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HomeMy WebLinkAboutRESOLUTION - 19-15 - 4/28/2015 - AGREEMENT FOREST PRESERVE BUSSERESOLUTION NO. 19-15 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE FOREST PRESERVE DISTRICT OF COOK COUNTY, STATE OF ILLINOIS DEPARTMENT OF NATURAL RESOURCES, THE ILLINOIS NATURE PRESERVES COMMISSION AND THE VILLAGE OF ELK GROVE VILLAGE NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE FOREST PRESERVE DISTRICT OF COOK COUNTY, STATE of ILLINOIS ILLINOIS/DEPARTMENT OF NATURAL RESOURCES, THE ILLINOIS NATURE PERESERVES COMMISSION, AND THE VILLAGE OF ELK GROVE VILLAGE BUSSE WOODS RESERVOIR, NED BROWN FOREST PRESERVE, FOREST PRESERVE DISTRICT OF COOK COUNTY — OPERATIONS AND MAINTENANCE AGREEMENT FOR MULTIPLE -PURPOSE STRUCTURE NO. 1 (MAIN DAM) a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 28'h day of April 2015. APPROVED this 28th day of April 2015. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keegan, Village Clerk - giwnCm ti�scDam AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE FOREST PRESERVE DISTRICT OF COOK COUNTY, STATE of ILLINOIS ILLINOIS/DEPARTMENT OF NATURAL RESOURCES, THE ILLINOIS NATURE PRESERVES COMMISSION, AND THE VILLAGE OF ELK GROVE VILLAGE BUSSE WOODS RESERVOIR, NEI) BROWN FOREST PRESERVE, FOREST PRESERVE DISTRICT OF COOK COUNTY - OPERATIONS AND MAINTENANCE AGREEMENT FOR MULTIPLE -PURPOSE STRUCTURE NO. 1 (MAIN DAM) THIS INTERGOVERNMENTAL AGREEMENT (hereinafter referred to as the "AGREEMENT") is made and entered into this 28th day of April, 2015 by and between the Forest Preserve District of Cook County (hereinafter referred to as the "DISTRICT"), 536 North Harlem Avenue, River Forest, IL 60305, and the State of Illinois/Department of Natural Resources (hereinafter referred to as the "STATE"), One Natural Resources Way, Springfield, IL 62702, and the Illinois Nature Preserves Commission (hereinafter referred to as the "COMMISSION"), One Natural Resources Way, Springfield, IL 62702, and the Village of Elk Grove Village, a municipal corporation and home rule unit of government (hereinafter referred to as the "VILLAGE"), with offices at 901 Wellington Avenue, Elk Grove Village, Illinois. The DISTRICT, STATE, COMMISSION, and VILLAGE are hereinafter sometimes individually referred to as a "Party" or together as the "Parties." RECITALS: WHEREAS, the Seventy -Fourth General Assembly, under House Bill No. 225, approved August 17, 1965, appropriated funds and authorized the Department of Public Works and Buildings, predecessor of the Department of Transportation, to provide detention storage in Busse Forest of the Ned Brown Preserve and related water resource improvements in and along Salt Creek in Cook County; and WHEREAS, a substantial portion of Salt Creek flows through lands owned or controlled by the DISTRICT and the DISTRICT is agreeable to working on a cooperative basis with the VILLAGE to accomplish that work considered necessary to alleviate the cause of flooding with resultant injury and damage to persons and property in this area without negatively impacting the preserve; and WHEREAS, Article VII Section 10 of the Constitution of the State of Illinois authorizes and encourages units of local government to contract or otherwise associate among themselves and with the State to obtain or share services and to exercise, combine, or transfer any power or function; and WHEREAS, the Intergovernmental Cooperation Act 5 ILLS 220/1 et scq., authorizes and encourages cooperative agreements between units of Illinois' state and local government; and Page I of 16 WHEREAS, the parties have determined that it is in their best interests to modify the fixed weir at Multiple -Purpose Structure No. I controlling outflow of the Busse Reservoir; and WHEREAS, the dam is owned by the DISTRICT and the STATE operates the dam as outlined in the November 7, 1972 agreement between the DISTRICT and STATE and also reiterated in the April 12, 1976 "Operational and Maintenance Agreement for Structural Measures" for the Multiple -Purpose Structure No.l between the DISTRICT and the Soil Conservation Service, United States Department of Agriculture; and WHEREAS, the dam modification will be constructed on DISTRICT property, in the Busse Woods Forest Preserve, Elk Grove Village, Cook County, IL; and WHEREAS, an Environmental Assessment has been completed for the dam modifications; and WHEREAS, the VILLAGE has submitted plans and specifications for the proposed dam modifications to the DISTRICT and STATE for approval; and WHEREAS, the DISTRICT, STATE and COMMISSION have provided approval; and WHEREAS, the VILLAGE will undertake the responsibility and expense for the construction of said project; and WHEREAS, the VILLAGE shall accept responsibility and expense for the operation, maintenance; and future repair of the moveable gates, portion of the fixed weir spillway structurally impacted by the presence and operation of the moveable gates and appurtenances; and WHEREAS, the STATE shall accept continued responsibility and expense for the operation and maintenance of the earthen dam embankment, pedestrian bridge and emergency spillway; and WHEREAS, the DISTRICT shall accept continued responsibility and expense for the future repair of the asphalt bike path and landscaping; and Page 2 of 16 WHEREAS, the Illinois State Statute, 70 ILCS 810/8 and Section 2-3-1 of the DISTRICT's Code authorizes the DISTRICT to grant licenses for the construction, use and maintenance of structures on its property as well as for public works, and further provides that any structure erected on DISTRICT property shall immediately become the property of the DISTRICT; and WHEREAS, the purpose of this intergovernmental agreement is limited to the construction, operation, maintenance and future repairs of said moveable gates and appurtenant structures; and WHEREAS, the dam modification is projected to result in a decreased inundation of water for threatened and endangered species that live within Busse Woods Forest Preserve. NOW, THEREFORE, in consideration of the promises, terms and conditions set forth herein, and in the spirit of intergovernmental cooperation, the parties agree that: 1.0 INCORPORATION OF RECITALS 1.1 The recitals set forth above are incorporated herein and made a part hereof. 2.0 LEAD PARTY 2.1 Each party designates the VILLAGE as the Lead Party for the construction of said dam modifications. In its capacity as the Lead Party, the VILLAGE shall be responsible for procuring and coordinating all aspects of the construction of the dam modifications. 3.0 LICENSE 3.1 This Agreement shall constitute a License for the VILLAGE, and the VILLAGE's contractor, to construct, install, repair, replace and operate said dam modifications perpetually (the "Term"). 3.1.1 The Tenn of the License shall be twenty-five (25) years, which shall be automatically renewed unless notice is provided to all Parties at least one year prior to the end of the Term. (See Section 18. TERMINATION) 3.1.2 Ingress and Egress. The VILLAGE, and its employees, contractors, suppliers, servicemen and invitees are further granted the right of ingress and egress during the DISTRICT's normal hours of operation, to the section of Busse Woods where the construction of Page 3 of 16 said dam modifications will take place for the purpose of said construction, maintenance and operation. 3.1.3 Hours of Operation. The VILLAGE is permitted to exercise its rights under this Agreement regarding construction, maintenance and operation from dusk until dawn. The VILLAGE may access Busse Woods in cases of emergency, but will make reasonable efforts to notify the DISTRICT's Police Department, as well as the night watchman located at Busse Woods prior to entry, or as soon as practicable thereafter. 4.0 VILLAGE'S CONTRACTUAL RIGHTS 5.0 4.1 The VILLAGE shall have the right to perforin work on or to retain Contractors to perforin work on said dam modifications as necessary for the development and repair pursuant to this AGREEMENT. 4.2 The VILLAGE shall submit to the DISTRICT a detailed construction schedule. The VILLAGE shall continue to consult with the DISTRICT regarding construction and operational schedules to minimize any interference with the DISTRICT's scheduled activities. 4.3 The VILLAGE shall not occupy or use the dam modifications for any purpose, act or event that is in violation of any public law, ordinance or governmental regulation. The VILLAGE shall not do or permit anything to be done upon the dam modifications that creates a nuisance in any way. All laws, codes and ordinances enacted by the DISTRICT shall apply and must be followed by the VILLAGE and its Contractors. S.l The VILLAGE has/will enter into a contract for the construction of the dam modifications. Pursuant to its role as the lead Party, the VILLAGE shall do the following: A Monitor the performance of construction work and serve as a liaison between the respective parties and the contractor. With the cooperation of the DISTRICT, the VILLAGE shall supply its contractor with the information and documents the contractor needs for the construction of said dam modifications; and B Execute, including payment of invoices for work completed, all of the VILLAGE,'s obligations under the contract with the construction company, unless the VILLAGE is excused from performance thereunder due to breach by the contractor; and Page 4 of 16 C Assist each Party with documentation reasonably necessary for informational or financial purposes regarding the construction of said dam modifications. D Before construction or repair commences, the DISTRICT and STATE shall be furnished with a copy of all contracts related to the construction or repair of said dam modifications. The DISTRICT and STATE shall have the right to monitor construction and repair of said dam improvements and insist that said dam improvements are constructed according to plan as well as within the proposed construction schedule. E In furtherance of the District's goal of preventing discrimination in the award of or participation in the District Contracts and subcontracts and to eliminate arbitrary barriers for participation, as both Contractors and Subcontractors or Suppliers, in such Contracts by Minority -Owned Business Enterprises ("MBEs") and Women -Owned Business Enterprises ("WBEs") and in order to facilitate achievement of the District's Annual Aspirational Goals of 24% MBE and 10% WBE participation on an aggregate basis for construction; the Village and/or its selected contractor shall commit to a minimum of 24% MBE and 10% WBE participation in any contract awarded in connection with said dam modifications and identify by type of work, goods, or services that will be provided by such MBEs and WBEs, respectively. To the extent grant funds are provided by the Metropolitan Water Reclamation District ("MWRD") for any aspect of this proposed dam modification project, the MWRD's MBE/WBE requirements shall be utilized in lieu of the 24% MBE and 10% WBE requirements referenced herein. 6.0 NECESSARY PERMITS 6.1 The VILLAGE shall prior to construction, and acting as the agent for any and all Parties when necessary, obtain the required permits for said dam modifications, from appropriate federal, state and local governmental agencies. The execution of this Agreement does not relieve the VILLAGE of an obligation to obtain any required permits from the STATE. 7.0 ELECTRICITY 7.1 The DISTRICT hereby grants the VILLAGE the right to have electricity installed to serve the VILLAGE's construction of the dam modifications. The DISTRICT agrees to cooperate with the VILLAGE by granting approvals, licenses or permits reasonably necessary to obtain electricity service, provided that the required installation must meet the DISTRICT's normal guidelines. Page 5 of 16 7.2 The VILLAGE shall pay the cost of the installation, maintenance and operation of the utility. The VILLAGE shall arrange for electricity bills to be billed directly to the VILLAGE. 8.0 REPAIRS AND MAINTENANCE 8.1 During the Term, the VILLAGE shall keep said dam modifications in good repair at its own cost and expense. The VILLAGE shall be responsible for any and all repairs necessary to keep said dam modifications in good repair, as outlined in Section 8.2. Upon failure of the VILLAGE to properly keep said dam modifications in good repair, upon due notice, the DISTRICT shall have the right to cause the same to be done, and it is understood and agreed that the VILLAGE shall reimburse the DISTRICT for cost or expense of such repair. 8.2 The VILLAGE will be responsible for maintenance and inspections of the mechanical measures of the principal spillway of Multiple -Purpose Structure No. I (main dam.) The VILLAGE will also be responsible for maintenance of all mechanical and electrical parts necessary to operate the movable gates, including the mechanical/operations building and all elevation sensors, cameras and transmission poles. The VILLAGE will also be responsible for maintenance and future repair of the portion of the concrete spillway that the gates sit upon, where cracks may form due to fastening/bolting the gate, or from any other operation of the mechanical measures operated by the VILLAGE upon the concrete spillway. Upon the VILLAGE's completion of inspections, copies of all inspection results shall be provided to the DISTRICT and the STATE. 8.3 The STATE will continue any and all additional maintenance and inspections that fall outside of the mechanical measures of the principal spillway of Multiple -Purpose Structure No. 1, including but not limited to the earthen dam, pedestrian bridge and auxiliary/emergency spillways, and the majority of the principal spillway that is not the responsibility of the VILLAGE as outlined above, all as previously agreed upon in the original and amended Operation and Maintenance Plan (See Attachment A.) If issues arise relating to repair or maintenance of the principal spillway, the VILLAGE and STATE shall perform a joint inspection and agree upon the maintenance/repair required and which party shall perform said maintenance/repair. In the absence of any agreement, the issue will be resolved pursuant to Paragraph 25.1. 8.4 The DISTRICT will continue maintenance of the recreational path along the top of the dam, and all maintenance as agreed upon in the original Operation and Maintenance Plan (See Attachment A.) (Upon acceptance of the path after any repairs are made that may be deemed necessary from construction.) Page 6 of 16 9.0 OPERATIONS 9.1 The VILLAGE will be responsible for and will operate or have operated without cost to the other parties the mechanical measures of the principal spillway of Multiple -Purpose Structure No. 1 (main dam.) 9.2 The STATE will continue any and all additional operations that fall outside of the principal spillway of Multiple -Purpose Structure No. 1, including but not limited to the earthen dam and auxiliary/emergency spillways. 9.3 The principal spillway shall be operated within the essential parameters as set forth herein: 9.3.1 Top of gates set at a default elevation of 685.60. 9.3.2 If the water surface elevation of Salt Creek at Golf Road is greater than 686.20 and the water surface elevation of Busse Reservoir is greater than 685.80, begin to lower gate incrementally to lowest gate setting of 683.00, while maintaining a normal water level of 685.60 in the reservoir. 9.3.3 If the water surface elevation of Busse Reservoir decreases below 685.80, incrementally return gates to 685.60. 9.3.4 If water surface elevation of Salt Creek at Arlington Heights Road is greater than or equal to 684.80 and the water surface elevation of Salt Creek at Golf Road is greater than 686,20, incrementally raise gates to the highest gate setting of 687.00. 9.3.5 If the water surface elevation of Busse Reservoir decreases below 685.80, incrementally return gates to 685.60. 9.3.6 If the water surface elevation in Busse Reservoir reaches 689.00, incrementally lower the gate to 685.60. 9.4 The essential operating parameters of the dam may be reasonably adjusted by the operating agency as long as the original agreed intent and functionality of the moveable gates shall not change. No adjustments may be made which would increase flooding duration or frequency within the Forest Preserve or downstream along Salt Creek, nor without prior written approval from the DISTRICT. COMMISSION and STATE. Page 7 of 16 9.5 The approved Emergency Action Plan (See Attachment B) for the dam shall be followed in all cases of emergency, with proper notifications made as outlined in the plan. 9.6 After each occurrence of dam operation, the VILLAGE shall notify the DISTRICT of the maximum water level reached within Busse Lake during the storm event. The VILLAGE shall provide the DISTRICT and COMMISSION an annual report of storm events and maximum water level reached within Busse Lake. 9.7 The VILLAGE and DISTRICT shall review dam operations one (1) and three (3) years after construction and every five (5) years thereafter to determine if any changes are necessary to the current operations plan. If changes are deemed necessary that impact the essential parameters of operation, a revised Inter - Governmental Agreement shall be reviewed, approved and executed by all Parties to the Agreement. If, at any time, it is found that the reservoir water level is not functioning as modeled and high-quality habitats are being threatened, the VILLAGE and DISTRICT shall review dam operations immediately. The VILLAGE shall send results of the dam operations review to all other Parties. 9.8 If the VILLAGE fails to operate the gates within the approved parameters set forth in Section 9.3 and causes detrimental impact to the Nature Preserve, the VILLAGE will be found liable for damages in the amount of $10,000/day per 525 ILCS 30/22 for each day the VILLAGE operates the gates in said manner causing detrimental impacts. 10.0 OWNERSHIP OF DAM MODIFICATIONS 10.1 The parties agree that said dam modifications, once installed, shall become the property of the DISTRICT. 10.2 Notwithstanding the DISTRICT's ownership of said dam modifications, the VILLAGE shall remain responsible for keeping said dam modifications in good repair as set forth in this Agreement, and the indemnification set forth in this Agreement shall remain in full force and effect. 11.0 NO ESTATE INLAND 11.1 This Agreement creates a license only to construct, maintain, repair and operate said dam modifications. The VILLAGE does not hold and shall not claim at any time any interest or estate of any kind or extent whatsoever in the DISTRICT property by virtue of this License. Page 8 of 16 12.0 PUBLIC CONVENIENCE AND SAFETY 12.1 The VILLAGE and/or contractor shall at all times conduct the construction or repair in such manner as to cause the least inconvenience and greatest protection to the general public. The VILLAGE and/or contractor shall furnish and maintain barricades, temporary fencing and warning signs as may be necessary to protect the construction or repair and safeguard the public at the VILLAGE's and/or Contractor's expense. 12.2 All temporary fencing shall be installed prior to the commencement of any construction operations. All fencing shall be maintained in place throughout construction and shall be repaired as needed by the VILLAGE or its contractor. All fencing is to remain in place until after the project has been completed. After acceptance of restoration by the DISTRICT, all temporary fencing shall be removed from the site and disposed of off DISTRICT property at the sole expense of the VILLAGE or its contractor. 12.3 In the interests of public safety, the temporary fencing will close part of the bicycle trail for the duration of the project. Limits of the bicycle trail closure shall be approved by the DISTRICT prior to construction mobilization. The VILLAGE will meet with DISTRICT staff each Friday and consider if it is safe to open the bike trail for the weekend. 13.0 RESTORATION AFTER CONSTRUCTION 13.1 All areas, including the pedestrian bridge, temporarily disturbed by construction operations shall be restored to a pre -project condition. Landscape areas shall be top - dressed after final settlement with topsoil to a depth of six (6) inches, cultivated, fine graded, seeded and mulched as directed by the DISTRICT. 13.2 The VILLAGE shall furnish approved topsoil to insure six (6) inch coverage over the area disturbed by construction. The seeding and mulching shall meet the specifications of the DISTRICT. 13.3 The VILLAGE or its independent Contractor shall retain a Landscape Contractor to perform all fine grading, seeding work and mulching as required in provision 12.1 and 12.2 of this Agreement. The work shall be done under the supervision of the DISTRICT in the proper season for such work. 14.0 INDEMNIFICATION AND WAIVER OF CLAIMS 14.1 To the extent permitted by law, the VILLAGE shall protect, indemnify, defend and save harmless the DISTRICT, its Commissioners, officers, agents, servants and employees from and against any and all liabilities, losses, damages, costs, expenses, attorney fees, causes of actions, suits, claims, damages or judgments of any nature Page 9 of 16 whatsoever arising from the VILLAGE's and or its Contractor's construction, repairs, maintenance or operations of the dam modifications. To the extent permitted by law, the VILLAGE hereby waives all claims for recovery from the DISTRICT, its Commissioners, officers, agents, servants and employees for any loss or damage to any of its personal property arising from this Agreement. 15.0 INSURANCE AND CASUALTY 15.1 The VILLAGE and Contractor shall maintain the following insurance coverage, which may be revised on an annual basis by the DISTRICT, relating to the construction and repair of said dam modifications: A Worker's Compensation and Occupation Disease Insurance: in accordance with the laws of the State of Illinois, or any other applicable jurisdiction, covering all employees who are to provide a service under this Agreement. Employer's liability coverage with limits of not less than $500,000.00 for bodily injury by each accident, $500,000.00 bodily injury by disease each employee, $500,000.00 bodily injury by disease policy limit. B Commercial General Liability Insurance: Commercial General Liability Insurance or equivalent with limits of not less than $1,000,000.00 combined single limits per occurrence and aggregate for bodily injury, property damage and personal liability. Coverage shall include products/completed operations and contractual liability. The products/completed operations coverage shall be maintained for a period of two years after completion of the work. C Automobile Liability Insurance Commercial Automobile Liability Insurance covering owned, non -owned, and hired vehicles, including the loading and unloading thereof, with limits of not less than $1,000,000 per occurrence combined single limit, for bodily injury and property damage. D Umbrella/Excess Liability Such policy shall be excess over the Commercial General Liability, Automobile Liability, and Employer's Liability with limits not less than the following amounts: Each Occurrence: $4,000,000 E Insurance Requirements: All policies of insurance required hereunder shall be written by carriers which possess a A- policyholders rating or better and a minimum Class VII financial size category as listed at the time of issuance by A.M. Best Insurance Reports (the aforesaid rating classifications to be adjusted if and to the extent that Best adjusts its rating categories.) All policies, except Workers' Compensation, shall name the DISTRICT and the VILLAGE as Additional Insured for any and all injury, damage, liability, Page 10 of 16 expenses or judgments arising out of the construction, repair/maintenance and operation of said dam modification. The Commercial General Liability policy shall include ISO Additional Insured Endorsements CG 2010 and CG 2037 or equivalents. Contractor's and Village's General Liability and Automobile Liability policy shall be primary and non-contributory with any insurance or self-insurance maintained by the District. Any insurance or self-insurance maintained by the District shall be excess of the Contractor's and Village's insurance and shall not contribute with it. The full policy limits and scope of protection shall apply to the District as an additional insured even if they exceed the minimum insurance limits specified above. All policies shall provide that they may not be canceled, renewed or reduced unless at least thirty days' prior written notice thereof has been proved to the Additional Insured. E Insurance Certificates: VILLAGE and Contractor shall furnish insurance certificates as evidence of the required coverage to the DISTRICT. No construction shall commence prior to the DISTRICT's approval of the insurance coverage. The receipt of any certificate of insurance does not constitute agreement by the District that the insurance requirements have been fully met or that the insurance policies indicated on the certificate of insurance are in compliance with insurance required above. In no event shall any failure of the District to receive certificates of insurance required hereof or to demand receipt of such Certificates of Insurance be construed as a waiver of Contractor's or the Village's obligations to obtain insurance pursuant to these insurance requirements. F Waiver of Subrogation Endorsements All insurance policies must contain a Waiver of Subrogation Endorsement in favor of the District. 16.0 PREVAILING WAGE RATE 16.1 The Illinois Prevailing Wage Act stipulates that a wage of no less than the general prevailing hourly rate as paid for work of a similar character in the locality in which the work is performed, shall be paid to all laborers, workers and mechanics employed by or on behalf of any and all public bodies engaged in public works. The scale of wages to be paid shall be obtained from the Illinois Department of Labor and posted by the Contractor in a prominent and easily accessible place at the site of work. Page 11 of 16 17.0 PERFORMANCE AND PAYMENT SECURITY 17.1 If the VILLAGE herein elects to construct said dam modifications through the services of an independent contractor, then the VILLAGE shall require the said independent contractor to execute a Performance and Payment Bond in the full amount of the contract. The Performance and Payment Bond shall indicate both the DISTRICT and the VILLAGE as Owners of the Bond. 18.0 TERIVIINATION 18.1 If any Party shall at any time be in default in the performance of any of the terms, conditions or provisions of this Agreement and the defaulting Party shall fail to remedy or commence to remedy with diligence and dispatch such default within sixty (60) days after written notice thereof from a non -defaulting Party, it shall be lawful for the non -defaulting Party/Parties to terminate this Agreement. Any terms of dispute are subject to arbitration. (See Section 30.2.) 18.2 Notwithstanding the termination of this License, the DISTRICT shall retain all ownership of said dam modifications. 18.3 Notwithstanding any other provision contained herein, it is specifically agreed that the VILLAGE will leave any installed utility lines upon termination of this Agreement. 19.0 INTERPRETATIONS 19.1 The headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit, or extend the scope of the intent of the paragraph to which they pertain. The Parties have consulted legal counsel regarding the terms of this Agreement and this Agreement shall be interpreted without applying any rule of construction against the drafting Party. 20.0 GOVERNING LAW 20.1 This Agreement is governed by and shall be construed according to the laws of the State of Illinois. 21.0 CASUALTY 21.1 In the event the moveable gates or any of the mechanical and electrical parts necessary to operate the gates shall be damaged or destroyed by any type of casualty, the VILLAGE may seek to have same promptly repaired or replaced. Page 12 of 16 22.0 PROJECT FUNDING AND CONTINGENCIES 22.1 The cost to construct the dam modifications shall be borne solely by the VILLAGE. 22.2 The VILLAGE shall provide the DISTRICT with funding in the amount of one - hundred thousand dollars ($100,000.00.) The funding may be utilized for any and all studies, design, permitting and construction necessary to erect a fish barrier at Busse Lake's main dam, as well as studies, design and permitting necessary for dredging the north basin of Busse Lake. The money may also be utilized for time and materials to prepare and apply for grant funding, or any other use that would improve the quality of Busse Woods/Busse Lake. Total funding by the VILLAGE is not -to -exceed one -hundred thousand dollars ($100,000.00.) Any expenditure necessary above and beyond one -hundred thousand dollars ($100,000.00), whether it be towards design, permits or construction, shall be the responsibility of the DISTRICT. 23.0 NO THRID PARTY BENEFICIARIES 23.1 The Parties agree that this Agreement is solely for the benefit of the Parties and nothing herein is intended to create any rights or remedies on any persons other than the Parties. 24.0 REPRESENTATIVES 24.1 Before or immediately upon Execution of this Agreement, the Parties shall each designate, in writing, a single individual on their respective staffs who will represent the Parties as a primary contact in all matters under this Agreement. The VILLAGE designates Raymond R. Rummel, Village Manager, at the address set forth in Section.27. The DISTRICT designates Arnold Randall, General Superintendent, at the address set forth in Section 27. The STATE designates Daniel Injerd, Director of Water Resources, at the address set forth in Section 27. The COMMISSION designates Steven Byers. 25.0 COOPERATION 25.1 If any Party has reason to believe that a violation of this Agreement has occurred or is about to occur, written notice thereof specifying in detail the violation and the facts supporting the claim shall be served upon the other Parties. The Parties agree to act in good faith and to cooperate with each other to resolve any disputes which may arise in the performance of this Agreement. In the event that a dispute cannot be resolved in good faith and through cooperation within ninety (90) days of the receipt of the written notice, then the Parties may use any legal action or proceeding, whether at law or in equity as well as arbitration, to enforce Page 13 of 16 26.0 27.0 28.0 any provision of this Agreement and to recover any damages including, but not limited to, reasonable attorney fees. TRANSFERS 26.1 No Party shall sell, assign or otherwise transfer its interest under this Agreement without the prior written approval of all other Parties. The provisions set forth in this Agreement shall be binding upon and insure to the benefit of the approved successors and assigns of the Parties. NOTICES 27.1 All notices required to be given under the terms of this Agreement shall be in writing and either (a) served personally during regular business hours; (b) served by facsimile transmission during regular business hours coupled with the mailing of the original in the U.S. Mail on the same day, postage prepaid; or (c) served by certified or registered mail, return receipt requested, properly addressed with the postage prepaid and deposited in the United States 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 served upon the following addresses: Forest Preserve District of Cook County Attention: Arnold Randall, General Superintendent 536 North Harlem Avenue River Forest, Illinois 60305 Tel. (708) 771-1510 Fax No. (708) 771-1512 Illinois Nature Preserves Commission Attention: One Natural Resources Way Springfield, Illinois 62702 SEVERABILITY Elk Grove Village Attention: Raymond R. Rummel, Village Manager 901 Wellington Avenue Elk Grove Village, Illinois 60007 Tel. (847) 357-4010 Fax. No. (847) 357-4022 Illinois Department of Natural Resources — Office of Water Resources Attention: Rick Gosch One Natural Resources Way Springfield, Illinois 62702 28.1 In the event that any provision(s) of this Agreement is(are) determined to be legally invalid, the Parties agree that particular provision shall be null and void, but the remainder of this Agreement shall remain in full force and effect. Page 14 of 16 29.0 INCORPORATION 29.1 The provisions set forth herein represent the entire Agreement between the Parties and supersede any previous oral or written negotiations and agreements. It is the intent of the Parties to provide for integration of all prior agreements and understandings within the terms of this Agreement. No provision may be modified in any respect unless such modification is in writing and signed by all Parties. 30.0 MISCELLANEOUS TERMS 30.1 This Agreement shall be executed in quintuplicate, and each copy shall be deemed an original. 30.2 This Agreement shall be governed by the laws of the State of Illinois as to both interpretation and performance. The forum for resolving any disputes concerning the parties' respective performance, or failure to perform, under this Agreement, shall be the Circuit Court of Cook County, First District. 30.3 The VILLAGE shall give forty-eight (48) hours prior notice to the General Superintendent of the DISTRICT, or his authorized representative, and the Landscape Architcet of the DISTRICT before starting any of the aforesaid work. 30.4 Prior to construction, the DISTRICT must review and approve the final plans and construction specifications of the proposed dam modifications and all requirements regarding insurance and bonds must be met. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 28th day of April, 2015. Page 15 of 16 SIGNATURE PAGE FOREST PRESERVE DISTRICT OF COOK COUNTY BY: Toni Preckwinkle, President ATTEST: Matthew B. DeLeon, Secretary Approved as to Form: Dennis White, Chief Attorney STATE OF ILLINOIS RECOMMENDED: Daniel Injerd, Director Office of Water Resources Date: APPROVED: Brent Krebs General Counsel Date: Date: ILLINOIS NATURE PRESERVES COMMISSION BY: ATTEST: VILLAGE OF ELK GROVE VILLAGE BY: Craig Johnson, Mayor ATTEST: Judy Keegan, Village Clerk APPROVED: Wayne Rosenthal, Director Department of Natural Resources Page 16 of 16