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HomeMy WebLinkAbout13-32 . Resolution No. 13-32 RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL MAINTENANCE FACILITY AGREEMENT WITH HANOVER TOWNSHIP ROAD DISTRICT FOR SALT STORAGE AND LIQUID CHEMICAL USAGE FROM THE SHALES PARKWAY FACILITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute an Intergovernmental Maintenance Facility Agreement on behalf of the City of Elgin with Hanover Township Road District for salt storage and liquid chemical usage from the Shales Parkway facility, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 27, 2013 Adopted: February 27, 2013 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk INTERGOVERNMENTAL MAINIENANCE FACILITY AGREEMENT 27th This Agreement is hereby made and entered into this/day of-Feb. 2013, by and between the City of Elgin, a municipal corporation of the State of Illinois(hereinafter referred to as the "City") and Hanover Township Road District, a body corporate and politic of the State of Illinois (hereinafter referred to as the"Road District").The City and the Road District are hereinafter collectively referred to as the "Parties" and each individually as a "Party". WITNESSETH WHEREAS, the Illinois Constitution of 1970, Article VII, Section 10 and the Intergovernmental Cooperation Act at 5 ILCS 220/1, et seq., authorize the Road District and the City to cooperate in the performance of their respective duties and responsibilities by contract and other agreements;and WHEREAS, the Road District and the City desire to develop a mutually satisfactory arrangement for the shared use of the gated, fenced storage yard at the City's Salt Storage Facility located at 526 Shales Parkway,Elgin, Illinois (hereinafter referred to as "Facility"). The location of the Facility is depicted on the location map which is attached hereto and made a part hereof as Exhibit"A"; and WHEREAS, this Agreement shall be of benefit to the citizens of the Road District and the City in that it shall facilitate the safe and efficient movement of traffic. NOW, THEREFORE, in consideration of the above preambles and the mutual promises and covenants as contained herein and for other good and valuable consideration,the sufficiency of which is agreed to by the Parties hereto, both the Road District and the City covenant, agree and bind themselves as follows: A. The City shall make available a facility, at no cost, to store up to 500 tons of salt purchased by the Road District for use by their employees on Township roads and streets. The Road District shall track the amount of salt used in a manner agreeable to both parties. B. The City shall also make available up to 5,000 gallons of liquid pre-treatment chemical (SuperMix) for use by the Road District on an annual basis each snow removal season, provided that the City continues its in-house manufacture and distribution of the same to the Facility. Additional amounts may be purchased by the Road District on an annual basis each snow removal season at the City's cost of manufacture (2012 pricing being approximately .25 dollars/gallon), if such additional amounts are available and in the City's sole discretion. C. When the Road District supply get below 200 tons, more salt shall be ordered and placed in the Facility to maintain an adequate supply at all times. D. The City shall provide three to five Identification/Security Access Cards that access (that will allow) Road District employees to use the pay loader on site at the Facility to load salt into Road District trucks. E. The Road District shall provide or cause to be provided at its sole expense snow removal operations (hereinafter referred to as plowing) and road deicing (hereinafter referred to as salting) for Spaulding Drive from Gifford Road to the Elgin city limit line and for Gasket Drive from Gifford Road to the dead end which are under the jurisdiction of the City. The Road District shall perform such plowing and salting in a similar manner to highways under the Road District's jurisdiction in accordance with the Road District's normal snow and ice removal practices. F. The Road District shall have unrestricted access to the gated,fenced storage yard of the Facility for the aforesaid purposes from November 1st through April 1st of each year as long as this Agreement remains in effect. G. The City shall indemnify, defend, and save harmless as herein provided, the Road District, its officers, agents, officials, servants, and employees from any and all liability, claims, manner of actions, cause, and causes of action, suits, sums of money, covenants, controversies, agreements, promises, damages, judgments, claims, and demands, whatsoever, in law or in equity, and particularly and without limiting the generality of the forgoing any and all personal injuries, property damage or death, including claims for indemnity or contribution, attorneys' fees, and litigation expenses all and in any case or manner arising out of, caused by, or in consequence of the negligence of the City's employees, officers, agents, or servants, or out of, caused by, or in consequence of and relating in any manner to this Agreement and the City's use of the gated, fenced storage yard of the Facility. H. The Road District shall indemnify, defend, and save harmless as herein provided, the City, its officers, agents, officials, servants, and employees from any and all liability, claims, manner of actions, cause, and causes of action, suits, sums of money, covenants, controversies, agreements, promises, damages, judgments, claims, and demands, whatsoever, in law or in equity, and particularly and without limiting the generality of the forgoing any and all personal injuries, property damage or death, including claims for indemnity or contribution, attorneys' fees, and litigation expenses all and in any case or manner arising out of, caused by, or in consequence of the negligence of the Road District's employees, officers, agents, or servants, or out of, caused by, or in consequence of and relating in any manner to this Agreement and the and the Road District's use of the gated,fenced storage yard of the Facility. I. The term of this Agreement shall end on April 1st, 2017. This Agreement may be extended thereafter on an annual basis by mutual written consent of both Parties under the same terms and conditions as set forth herein. J. The failure of either Party hereto, at any time, to insist upon performance or observation of any term, covenant, agreement, or condition contained herein shall not in any manner be construed as waiver of any right to enforce any term, covenant,agreement,or condition herein contained. K. The terms of this Agreement shall be severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. This Agreement shall be subject to and governed by laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights shall be in the Circuit Court of the Sixteenth Judicial Circuit,Kane County, Illinois. Each party shall be responsible for their own attorneys' fees and costs. L. This agreement shall not be construed so as to create a joint venture,partnership, employment or other agency relationship between the Parties hereto without penalty or further obligation under this Agreement. M. This agreement may be terminated between the dates of April 15th and September 15th of each year upon thirty (30) days written notice by either Party. N. No official, director, officer, agent or employee of either Party hereto shall be charged personally or held contractually liable under any term or provision of this Agreement, or because of their execution, approval or attempted execution of this Agreement. 0. This agreement represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements between the parties, whether written or oral. The terms of this Agreement shall not be modified or amended except by written agreement of the Parties hereto, and only after approval by their respective governing boards where such approval is required. P. This Agreement shall be binding on the Parties hereto and their respective successors and permitted assigns. Neither Party may assign, transfer or otherwise convey its rights or obligations under this Agreement without the prior written consent of the other Party, which may be withheld in such Party's sole discretion. Q. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement that the City and the Road District shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, the Parties hereby certify, represent and warrant that their respective employees and/or agents that will be providing products and/or services with respect to this Agreement shall be legal residents of the United States. The Parties shall also, at their respective cost and expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the products and/or services to be provided for in this Agreement, as may be required by law. R. (1) Notwithstanding any provisions herein to the contrary, this agreement is entered into soley for the benefit of the contracting Parties, and nothing in this Agreement is intended, either expressly or impliedly, to provide any right or benefit of any kind whatsoever to any person and entity who is not a party to this Agreement or to acknowledge, establish, or impose any legal duty to any third party. Nothing herein shall be construed as an express and /or implied waiver of any common law and/or statutory immunities and/or privileges of the Hanover Township Road District, the City of Elgin, and/or any of their respective officials, officers, employees, volunteers and agents. (2) Notwithstanding any provision herein to the contrary, the insurance company, self-insurance pool, risk provider, self-insured party, or similar entity of the Party providing any indemnification hereunder shall be allowed to raise, on behalf of the Party, any and all defenses, statutory and/or common law to such claim or action which the other Party might have raised, including but not limited to any defense contained within the Illinois Local Governmental and Governmental Employee Tort Immunity Act, 745 ILCS 10/1-1-1 et seq. IN WITNESS WHEREOF, the Road District and the City have caused this Agreement to be signed and attested by their officials, pursuant to lawful authorizations for its execution. 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