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HomeMy WebLinkAbout029-R-22 Authorizing the City Manager to Execute an Intergovernmental Agreement for the Use of Personal Equipment Between the Village of Willow Springs, the Village of Wilmette, the Village of Winnetka and the City of Evanston04/04/2022 29-R-22 A RESOLUTION Authorizing the City Manager to Execute an Intergovernmental Agreement for the Use of Personal Equipment Between the Village of Willow Springs, the Village of Wilmette, the Village of Winnetka and the City of Evanston WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq., authorize and encourage intergovernmental cooperation; and WHEREAS, the City of Evanston ("City"), the Village of Willow Springs, the Village of Wilmette and the Village of Winnetka (the "Parties") desire to enter into the attached Intergovernmental Agreement to facilitate the sharing of the Village of Willow Spring's 26' Firehawk 26 fire/dive/rescue patrol boat vessel, used by the Willow Springs Police Department (the "Vessel"); and WHEREAS, the Parties desire to borrow the Vessel from Willow Springs and to share use of the Vessel for police, fire and emergency related matters for accidents occurring in their jurisdiction; and WHEREAS, the Evanston City Council has determined that it will serve and be in the best interest of the City to enter into the Agreement with the Parties; NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: The City Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. -1- Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff 29-R-22 SECTION 2: The City Council hereby approves, pursuant to the City of Evanston's home rule power, the Agreement in the form attached to this Resolution as Exhibit A. SECTION 3: The City Manager is hereby authorized to sign the "Intergovernmental Agreement for the Personal Equipment Between the Village of Willow Springs, the Village of Wilmette, the Village of Winnetka and the City of Evanston", attached hereto as Exhibit A and incorporated herein by reference. SECTION 4: This Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. Attest: Stephanie Mendoza, City Clerk Adopted: 5/23 , 2022 -2- Il a. Ld, 1&jj Daniel Biss, Mayor Approved as to form: ups �/✓cmola,s 'e. CgMM O Nicholas E. Cummings, Corporation Counsel Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff 29-R-22 EXHIBIT A INTERGOVERNMENTAL AGREEMENT -3- Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff INTERGOVERNMENTAL AGREEMENT FOR THE USE OF PERSONAL EQUIPMENT BETWEEN THE VILLAGE OF WILLOW SPRINGS, THE VILLAGE OF WILMETTE, THE VILLAGE OF WINNETKA AND THE CITY OF EVANSTON This Intergovernmental Agreement (hereinafter referred to as the "Agreement") is entered into this day of , 2022, by and between The Village of Willow Springs, a municipal corporation of the State of Illinois, hereinafter called "Willow Springs", The Village of Wilmette, a home rule municipal corporation of the State of Illinois, hereinafter called "Wilmette", The Village of Winnetka, a municipal corporation of the State of Illinois, hereinafter called "Winnetka," and The City of Evanston, a home rule municipal corporation of the State of Illinois, hereinafter called "Evanston", individually referred to as "Party", and collectively referred to as "Parties". Wilmette, Evanston, and Winnetka are collectively referred to as the `Borrowing Parties." WITNESSETH: WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 authorizes units of local government, such as Willow Springs, Wilmette, Winnetka and Evanston, to contract or otherwise associate amongst themselves in any manner not otherwise prohibited by law or by ordinance; and WHEREAS, Section 3 of the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/3, permits any powers, privileges, functions or authority exercised or which may be exercised by a unit of local government to be exercised, combined, transferred or enjoyed jointly with any other unit of local government; and WHEREAS, Willow Springs is the owner of a 26' Firehawk 26 fire/dive/rescue patrol boat vessel, used by the Willow Springs Police Department (the "Vessel"), and more fully described in the Vessel Appraisal, attached hereto and incorporated herein as Exhibit A; and WHEREAS, the Borrowing Parties desire to enter into the Agreement to borrow the Vessel from Willow Springs and to share use of the Vessel for police, fire, and emergency related matters for accidents occurring in their jurisdiction during a one-year period, and thereafter, to determine whether to exercise an option to purchase the Vessel; and WHEREAS, the Parties do not intend to create any enforceable obligation of the Borrowing Parties to purchase the Vessel under this Agreement, which is not a purchase agreement; and WHEREAS, the Parties by virtue of their powers as set forth in the Illinois Municipal Code, 65 ILCS 511-1-1 et seq. are authorized to enter into this Agreement; and NOW, THEREFORE, in consideration of the aforementioned recitals and the mutual covenants and provisions in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: {00124640.2} Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff 1. Incorporation. The preambles set forth above are incorporated and are part of this Agreement. 2. Cooperation. The Parties hereby designate their respective representatives to coordinate with one another on an as needed basis, with regard to the use of the Vessel required for the effective and efficient operation of government services. 3. Term. This Agreement shall be in full force and effect from the Effective Date, which shall be the last date on which Willow Springs, Wilmette, Winnetka or Evanston executes this Agreement. Unless otherwise provided in this Agreement, the obligations and terms of this Agreement shall continue in effect for a term of one (1) year from the Effective Date (the "Initial Term") and may be renewed for any additional period upon agreement of the Parties in writing (each a "Renewal Term") (the Initial Term and any Renewal Term, collectively, the "Complete Borrowing Term"); provided however, any Party may terminate this Agreement by providing thirty (30) calendar days' advance written notice to the other Parties. In such a case, this Agreement shall remain in full force and effect as to and between the remaining Parties. Notwithstanding the Initial Term of this Agreement, the Borrowing Parties may exercise the Purchase Option defined in Section 5 of this Agreement at any time within eighteen (18) months from the Effective Date, or at any time during a Renewal Term. 4. Use of Vessel. a. Inspection of the Vessel: At any time during the Initial Term, but prior to taking possession of the Vessel, the Borrowing Parties will have the right to conduct two holistic inspections of the Vessel: (i) an inspection of the Vessel while the Vessel is in storage in Willow Springs ("Dry Inspection"); and (ii) an inspection of the Vessel when the Vessel is first placed into a body of water by one of the Borrowing Parties ("Wet Inspection"). If within a reasonable time after the Dry Inspection or the Wet Inspection, any Borrowing Party determines that, for any reason, the Vessel is not fit for use as a fire, dive, rescue, or patrol boat, the Borrowing Parties will have the right but not the obligation to return the Vessel to Willow Springs without incurring any obligations or liabilities related to the Vessel. Willow Springs warrants that the Vessel is usable as a fire, dive, rescue, or patrol boat. b. Storage of the Vessel: Immediately following the Dry Inspection, Willow Springs will transport the Vessel to a storage or docking facility chosen by the Borrowing Parties (`Borrowing Facility") for use of the Vessel by the Borrowing Parties throughout the remainder of the Initial Term. The Borrowing Parties will have the right to store the Vessel at the Borrowing Facility throughout the Initial Term and during any Renewal Term. The Borrowing Parties will provide Willow Springs access to the Borrowing Facility within a reasonable time of any request by Willow Springs to inspect the Vessel, which access may not be unreasonably withheld. {00124640.2} Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff c. Use of the Vessel: Any Borrowing Party may use the Vessel during any portion of the Initial Term or any Renewal Term (each portion of the Initial Term or Renewal Term, a "Borrowing Party Use Period"). The Borrowing Parties will collectively determine each Borrowing Party's actual Borrowing Parry Use Period if two or more Borrowing Parties submit requests for conflicting periods. Each Borrowing Party shall return the Vessel to the Borrowing Facility in reasonably the same condition as when it was borrowed. Willow Spring will not: (i) use the Vessel during any Borrowing Party Use Period; or (ii) relocate the Vessel after it delivers the Vessel to the Borrowing Facility but before the conclusion of the Complete Borrowing Term. Willow Springs may impose reasonable conditions on the use of the Vessel, which conditions cannot substantially limit any Borrowing Party Use Period. In the event the Vessel is damaged during the course of intergovernmental use, the Parties shall determine any compensation due to repair or replace the Vessel. 5. Purchase Price; Purchase Option. The Borrowing Parties may jointly agree but are in no way obligated to exercise an option to purchase the Vessel from Willow Springs (the "Purchase Option"). If the Borrowing Parties elect to exercise the Purchase Option, the purchase price of the Vessel will be One Hundred Thousand and NO/100 U.S. Dollars ($100,000.00) (the "Purchase Price"). To exercise the Purchase Option, the Borrowing Parties must jointly: (i) provide written notice of their intent to exercise the Purchase Option to Willow Springs within eighteen (18) months from the Effective Date or during any Renewal Term; and (ii) pay the Purchase Price in two (2) equal installments, six months apart from one another, that are non-refundable, wherein the first installment payment shall be Fifty Thousand and NO/100 U.S Dollars ($50,000.00) and the second installment payment shall be Fifty Thousand and NO/100 U.S. Dollars ($50,000.00). The conveyance of the Vessel shall be final and irrevocable upon completion, and the rights of the respective Parties shall continue in perpetuity or as otherwise provided in the Bill of Sale. 6. Indemnification. The Parties shall defend, indemnify, and hold each other Parry, and the other Parties' officials, officers, employees, agents, and representatives, harmless from and against any and all injuries, claims, demands, judgments, damages, losses and expenses, and costs of suit or defense, arising out of, resulting from, or alleged to arise out of or resulting from the negligent, careless, or wrongful acts, omissions, failures to act, or misconduct of the Parties, and their officers, employees, and agents, in connection with their performance under this Agreement. The Parties' indemnity obligations hereunder shall not apply to any injuries, claims, demands, judgments, damages, losses or expenses to the extent arising out of or resulting from the negligence, misconduct, or breach by any other Party, its officials, officers, employees, agents, or representatives. References to "losses, expenses, costs of suit or defense" do not include attorney's fees. 7. Non -Binding. Nothing contained in this Agreement, nor any act of any of the respective Parties pursuant to this Agreement, shall be deemed or construed by any of the Parties hereto or by third persons, to create any relationship of third party beneficiary, principal, {00124640.2} Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff agent, limited or general partnership, joint venture, or any association or relationship involving any of those Parties. Further, nothing in this Agreement should be interpreted to give any Party control over the other's employees or imply a power to direct the employees of the other government body, which neither entity may exercise. 8. Insurance. When performing pursuant to the terms of this Agreement, the Parties intend that any injuries to their respective employees shall be covered and handled exclusively by their jurisdiction's own workers' compensation insurance, or other applicable insurance, in place at the time of such injury. It is further agreed that all employee benefits, wage and disability payments, disability pension and workers' compensation claims, damage to or destruction of equipment, facilities, clothing and related medical expenses of the Parties and their respective employees, which may result from their activities under this Agreement, shall be the responsibility of the jurisdiction which employs the employee making such a claim. 9. Counterparts. This Agreement may be executed in counterparts, all of which shall be deemed to be an original and all of which shall constitute one and the same instrument. 10. Amendments. This Agreement may only be modified by written modification executed by duly authorized representatives of the Parties hereto. 11. Assignment. This Agreement and the rights of the Parties hereunder may not be assigned (except by operation of law) and the terms and conditions of this Agreements shall inure to the benefit of and be binding upon the respective successors and assigns of the units of government as the Parties hereto. 12. Governing Law and Venue. The laws, cases and statutes of the State of Illinois shall govern the validity, performance and enforcement of this Agreement. Any court proceedings between the Parties related to this Agreement or the subject matters herein shall be brought in Cook County, Illinois. 13. Notice. All written reports, notices and other communications related to this Agreement shall be in writing and shall be personally delivered, mailed via certified mail, overnight mail delivery, or electronic mail delivery to the following persons at the following addresses: To the Village of Willow Springs: The Village of Willow Springs One Village Circle Willow Springs, IL 60480 Attn: Mayor Melissa M. Neddermeyer Email: With a copy to: Tressler LLP 550 E. Boughton Road, Suite 250 Bolingbrook, IL 60440 Attn: Erik Peck {00124640.2} Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff To the Village of Wilmette To the Village of Winnetka: To the City of Evanston: Email: epeck(&tresslerlID.com The Village of Wilmette 1200 Wilmette Avenue Wilmette, IL 60091 Attn: Email: The Village of Winnetka 510 Green Bay Road Winnetka, IL 60093 Attn: Email: The City of Evanston 2100 Ridge Avenue Evanston, IL 60201 Attn: Email: 14. Severability. If any provision, clause or term of this Agreement is determined to be invalid or unenforceable, such provision shall, to the extent possible, be modified by the court in such manner as to be valid, legal and enforceable so as to most nearly retain the intent of the Parties, and, if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, the legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 15. Headings. The headings of the paragraphs of this Agreement are for convenience and reference only and do not form a part hereof and do not modify, interpret or construe the understandings of the Parties hereto. 16. Waiver. No waiver by either Party of any breach of any term or condition hereon shall be deemed a waiver of the same or any subsequent breach of the same or any other term or condition herein. No term or condition of this Agreement shall be deemed waived by either Party unless waived in writing. 17. Entire Agreement. Except as provided herein, this Agreement supersedes all prior agreements, negotiations and representations and is a full integration of the agreement of the Parties regarding the subject matters of this Agreement. 18. Default and Breach. In the event of any breach of or default under this Agreement, the Parties shall give prompt written notice of such alleged breach or default and the Party receive such notice shall have thirty (30) days after receipt of such notice to cure such alleged breach or default, prior to the seeking of any remedy provided for herein, provided however, that said thirty (30) day period shall be reasonably extended if the 100124640.21 Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff defaulting Party has initiated the cure of said breach of default and is diligently proceeding therewith. 19. No Third -Party Beneficiaries. This Agreement and the covenants contained herein are made solely for the benefits of the Parties, and their respective successors, assigns, affiliates and representatives and no other person shall be entitled to any rights hereunder. 20. Authorization. The Village of Willow Springs, the Village of Wilmette, the Village of Winnetka and the City of Evanston each hereby warrant and represent that their respective signatures set forth below have been, and are on the date of this Agreement, duly authorized by all necessary and appropriate corporate and/or governmental action to execute this Agreement. {00124640.2} THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff fN WITNESS THEREOF, the Parties have executed this Agreement on the dates indicated. THE VILLAGE OF WILLOW SPRINGS By: Attest: Village President Date: Date: THE VILLAGE OF WILMETTE By: Attest: Village President Date: Date: THE VILLAGE OF WINNETKA By: Attest: Village President Date: Date: THE CITY OF EVANSTON By: Attest: City Mayor Date: Date: {00124640.2} Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff EXHIBIT A {00124640.2} Doc ID: 68bab143f7180bd5f1eb2e3f9088d3bfa7f700ff