 March 2, 2015 Mr.Riccardo Ginex Village Manager Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Re: Resolution DT-R-0022A-14 First Amendment to the Intergovernmental Agreement for Mowing Dear Mr. Ginex: Enclosed for your file are the executed Resolution and First Amendment to the Intergovernmental Agreement between County of DuPage and the Village of Oak Brook for mowing along county roads of right of way. Please notify the County in writing if the Village will be using their own forces or using a contractor for the work covered under the Agreement/Amendment. If you have any questions or concerns,please feel free to contact me at 630.407.6900. Very truly yours, Christopher C. Snyder,P.E. Director of Transportation/County Engineer JV/Enc. Cc (via e-mail only): J.Kawka/DuPage DOT J.Pieroni/DuPage DOT A. Dolan/DuPage DOT E.Hitchcock/DuPage DOT JTK ADMINISTRATION BUILDING • 421 N.COUNTY FARM ROAD WHEATON,IL 60187-2553