HomeMy WebLinkAbout5. NEW BUSINESS 09/02/2008
INTEROFFICE MEMORANDUM
Village of Mount Prospect
Mount Prospect, Illinois
FROM:
DATE:
RE:
MAYOR IRVANA WILKS
BOARD OF TRUSTEES
MICHAEL E. JANONIS
AUGUST 27,2008
APPROVAL OF VARIOUS INTERGOVERNMENTAL AGREEMENTS IN
CONJUNCTION WITH LEVEE 37
TO:
In advance of the September 4, 2008 Cook County Forest Preserve District Board meeting where
we anticipate final approval of our request for temporary and permanent easements, the Village
needs to approve execution of several documents that will facilitate the letting of the Levee 37
construction contract prior to the end of the federal fiscal year.
Staff recommends the Board adopt an Ordinance authorizing the execution of two new
Intergovernmental Agreements (IGA) and the amendment of a third, existing IGA.
. Intergovernmental Agreement with the Illinois Department of Natural Resources,
Illinois Department of Transportation, City of Prospect Heights and Village of
Mount Prospect: Secures land rights on IDOT Right of Way and covers our obligations
as the local sponsors (along with Prospect Heights) of the Levee project including future
operation and maintenance responsibilities.
. Intergovernmental Agreement with Forest Preserve District of Cook County, City
of Prospect Heights and Village of Mount Prospect: Secures easement rights on
forest preserve land for construction of the Levee and provides for compensation to the
District by Prospect Heights and Mount Prospect for said rights.
. Amend existing Intergovernmental Agreement between Prospect Heights and
Mount Prospect: Provides for mutual obligations in operation and maintenance of the
Levee. Lays out costs sharing for Levee expenses and reimbursement to Mount
Prospect for money advanced on behalf of Prospect Heights.
Staff also recommends adoption of a resolution authorizing execution of an agreement with
SWANCC (Solid Waste Agency of Northern Cook County) to acquire property that will be used as
partial compensation to the Cook County Forest Preserve District.
All Intergovernmental Agreements are very close to being in final form, but are still being reviewed
by numerous parties and are subject to further minor revision. Language in the
Ordinance/Resolution provides for final review and approval by the Village Attorney and Village
Manager before forwarding to the Mayor for signature. Quick action is necessary so as to keep the
project on track and protect the $16 million in Federal dollars pledged to this project.
c: Jeff Wulbecker, Village Engineer
Everett Hill, Village Attorney
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE VILLAGE PRESIDENT AND
VILLAGE CLERK TO EXECUTE CERTAIN INTERGOVERNMENTAL
AGREEMENTS PROVIDING FOR FLOOD CONTROL AS PART OF THE US
ARMY CORPS OF ENGINEERS' UPPER DES PLAINES RIVER FLOOD
DAMAGE REDUCTION PROJECT, INCLUDING AN AGREEMENT BETWEEN
THE VILLAGE OF MOUNT PROSPECT AND THE ST ATE OF
ILLINOIS/DEP ARTMENT OF NATURAL RESOURCES, THE STATE OF
ILLINOIS/DEP ARTMENT OF TRANSPORTATION AND THE CITY OF
PROSPECT HEIGHTS, ILLINOIS
WHEREAS, the Village of Mount Prospect, Cook County, Illinois (the
"Village") is a home rule unit oflocal government pursuant to Article 7, Section 6 of the
1970 Illinois Constitution; and
WHEREAS, the Village, in order to protect the public health and welfare of its
citizens and residents, has deemed it necessary to alleviate flooding in the Village; and
WHEREAS, the US Army Corps of Engineers and the State of
Illinois/Department of Natural Resources have heretofore entered into a certain Project
Cooperation Agreement for flood control projects for the Upper Des Plaines River, which
said Agreement includes the Levee 37 Project Element thereof; and
WHEREAS, the Village is authorized pursuant to the Intergovernmental
Cooperation provisions of Article VII, Section 10 of the 1970 Illinois Constitution and
the Intergovernmental Corporation Act, 5 ILCS 220/1 et seq., including Section 3.8
thereof (5 ILCS 220/3.8), to enter into intergovernmental agreements for flood water
management; and
WHEREAS, the Village has determined it is necessary and desirable to provide
for the alleviation of flooding in the Village from the Upper Des Plaines River; and
WHEREAS, the Village has determined that it is in the best interests of its
citizens and residents to enter into appropriate intergovernmental agreements in order to
authorize and fulfill the duties and responsibilities of the Village with respect to the
Levee 37 Project Element, as hereinafter set forth; and
WHEREAS, the State of Illinois/Department of Natural Resources, the State of
Illinois/Department of Transportation, the Forest Preserve District of Cook County, and
the City of Prospect Heights, Illinois are, and each of them is, legally authorized and
willing to sign and deliver to the Village the respective intergovernmental agreements
listed below in Section 1, and said intergovernmental agreements will serve a public
purpose.
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~
WHEREAS, the President and Board of Trustees of the Village of Mount
Prospect have determined that it is advisable, necessary and in the interest of the public
health, safety and welfare, to enter into the said intergovernmental agreements under the
terms and conditions hereinafter set forth.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD
OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY,
STATE OF ILLINOIS, IN THE EXERCISE OF ITS HOME RULE POWERS,
as follows:
SECTION 1: That under the authority vested in the corporate authorities of the
Village of Mount Prospect, through the Constitution and statutes of the State of Illinois,
the President and Board of Trustees of the Village of Mount Prospect find that it is in the
best interests of the Village to enter the intergovernmental agreements listed herein, for
the alleviation of flooding in the Village from the Upper Des Plaines River, namely, (A)
an intergovernmental agreement with the State of Illinois/Department of Natural
Resources, the State of Illinois/Department of Transportation and the City of Prospect
Heights, which said intergovernmental agreement is tentatively titled "Intergovernmental
Agreement between the State of Illinois/Department of Natural Resources and the State
of Illinois/Department of Transportation and the City of Prospect Heights and the Village
of Mount Prospect for the Upper Des Plaines River Flood Damage Reduction Project
Element, Levee 37," a preliminary draft thereof being attached hereto as EXHIBIT #1
and incorporated by reference herein; (B) an intergovernmental agreement with the
Forest Preserve District of Cook County, which said intergovernmental agreement is
tentatively titled "Intergovernmental Cooperation Agreement for the Acquisition of
Interest in Real Property for the Construction of Levee 37," a preliminary draft thereof
being attached hereto as EXHIBIT #2 and incorporated by reference herein; and (C) an
intergovernmental agreement with the City of Prospect Heights, which said
intergovernmental agreement is tentatively titled "First Amendment to Intergovernmental
Agreement between the Village of Mount Prospect and the City of Prospect Heights, as
the Local Sponsors of Levee 37," a preliminary draft thereof being attached hereto as
EXHIBIT #3 and incorporated by reference herein.
SECTION 2: That the Attorneys of the Village are instructed and directed to
negotiate with the State of Illinois/Department of Natural Resources, the State of
Illinois/Department of Transportation, the Forest Preserve District of Cook County, and
the City of Prospect Heights, Illinois, in order to finalize the intergovernmental
agreements listed in Section 1 above, on substantially the same terms and conditions as
set forth in EXHIBIT #1, EXHIBIT #2 and EXHIBIT #3, or on similar terms and
conditions that will protect the public health and welfare of the citizens and residents of
the Village and are in the best interests of the Village and its citizens and residents. The
Attorneys of the Village shall deliver the tentatively finalized intergovernmental
agreements to the Village Manager of the Village for his review, and if the Village
Manager determines that they are in conformity with the provisions of this Section and
Section 1 above, he shall thereafter present them to the President and Village Clerk for
signature.
iManage:218779_1
SECTION 3: That the President and the Village Clerk are hereby authorized to
execute the said intergovernmental agreements referred to in Section 1 above, after the
Attorneys for the Village and the Village Manager have complied with Section 2 above.
SECTION 4: That this Ordinance shall be in full force and effect from and after
its passage, approval and publication in the manner provided by law.
AYES:
NAYS:
ABSENT:
PASSED and APPROVED this
day of September, 2008.
Irvana K. Wilks
Mayor
A TrEST:
M. Lisa Angell
Village Clerk
H:\CLKO\WIN\ORDINANC\Ordinance. Levee 37sept2008.DOC
iManage:218779_1
Exhibit 1
DRAFT 9/2/08
INTERGOVERNMENTAL AGREEMENT
between the
STATE OF ILLINOIS/ DEPARTMENT OF NATURAL RESOURCES
and the
STATE OF ILLINOIS/DEPARTMENT OF TRANSPORTATION
and the
CITY OF PROSPECT HEIGHTS
and the
VILLAGE OF MOUNT PROSPECT
for the
UPPER DES PLAINES RIVER FLOOD DAMAGE REDUCTION PROJECT ELEMENT,
LEVEE 37
Contract No. XXX
This AGREEMENT is made between the City of Prospect Heights, hereinafter referred
to as the "CITY", the Village of Mount Prospect, hereinafter referred to as the
"VILLAGE" the State of Illinois/Department of Natural Resources, hereinafter referred
to as "NATURAL RESOURCES", and the State of Illinois/Department of Transportation,
hereinafter referred to as "TRANSPORTATION",
Witnesseth:
WHEREAS, the CITY, VILLAGE, NATURAL RESOURCES and TRANSPORTATION
are all legal entities organized and existing under the laws of the State of Illinois having
among their powers the authority to perform such undertakings as described herein
under the "Intergovernmental Cooperation Act," 5 ILCS 220 (2002 State Bar Edition);
and
WHEREAS, NATURAL RESOURCES has approved participation in flood control
projects to the extent allowed by its statutory authority under the "Flood Control Act of
1945," 615 ILCS 15 (2002 State Bar Edition); and
WHEREAS, the U.S. Army Corps of Engineers; hereinafter referred to as the "CORPS";
has completed the Upper Des Plaines River Flood Damage Reduction Project study
which recommends construction of North Fork Mill Creek Reservoir, Van Patton Woods
Lateral Storage Area, Buffalo Creek Reservoir Expansion, Big Bend Lake Expansion,
Levee 37 and Levee 50, these six components hereinafter referred to as "PROJECT" as
described in the report "Executive Summary, Upper Des Plaines River Flood Damage
Reduction Study, Interim Feasibility Report and Environmental Impact Statement, June
1999" filed with the General Assembly; and
WHEREAS, NATURAL RESOURCES and CORPS have -entered into a Project
Cooperation Agreement for construction of the PROJECT, hereinafter referred to as
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Levee 37 Intergovernmental Agreement v6-1 (2)CLEAN
"PCA" and attached to this AGREEMENT as ATTACHMENT 1; and
WHEREAS, TRANSPORTATION would be required to provide 27,205 cyof
compensatory f100dway storage for their proposed work at Milwaukee Road if that work
was not part of a regional flood control project; and
WHEREAS, the CITY, VilLAGE, TRANSPORTATION and NATURAL RESOURCES
desire to complete the levee 37 Project Element, hereinafter referred to as "LEVEE 37
PROJECT ELEMENT", which includes approximately 550 lineal feet of earth levee and
7,550 lineal feet of f100dwall along the east side of Des Plaines River Road beginning
320 feet north of the centerline of Euclid Avenue and ending at Palatine Road; 1,400
lineal feet of floodwall along the north side of a section of Palatine Road located west of
Milwaukee Avenue; a 125 foot wide hinged closure structure across Milwaukee Avenue
located approximately 80 feet north of the Palatine Road overpass; fourteen structures
for interior drainage consisting of pump stations, closure structures, backflow structures
and sluice gates; two reptile crossings and two environmental mitigation areas located
on property owned by the Forest Preserve District of Cook County and desire to share
responsibilities defined as "non-federal" in the PCA; and
WHEREAS, the CITY, VilLAGE, TRANSPORTATION and NATURAL RESOURCES
desire TRANSPORTATION to complete, in order to accommodate the levee 37 Project
Element, modifications to Milwaukee Avenue which include a segment of Milwaukee
Avenue raised to the elevation of the profile of the floodwall and improved conveyance
through the bridge opening, hereinafter referred to as "MILWAUKEE AVENUE
IMPROVEMENTS" ; and
WHEREAS, the PCA defines the "non-federal" financial responsibility to be the
acquisition of all lands, easements, rights-of-way, relocations and disposal sites
required for construction, operation, maintenance, repair, rehabilitation and replacement
ofthe PROJECT hereinafter referred to as "LEERDs", a cash payment equal to 5% of
the total PROJECT cost and any additional cash payment necessary to raise the "non-
federal" cost to a minimum of 35% of the total PROJECT cost; and
WHEREAS, the CORPS has estimated the total cost of the lEVEE 37 PROJECT
ELEMENT to be $18,026,400, the value of lEVEE 37 PROJECT ELEMENT lEERD's
to be $221,845, the value of the 5% cash contribution to be $901,320 and the value of
the additional cash required to be $5,186,074; and
WHEREAS, NATURAL RESOURCES will receive credit from the CORPS for the
construction of the levee 50 Project Element as afforded in Section 104 of the Water
Resources Development Act of 1986, Public law 99-662. The value of the Section 104
credits is estimated to be $14,711,000 and is subject to change during a final audit, by
the CORPS, of the levee 50 Project Element costs; and
WHEREAS, NATURAL RESOURCES will apply a portion of its Section 104 credits
towards the additional cash requirement of the lEVEE 37 PROJECT ELEMENT; and
WHEREAS, the Illinois General Assembly appropriated funds to NATURAL
RESOURCES under Public Act 95-0348, Article 485, Section 105 for the PROJECT;
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Levee 37 Intergovernmental Agreement v6-1 (2)CLEAN
and
WHEREAS, NATURAL RESOURCES has determined that the execution of this
AGREEMENT is subject to the signature requirements of the "State Finance Act,"
30lLCS 105/9.02 (1988 State Bar Edition).
NOW THEREFORE, for and in consideration of the benefits to be derived from the
completion of the PROJECT, the sufficiency of which is hereby acknowledged, it is
agreed between the parties hereto as follows:
PART A. SPECIAL CONDITIONS
1. The recitals set forth are incorporated by reference"and made a.part hereof,
the same constituting the factual basis for this transaction.
2. NATURAL RESOURCES' funding obligation under this AGREEMENT is 5%
of the LEVEE 37 PROJECT ELEMENT cost and is estimated to be $901,320.
NATURAL RESOURCES' funding obligation will terminate upon.the completion of the
LEVEE 37 PROJECT ELEMENT, when NATURAL RESOURCES' cost share is
expended, or June 30,2015, whichever comes first. NATURAL RESOURCES, at its
sole option, may terminate or suspend this contract, in whole or in part, without penalty
or further payment being required, if the Illinois General Assembly or the federal funding
source fails to make an appropriation sufficient to pay such obligation, or if funds
needed are insufficient for any reason.
3. TRANSPORTATION's roadway improvement construction obligation under
this AGREEMENT is limited to those expenses associated with MILWAUKEE AVENUE
IMPROVEMENTS.
4. All provisions of this AGREEMENT will be binding upon the successors and
assigns of the principal parties hereto.
5. This AGREEMENT may only be modified, assigned, supplemented, amended
or extended by mutual agreement, in writing, by the parties hereto.
6. Attached hereto, marked "ATTACHMENT 2", consisting of four pages and
made part hereof by reference, is a listing of certifications, which must be completed by
CITY and VILLAGE.
PART B. CITY AND VillAGE
1. The CITY and VILLAGE, in accordance with CORPS requirements for
acquisition of LEERD's, will each acquire, in the name of the CITY or VILLAGE and
without cost to NATURAL RESOURCES, all properties, easements or rights-of-way
(hereinafter referred to as "property rights") necessary for the construction, operation,
maintenance, repair, rehabilitation and replacement of the LEVEE 37 PROJECT
ELEMENT. The approval of all acquisitions relating only to the LEVEE 37 PROJECT
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Levee 37 Intergovernmental Agreement v6-1 (2)CLEAN
ELEMENT will be required by NATURAL RESOURCES before closing and will be
coordinated by NATURAL RESOURCES Division of Project Implementation in
conjunction with the CORPS. Should litigation be necessary to quiet title in the
purchase of any property, the CITY and/or VILLAGE will be responsible for all costs
associated with the litigation. It is understood that any required property rights now
owned by a unit of local or state government or school district may remain in the name
of such unit of local or state government or school district. However, the CITY and
VILLAGE must obtain a permanent right of entry on any such property rights that will
allow for the construction, operation, maintenance, repair, rehabilitation and
replacement of the LEVEE 37 PROJECT ELEMENT by the CITY and VILLAGE.
2. The CITY and VILLAGE hereby grants to NATURAL RESOURCES, or its
assigns, the right to enter upon any LEVEE 37 PROJECT ELEMENT property rights,
held in the name of the CITY or VILLAGE, for the purposes of construction, construction
inspections and maintenance inspections.
3. The CITY and VILLAGE will be responsible to abide by all federal, state, and
local laws and regulations during construction, operation, maintenance, repair,
rehabilitation and replacement of the LEVEE 37 PROJECT ELEMENT, and to satisfy all
state environmental laws, regulations, and executive orders that apply because of state
funds being used on the LEVEE 37 PROJECT ELEMENT. The CITY and/or VILLAGE
will be responsible for obtaining any local permits and the lOOT traffic access permit
required for the LEVEE 37 PROJECT ELEMENT.
4. The CITY and/or VILLAGE, in accordance with CORPS' requirements for
acquisition of LEERD's, will be responsible for, without cost to NATURAL
RESOURCES, all utility alterations or relocations, and for all fence removal and/or
replacement required as a result of the LEVEE 37 PROJECT ELEMENT construction,
including any utility and fence related work shown on the plans. Utilities include, but are
not limited to, electrical, cable television, and communication lines and oil, gas, sewer,
and water pipelines.
5. The CITY and VILLAGE will assume responsibility for the operation,
maintenance, repair, rehabilitation and replacement of the LEVEE 37 PROJECT
ELEMENT as long as the LEVEE 37 PROJECT ELEMENT remains authorized by the
CORPS within their respective corporate limits, once NATURAL RESOURCES has
determined that the entire LEVEE 37 PROJECT ELEMENT is complete or that a portion
of the LEVEE 37 PROJECT ELEMENT has become a functional portion of the LEVEE
37 PROJECT ELEMENT. The operation, maintenance, repair, rehabilitation and
replacement will be performed in accordance with the 1l0peration, Maintenance, Repair,
Rehabilitation and Replacement Manual" attached to this AGREEMENT as
ATTACHMENT 3, hereinafter referred to as "OMRRR Manual". All subsequent
changes to the OMRRR Manual will be reviewed and become effective upon approval in
writing by the CITY, VILLAGE, TRANSPORTATION and NATURAL RESOURCES.
Rehabilitation or replacement of more than 100 lineal feet of the f100dwall shall be the
primary responsibility of CITY and VILLAGE and shall be eligible for planning, design
and fiscal assistance from NATURAL RESOURCES. NATURAL RESOURCES
reserves the right to make periodic inspections subsequent to the completion of the
LEVEE 37 PROJECT ELEMENT in order to ensure that adequate maintenance is being
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Levee 371ntergovemmental Agreement v6-1 (2)CLEAN
performed on the LEVEE 37 PROJECT ELEMENT by the CITY and VILLAGE, in
accordance with the OMRRR Manual attached to this AGREEMENT. Should
NATURAL RESOURCES and/or the CORPS determine that a maintenance problem
exists; a joint inspection will be scheduled and made by the CITY, VILLAGE, CORPS,
and NATURAL RESOURCES. Failure of the CITY and VILLAGE to properly maintain
the LEVEE 37 PROJECT ELEMENT in accordance with the OMRRR Manual, as
indicated by a written report of such inspection, will permit NATURAL RESOURCES,
upon thirty (30) days written notice and continued failure of the CITY and VILLAGE to
perform the necessary maintenance work, to enter upon any of the LEVEE 37
PROJECT ELEMENT property rights for the purpose of performing such maintenance
work. In this instance the CITY and VILLAGE will reimburse NATURAL RESOURCES
for any and all costs that may be incurred by NATURAL RESOURCES in connection
therewith.
6. The CITY will operate the hinged closure structure across Milwaukee Avenue
during flood events in accordance with Attachment C of the OMRRR Manual. Operation
of the hinged closure structure across Milwaukee Avenue as part of routine
maintenance will require an lOOT traffic access permit. The CITY is responsible for
detour planning and costs associated with traffic detour routings associated with closing
of the hinged closure structure across Milwaukee Avenue. The CITY and the VILLAGE
agree to maintain or caused to be maintained all existing highway appurtenances from
the back of curb to the Right of Way line in their entirety within the LEVEE 37 PROJECT
ELEMENT limits as long as LEVEE 37 PROJECT ELEMENT remains authorized by the
CORP.
7. The CITY and VILLAGE will maintain for a minimum of three years after
completion of the LEVEE 37 PROJECT ELEMENT, adequate books, records, and other
supporting documents to verify the amounts, recipients, and uses of all disbursements
of funds paid in conjunction with this AGREEMENT in accordance with the PCA. Not
later than 60 days after the effective date of this AGREEMENT, the CORPS,
DEPARTMENT, the CITY and the VILLAGE shall develop procedures for keeping
books, records, documents, and other evidence pertaining to costs and expenses
incurred pursuant this AGREEMENT.
8. The CITY and VILLAGE will maintain eligibility in the National Flood
Insurance Program. The CITY and VILLAGE will continue to adopt and enforce required
ordinances, satisfactory to the Federal Emergency Management Agency and NATURAL
RESOURCES, relative to the development in the floodplains under the jurisdiction and
control of the CITY and/or VILLAGE. The CITY and VILLAGE will be responsible,
without cost to NATURAL RESOURCES, for updating any flood insurance studies
related to the LEVEE 37 PROJECT ELEMENT.
9. The CITY and VILLAGE shall engage in only the proposed work approved
herein, and subject to the hazards incident to such activities, assumes all risks
associated therewith. The CITY and VILLAGE assume full and strict liability for the
actions of themselves, all parties in interest, their agents and employees, contractors,
subcontractors and consultants. The CITY and VILLAGE and all parties in interest shall
save, defend, hold harmless and indemnify the State of Illinois, NATURAL
RESOURCES, TRANSPORTATION and each of their officers, agents, employees,
invitees and others associated with them (collectively, the State of Illinois) from and
against any and all suits, claims, actions, losses, injuries, damages, judgments and
expenses that are based on, or that arise or are alleged to have risen out of the
performance of the work approved herein, including, but not limited to, any act, willful or
intended, or negligence of the CITY and VILLAGE and any parties in interest, its agents
and employees, contractors, subcontractors and consultants whether at law, in equity or
common law. In the event the CITY and VILLAGE or any party in interest fail, neglect,
or refuse to comply with any provision of this indemnity, the State of Illinois may take
any action necessary to protect itself from liability, including any action to pay, settle,
compromise and procure the discharge thereof, in which case the CITY and VILLAGE
or any party in interest, jointly and severally, shall be liable and bound unto the State of
Illinois for any and all expenses related thereto, including attorney's fees.
10. After execution of this AGREEMENT and upon direction by NATURAL
RESOURCES, the CITY and VILLAGE shall perform, or cause to be performed, any
investigations for hazardous substances that the CORPS, NATURAL RESOURCES,
CITY or VILLAGE determines to be necessary to identify the existence and extent of
any hazardous substances regulated under the Comprehensive Environmental
Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. Sections 9601-9675,
that may exist in, on, or under lands, easements, and rights-of-way that NATURAL
RESOURCES determines to be required for the construction, operation, and
maintenance of the LEVEE 37 PROJECT ELEMENT. All actual costs incurred by the
CITY and VILLAGE for such investigations will be cost shared at 17.5% CITY and
17.5% VILLAGE, with NATURAL RESOURCES forwarding 65% share responsibility to
the CORPS.
11. In the event it is discovered through any investigation for hazardous
substances or other means, that the hazardous substances regulated under CERCLA
exist in, on, or under any lands, easements, or rights-of-way that NATURAL
RESOURCES has determines to be required for the construction, operation, and
maintenance of the LEVEE 37 PROJECT ELEMENT, the CITY, VILLAGE, and
NATURAL RESOURCES shall provide prompt written notice to each other, and the
CITY and/or VILLAGE shall not proceed with the acquisition of the real property
interests until all parties agree that the CITY and/or VILLAGE shall proceed.
12. NATURAL RESOURCES, TRANSPORTATION, the CITY and the VILLAGE
shall determine whether to initiate construction of the LEVEE 37 PROJECT ELEMENT,
or, if already in construction, whether to continue with work on the LEVEE 37 PROJECT
ELEMENT, suspend future performance under this Agreement, or terminate this
Agreement for the convenience of NATURAL RESOURCES, in any case where
hazardous substances regulated under CERCLA are found to exist in, on, or under any
lands, easements, or rights-of-way that NATURAL RESOURCES determines to be
required for the construction, operation, and maintenance of the LEVEE 37 PROJECT
ELEMENT. Should NATURAL RESOURCES, TRANSPORTATION, the CITY and the
VILLAGE determine to initiate or continue with construction after considering any liability
that may arise under CERCLA, the CITY and VILLAGE shall be responsible, for the
costs of clean-up and response, to include the costs of any studies and investigations
necessary to determine an appropriate response to the contamination. Such costs shall
be the responsibility of the CITY and VILLAGE. In the event the CITY and/or VILLAGE
fails to provide any funds necessary to pay for clean up and response costs or to
otherwise discharge the CITY and VILLAGE*s responsibilities under this paragraph
upon direction by NATURAL RESOURCES, NATURAL RESOURCES may, in its sole
discretion, either terminate this Agreement for the convenience of NATURAL
RESOURCES, suspend future performance under this Agreement, or continue work on
the LEVEE 37 PROJECT ELEMENT.
13. The CITY and VILLAGE shall be considered the operator of the LEVEE 37
PROJECT ELEMENT for purposes of CERCLA liability. To the maximum extent
possible the CITY and/or VILLAGE shall operate, maintain, repair, and rehabilitate the
LEVEE 37 PROJECT ELEMENT in a manner that will not cause liability to arise under
CERCLA.
14. Not less than once each year the CITY and the VILLAGE shall inform
affected interests of the extent of protection afforded by the LEVEE 37 PROJECT
ELEMENT.
15. The CITY and VILLAGE shall comply with Section 402 of the Water
Resources Development Act of 1986, as amended (33 U.S.C. 701b-12), which requires
a Non-Federal interest to have prepared within one year after the date of signing the
PCA, a floodplain management plan. The plan shall be designed to reduce the impacts
of future flood events in the project area, including but not limited to, addressing those
measures to be undertaken by the CITY and VILLAGE to preserve the level of flood
protection provided by this LEVEE 37 PROJECT ELEMENT. As required by Section
402, as amended, the CITY and VILLAGE shall implement such plan not later than one
year after completion of construction of the LEVEE 37 PROJECT ELEMENT. The CITY
and VILLAGE shall provide an information copy of the plan to NATURAL RESOURCES
upon its preparation.
16. The CITY and VILLAGE shall also prescribe and enforce regulations to prevent
obstruction of or encroachment on the project that would reduce the level of protection it
affords or that would hinder operation or maintenance of the project.
17. NATURAL RESOURCES, after consultation with the CITY and VILLAGE, shall
determine the improvements required on lands, easements, and rights-of-way to enable
the proper disposal of dredged or excavated material associated with the construction,
operation, and maintenance of the LEVEE 37 PROJECT ELEMENT. Such
improvements may include, but are not necessarily limited to, retaining dikes, wasteweirs,
bulkheads, embankments, monitoring features, stilling basins, and de-watering pumps and
pipes. NATURAL RESOURCES in a timely manner shall provide the CITY and VILLAGE
with general written descriptions of such improvements in detail sufficient to enable the
CITY and VILLAGE to fulfill its obligations under this paragraph, and shall provide the
CITY and VILLAGE with a written notice to proceed with construction of such
improvements. Prior to the end of the period of construction, the CITY and VILLAGE shall
provide all improvements set forth in such descriptions. Furthermore, prior to issuance of
the solicitation for each CORPS construction contract, the CITY and VILLAGE shall
prepare plans and specifications for all improvements the DEPARMENT determines to be
required for the proper disposal of dredged or excavated material under that contract,
submit such plans and specifications to NATURAL RESOURCES for approval, and
provide such improvements in accordance with the approved plans and specifications.
PART C. DEPARTMENT OF NATURAL RESOURCES
1. In accordance with the PCA, NATURAL RESOURCES will review and make
recommendations regarding the planning and engineering of the LEVEE 37 PROJECT
ELEMENT to assure acceptable project design. NATURAL RESOURCES will also
make recommendations regarding the final design plans, specifications, contract
documents and property rights prior to the advertising for bids. Further, NATURAL
RESOURCES will review all bids received and make recommendations regarding the
acceptance of a bid or the rejection thereof, approve all change orders to the contract,
and will make random inspections during the construction of the LEVEE 37 PROJECT
ELEMENT except for those associated with the MILWAUKEE AVENUE
IMPROVEMENTS. NATURAL RESOURCES will not recommend that the CORPS
proceed until the CITY and VILLAGE are given the opportunity to provide NATURAL
RESOURCES with written recommendations on LEVEE 37 PROJECT ELEMENT
activities as described in this paragraph.
2. NATURAL RESOURCES, acting as agent for the CITY and VILLAGE, will be
responsible for obtaining all federal and state permits, except for the lOOT traffic access
permit which will be obtained by CITY and VILLAGE as stated herein in Part 8,
Paragraph 3, in the name of the CITY and/or VILLAGE as may be required for the
construction and maintenance of the LEVEE 3-7 PROJECT ELEMENT except for those
associated with the MILWAUKEE AVENUE IMPROVEMENTS.
3. NATURAL RESOURCES will receive credits from the CORPS for work
performed on the Levee 50 Project Element of the PROJECT and will apply these
credits to the additional cash requirements of the LEVEE 37 PROJECT ELEMENT.
4. NATURAL RESOURCES reserves the right to make periodic inspections
subsequent to the completion of the LEVEE 37 PROJECT ELEMENT in order to ensure
that adequate maintenance is being performed on the LEVEE 37 PROJECT ELEMENT,
by the CITY and/or VILLAGE, in accordance with the OMRRR Manual. Should
NATURAL RESOURCES and/or the CORPS determine that a maintenance problem
exists; a joint inspection will be scheduled and made by the CITY, VILLAGE, the
CORPS, and NATURAL RESOURCES. Failure of the CITY and/or VILLAGE to
properly maintain the LEVEE 37 PROJECT ELEMENT in accordance with the
Operation and Maintenance Manual, as indicated by a written report of such inspection,
will permit NATURAL RESOURCES, upon thirty (30) days written notice and continued
failure of the CITY and/or VILLAGE to perform the necessary maintenance work, to
enter upon any of the LEVEE 37 PROJECT ELEMENT property rights for the purpose
of performing such maintenance work. In this instance the CITY and/or VILLAGE will
reimburse NATURAL RESOURCES for any and all costs that may be incurred by
NATURAL RESOURCES in connection therewith.
5. NATURAL RESOURCES has responsibilities related to the Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA) identified in
Paragraphs 89,810,811, and 812 of this AGREEMENT.
PART D. DEPARTMENT OF TRANSPORTATION
1. TRANSPORTATION will prepare the final design plans, specifications, and
contract documents; advertise for bids; make the contract award; supervise the
construction (resident engineering); and pay, subject to reimbursement by other
government agencies, for the construction costs associated exclusively with the
MILWAUKEE AVENUE IMPROVEMENTS. NATURAL RESOURCES will review and,
approve in writing the plans and specifications for the MILWAUKEE AVENUE
IMPROVEMENTS as they pertain to the function of LEVEE 37 PROJECT ELEMENT.
2. TRANSPORTATION's plans will show the designated boundaries of all
properties, easements or rights-of-way (hereinafter referred to as "property rights")
required for the construction, operation, maintenance, repair, rehabilitation and
replacement of the MILWAUKEE AVENUE IMPROVEMENTS.
3. TRANSPORTATION will be responsible for obtaining all permits from Federal
and State agencies required for the construction, maintenance, rehabilitation and
replacement of the MILWAUKEE AVENUE IMPROVEMENTS.
4. TRANSPORTATION will ensure that its construction contractors carry all
necessary insurance during each phase of the MILWAUKEE AVENUE
IMPROVEMENTS.
5. TRANSPORTATION shall cause its contractor to hold and save NATURAL
RESOURCES, CITY and VILLAGE free from all damages arising from the construction,
of the MILWAUKEE AVENUE IMPROVEMENTS except for damages due to the fault or
negligence of NATURAL RESOURCES.
6. TRANSPORTATION will grant access to their property as shown on
ATTACHMENT 4 to the VILLAGE, CITY, CORPS and NATURAL RESOURCES for the
purpose of construction, operations, inspection, maintenance, repair and rehabilitation
of the LEVEE 37 PROJECT ELEMENT for so long as LEVEE 37 PROJECT ELEMENT
remains authorized by the CORP. Any actions of the VILLAGE, CITY, and/or
NATURAL RESOURCES for the purpose of inspection, operations, maintenance, repair
and rehabilitation of the LEVEE 37 PROJECT ELEMENT that will impact normal traffic
flows will require an lOOT traffic access permit.
7 . TRANSPORTATION reserves the right to make such changes, additions,
repairs and relocations within its statutory limits to the LEVEE 37 PROJECT ELEMENT
in consultation with NATURAL RESOURCES, VILLAGE and CITY, on the right-of-way
as may at any time be considered necessary to permit the relocation, reconstruction,
widening or maintaining of the highway and for other public roadway purposes and/or
provide proper protection to life and property on or adjacent to TRANSPORTATION's
right-of-way while preserving the flood protection provided by the LEVEE 37 PROJECT
ELEMENT and provisions of ATTACHMENT 1.
8. TRANSPORTATION is responsible for the operation, maintenance, repair,
rehabilitation and replacement of the MILWAUKEE AVENUE IMPROVEMENTS. The
operation, maintenance, repair, rehabilitation and replacement will be performed in
accordance with the OMRRR Manual. NATURAL RESOURCES reserves the right to
make periodic inspections subsequent to the completion of the MILWAUKEE AVENUE
IMPROVEMENTS in order to ensure that adequate maintenance is being performed on
the MILWAUKEE AVENUE IMPROVEMENTS by TRANSPORTATION, in accordance
with the OMRRR Manual attached to this AGREEMENT. All subsequent changes to the
OMRRR Manual will be reviewed and become effective upon approval in writing by the
CITY, VILLAGE, TRANSPORTATION and NATURAL RESOURCES. Should
NATURAL RESOURCES and/or the CORPS determine that a maintenance problem
exists; a joint inspection will be scheduled and made by TRANSPORTATION, the
CORPS, and NATURAL RESOURCES.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year written, and represent that the signatories below are duly authorized to execute
this AGREEMENT for the UPPER DES PLAINES RIVER FLOOD DAMAGE
REDUCTION PROJECT ELEMENT, LEVEE 37 on behalf of their respective bodies,
and that the effective date of this AGREEMENT is the date approved and executed by
the Director of NATURAL RESOURCES.
STATE OF ILLINOIS/DEPARTMENT OF NATURAL RESOURCES
RECOMMENDED:
APPROVED:
Gary R. Clark, Director
Office of Water Resources
Sam Flood, Acting Director
Department of Natural Resources
Date:
APPROVED:
APPROVED:
Ellen King-Pietrzak,
Chief Fiscal Officer
William Richardson
Chief Legal Counsel
ATTEST:
VILLAGE OF MOUNT PROSPECT
APPROVED:
M. Lisa Angell, Clerk
Irvana K. Wilks, Mayor
Date:
ATTEST:
CITY OF PROSPECT HEIGHTS
APPROVED:
William Kerns, Clerk
Patrick Ludvigsen, Acting Mayor
Date:
STATE OF ILLINOIS/DEPARTMENT OF TRANSPORTATION
RECOMMENDED:
Christine M. Reed, P.E.
Director-Division of Highways
Chief Engineer
Date:
Attachments: 1. PCA
2. Certifications
3. Operation and Maintenance Manual
4. lOOT rights-of-way required for project
APPROVED:
Milton R. Sees, P.E.
Secretary of Transportation
Date:
Exhibit 2
DRAFT 9/2/08
INTERGOVERNMENT AL COOPERATION AGREEMENT
FOR THE ACQUISITION OF INTEREST IN REAL PROPERTY FOR THE
CONSTRUCTION OF LEVEE 37
THIS AGREEMENT, entered into between the Village of Mount Prospect (herein
referred to as the "Village") and the City of Prospect Heights (herein referred to as the
"City"; collectively referred to as the "Municipalities"), and the Forest Preserve District
of Cook County (herein referred to as "District"), all units of local government authorized
to enter into Intergovernmental Cooperation Agreements, provides as follows:
WHEREAS, this Agreement is entered into pursuant to the Intergovernmental
Cooperation provisions of Article VII, Section 10 of the 1970 Illinois Constitution and
the Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq. and Public Act 91-0424;
and
WHEREAS, the Municipalities, in cooperation with the Illinois Department of Natural
Resources, the Army Corps of Engineers and the Illinois Department of Transportation
are currently engaged in a project, known as Levee 37, to alleviate flooding in Mount
Prospect and Prospect Heights, and in that regard the Municipalities will enter into a
certain Intergovernmental Agreement with the State of Illinois/Department of Natural
Resources and the State of Illinois/Department of Transportation (hereinafter referred to
as the "State Intergovernmental Agreement"); and
WHEREAS, the District owns approximately 2.89 acres of Forest Preserve property
adjacent to the Des Plaines River as shown in Exhibit "A", over which the Municipalities
require a permanent easement for the construction, operation, and maintenance of a
portion of a levee (herein referred to as the "Levee Project"); and
WHEREAS, the District owns approximately 2.98 acres of Forest Preserve property
adjacent to the Des Plaines River as shown in Exhibit "A", over which Municipalities
require a temporary easement for the staging and storage of construction equipment and
supplies during the levee is construction project; and
WHEREAS, the District owns property adjacent to the Des Plaines River as shown in
Exhibit "A", over which Municipalities, in conjunction with the Army Corps of
Engineers, will restore for flow improvement activities (foreign brush/tree removal and
installation of indigenous plant species) on behalf of the District; and
WHEREAS, the Municipalities and the Army Corps of Engineers will require a right of
entry permission from the District to implement the construction and restoration
activities, and
WHEREAS, the District has the responsibility to preserve its property consistent with the
Forest Preserve mission, and
WHEREAS, the Village and the City have entered into an intergovernmental agreement
by which the Municipalities agree to purchase, in fee simple title, from the Solid Waste
Agency of Northern Cook County (SW ANCC) 973.73 acres of property adjacent to
District property, (herein referred to as the "Replacement Property"), to replace the 5.87
acres over which the Municipalities will be granted temporary and permanent easements
by the District as shown in Exhibit "B" for the construction, operation, and maintenance
of a portion of a levee. and
Whereas, the Municipalities will pay $235,000 cash to the District as additional
compensation for the grant of said temporary and permanent easements; and
WHEREAS, the Municipalities agree to escrow the purchase price of the Replacement
Property, as agreed to by SW ANCC, in an account for its purchase.
NOW THEREFORE, the Municipalities and the District agree as follows:
1. The recitals as set forth above are incorporated into the body of this Agreement as if
fully set forth.
2. The District agrees to execute a grant of permanent easement for the construction,
operation, and maintenance of the Levee Project along the Des Plaines River, as part of
the Levee 37 Project, a grant of temporary easement for the staging and storage of
construction equipment and supplies, and a right of entry permit for flow improvement
restoration activities on behalf of the District, as attached to this Agreement as Exhibit
"C", Exhibit "D", and Exhibit "E" respectively. (herein referred to as the "Grant of
Easements")
3. Contemporaneously with the execution of the Grant of Easements by the District, the
Village agrees to escrow the sum of approximately $259,706 as and for the purchase of
the Replacement Property. The Village shall deed the Replacement Property in fee simple
form to the District prior to beginning construction on the Levee Project. A survey and
legal description of the Replacement Property must be provided to the District prior to
beginning work on the Levee Project. The Village will also, at its sole cost, provide to the
District a commitment for an AL T A Form B Owner's Title Insurance Policy issued by
Chicago Title and Trust Company.
4. The Municipalities will assume all liability for, and pay all costs associated with the
Grant of Easements by the District, and all work to be constructed on the Levee 37
Project, including, but not limited to, all costs of construction, maintenance, repair and
operation of the Levee, the staging and storage of construction equipment and supplies,
and the flow improvement activities. Legal descriptions of all easement properties will be
provided to the District prior to beginning work on the Project.
5. The Municipalities must provide the District with an Environmental Study of the
Replacement Property, which is to be performed by a company approved by the District.
The Municipalities will pay all expenses and costs of the study. The study must reveal
that the Replacement Property is environmentally safe and suitable for the purpose for
which the District intends to use the land. Suitability is solely a decision of the District. If
the study reveals that the land is unsuitable for District purposes, the District, in its sole
discretion, may cancel this Agreement. The Environmental Study must be completed and
accepted by the District prior to work beginning on the project.
6. The Municipalities shall submit all construction plans, developed by them, the Army
Corps of Engineers or any other entity and contracts involving the District's property to
the District for approval prior to the commencement of work.
7. The Municipalities, its contractors and their subcontractors must maintain the
insurance coverages listed in Exhibit "F" and attached hereto relating to the construction,
maintenance, and repair of the levee referred to above.
8. In exchange for the Grant of Easements by the District, the Municipalities hereby agree
to indemnify and hold the District harmless from any and all claims, demands, liabilities,
suits and judgments entered in any way resulting from the Grant of Easements to the
Municipalities for the purposes set forth in this Agreement.
9. The District hereby authorizes the Village and the City, and each of them, and their
respective agents, employees, agents, and assigns and contractors, and the officers,
employees, agents and assigns of such contractors), to enter upon the lands of the District
as shown by the Legend attached hereto and entitled "Levee 37 Real Estate," for the
purpose of maintaining the tree and shrub buffer thereon (as described below in Section
I 0), and also for discharging and performing the duties and responsibilities of the
Municipalities, and each of them, pursuant to the terms and conditions set forth or to be
set forth in the "State Intergovernmental Agreement."
10. Approximately 391 trees with an approximate value of $316,850 will be removed
from District land as part of the Levee 3 7 project. As compensation for said tree loss the
municipalities, in conjunction with the Army Corp of Engineers, will cause certain flow
improvement activities to be undertaken on District land. The total Levee 3 7 Flow
Improvement project area covers approximately 65 acres including two units: the II-acre
prairie/sedge meadow community to the north and the 6.5 acre mesic woodland
community to the south. Both communities have been overrun by invasive woody
species. The prairie/sedge meadow area has been heavily invaded primarily by grey
dogwood (Comus racemosa), while the woodland area contains an overabundance of
predominately pole-size sugar maple (Acer saccharum). The scope of the project shall
include the selective removal of these woody invasives from at a minimum these two
areas, the disposal of brush by burning and follow-up herbiciding of cut stumps and
resprouts. If the cost of the restoration of these two areas is less than $316,850, then
additional acres of restoration, agreed to by the District, will be included in the
restoration contract up to a value of $316,850. The Municipalities agree to follow the
District's public notification procedures prior to any burning or herbiciding.
II. The Municipalities agree that the District will have final approval of the flow
improvement area restoration specifications prior to any work being let by anyone
including but not limited to the Army Corps of Engineers.
12. The Municipalities agree that the District will have final approval of the flow
improvement area restoration contractor. This approval may not be unreasonably
withheld.
13.For a period of five (5) years after the initial Flow Improvement activities are
completed, the Municipalities, and each of them, shall cause annual maintenance
activities to be undertaken in a manner that ensures identified invasive species in the
Flow Improvement areas do not return. .
14. The Municipalities shall convey to the District fee simple absolute title to the real
property legally described in Exhibit G attached hereto and incorporated by reference
herein, prior to the start of any construction on Levee 37.
This Agreement shall be binding upon the parties, their successors, and/or assigns, and
may not be terminated or restricted except in accordance with the provisions of this
Agreement.
15. No Third Party Beneficiaries. There are no third party beneficiaries under this
agreement. No claim as a third party beneficiary under this Agreement by any person,
firm, or corporation, including the Army Corps of Engineers, the Illinois Department of
Transportation, Illinois Department of Natural Resources or any agency of the United
States Government or State of Illinois be made under his agreement against the parties to
this Agreement."
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and by
executing this Agreement, the parties do hereby affirmatively state that they have been
given full authority by their respective governing bodies to execute this Agreement.
FOREST PRESERVE DISTRICT OF COOK COUNTY
By:
Attest:
Its
Date:
VILLAGE OF MOUNT PROSPECT
By:
Mayor
Date:
CITY OF PROSPECT HEIGHTS
By:
Mayor
Date:
Attest:
Attest:
Village Clerk
City Clerk
Exhibit 3
DRAFT 9-2-08
First Amendment to Intergovernmental Agreement
between the Village of Mount Prospect and
the City of Prospect Heights,
as the Local Sponsors of Levee 37
THIS FIRST AMENDMENT to the Intergovernmental Agreement between the Village of
Mount Prospect and the City of Prospect Heights, as the Local Sponsors of Levee 37 is made and
entered into by and between the VILLAGE OF MOUNT PROSPECT, Illinois, a municipal
corporation and Home Rule unit, ("Village"), and the City of Prospect Heights, Illinois, a non-
home rule municipal corporation ("City") and together ("Parties");
RECITALS:
WHEREAS, the Parties entered into an Intergovernmental Agreement between the Village
of Mount Prospect and the City of Prospect Heights, as the Local Sponsors of Levee 37
("Agreement") on
; and
WHEREAS, the parties desire to clarify the maintenance, rehabilitation, repair and
replacement obligations contemplated in the Agreement within the context of a separate
contemplated agreement between the Parties, the Illinois Department of Natural Resources
("IDNR") and Illinois Department of Transportation ("IDOT"); and
NOW THEREFORE, the Parties agree as follows:
1. Incorporation of Recitals.
The recitals are incorporated in their entirety.
2. Terms of Agreement in Full Force and Effect.
Unless expressly modified in this document (hereafter "Amendment"), all provisions ofthe
Agreement are in full force and effect and all terms shall have the meanings set forth in the
Agreement.
3. Amendment to Section 4
Section 4 of the Agreement is amended in its entirety as follows:
As used in this Section 4, "OMRRR" shall mean Operation,
Maintenance, Repair, Rehabilitation and Replacement of Levee 37.
1
Notwithstanding anything to the contrary in the agreement or
agreements to be executed between the Village, the City, CCFPD and
IDNR as required in Section 2 above, the Parties shall be responsible
for OMRRR for only that portion of Levee 37 situated in each Party's
respective corporate limits. The Parties shall indemnify each other
for any OMRRR costs incurred outside of the indemnified parties
corporate limits and not fully funded by the State or Federal
government.
4. Effective Date.
This Amendment shall be binding on the Parties and effective only as of the date fully
executed by both Parties.
IN WITNESS WHEREOF, the Parties hereto have entered their hands and seals.
VILLAGE OF MOUNT PROSPECT
CITY OF PROSPECT HEIGHTS
Irvana K. Wilks, Mayor
Patrick Ludvigsen, Mayor
Date
Date
Attest:
Attest:
Village Clerk
City Clerk
2
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE VILLAGE OF MOUNT PROSPECT TO
EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH THE SOLID
WASTE AGENCY OF NORTHERN COOK COUNTY
WHEREAS, Article VII, Section 10 of the Constitution of the State of Illinois, and the
Illinois Complied Statutes at 5 ILCS 220/1 et seq. authorize inter-governemental
cooperation and agreement between municipal corporations; and
WHEREAS, substantial portions of the Village of Mount Prospect (Village) are located
along the Des Plaines River and within the Upper Des Plaines River watershed; and
WHEREAS, property in the Village is threatened by flood watfrs from the Des Plain,es
River; and
WHEREAS, the United States Army Corps of Engineers ("COE") and the Illinois
Departmel1t .of Nat~al Resources ("INDR") have proposed the construction of a certain
public wor~s project commonly known as the Levee 37 Project ("Levee 37") to prevent
flooding from the Des Plaines River in the Village; and
WHEREAS, COE and IDNR, as part of the Levee 37 Project, require the Village
(together with the City of Prospect Heights, Illinois) to be the local sponsors of Levee 37
which requires the Village and the City of Prospect Heights to obtain certain permanent
and temporary easements necessary for construction and operation of Levee 37 and to
maintain Levee 37 once it is constructed; and
WHEREAS, the Village has determined that construction of Levee 37 is in the best
interest of the public health, safety and welfare and that the Village shall be one of the
local spon~ors in order that Levee 37 shall be constructed, operated and maintained; and
--
WHEREAS, in order to construct the Levee 37 Project the Village (together with the
City of Pro'spect Heights, as the local sponsors) must acquire certain easements from the
Cook County Forest Preserve District, and in order to obtain such easements the Village
(together with the City of Prospect Heights), as one bfthe local sponsors must, inter alia,
convey cer.tain real property to the Cook County Forest Preserve District; and
WHEREAS, in order to obtain the said real property for re-conveyance to the Cook
County Forest Preserve District, the Village, using its home rule authority and for the
benefit of both of the aforementioned local sponsors, must purchase and take title to
certain real property from the Solid Waste Agency of Northern Cook County
("SW ANCC"), an Illinois municipal corporation;
WHEREAS, the acquisition and conveyance of the said real property is necessary and in
the best interest of the citizens and residents ofthe Village.
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE MOUNT PROSPECT, COOK COUNTY,
ILLINOIS, as follows:
~
iManaae:219423 1
SECTION 1: That under the authority vested in the corporate authorities of the
Village of Mount Prospect, through the Constitution and statutes of the State of Illinois,
the President and Board of Trustees of the Village of Mount Prospect find that it is in the
best interests of the Village to enter an intergovernmental agreement with SW ANCC for
acquisition of real estate, for the purpose of alleviation of flooding in the Village from the
Upper Des Plaines River. The said intergovernmental agreement between the Village
and SW ANCC is tentatively titled "Agreement for Purchase and Sale of Real Estate," and
a preliminary draft thereof is attached hereto as EXHIBIT # 1 and is incorporated by
reference herein.
SECTION 2: That the Attorneys of the Village are instructed and directed to
negotiate with SW ANCC, in order to finalize the said intergovernmental agreement listed
in Section 1 above, on substantially the same terms and conditions as set forth in
EXHIBIT #1, or on similar terms and conditions that will protect the public health and
welfare of the citizens and residents of the Village and are in the best interests of the
Village and its citizens and residents. The Attorneys of the Village shall deliver the
tentatively finalized intergovernmental agreement to the Village Manager of the Village
for his review, and if the Village Manager determines that such intergovernmental
agreement is in conformity with the provisions of this Section and Section 1 above, he
shall thereafter present such intergovernmental agreement to the President and Village
Clerk for signature
SECTION 3: That the President and the Village Clerk are hereby authorized to
execute the said intergovernmental agreement referred to in Section 1 above, after the
Attorneys for the Village and the Village Manager have complied with Section 2 above.
SECTION 4: That this Resolution shall be in full force and effect from and after
its passage and approval in the manner provided by law.
SECTION 5: That all motions and resolutions or parts thereof in conflict with
the provisions of this Resolution are, to the extent of such conflict, hereby repealed.
AYES:
NAYS:
ABSENT:
PASSED and APPROVED this 2nd day of September, 2008.
Irvana K. Wilks
Mayor
ATTEST:
M. Lisa Angell
Village Clerk
H:\CLKO\WIN\Resolution - Levee 37sept2008.DOC
iManage:219423 1
DRAFT 9/2/08
AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
(this "AJ!reement'~ is entered into as of the Effective Date per Section 1 0.15, by and between
SOLID WASTE AGENCY OF NORTHERN COOK COUNTY, an Illinois municipal
corporation ("Seller'~, VILLAGE OF MOUNT PROSPECT and CITY OF PROSPECT
HEIGHTS, Illinois municipal corporations ("Purchasers'~.
RECITALS:
A. Seller is the owner in fee simple of certain land (the "Land'~ which is legally
described on EXHIBIT A attached hereto. The Land consists of four (4) sub parcels, one of
which is approximately five (5) acres and is located on the west bank of the Des Plaines River
("Lot 2 West"), one of which consists of approximately two and twenty-three hundred (2.23)
acres and is located immediately east of Lot 2 West and lies within the Des Plaines River ("Lot 2
East"), one of which is approximately one and seven thousand two ten thousandth (1.7002) acres
and is located on the west bank of the Des Plaines River and south of Lot 2 West ("Lot 3 West")
and one of which consists of approximately eight thousand seventy one ten thousandth (.8071)
acre and is located immediately east of Lot 3 West and lies within the Des Plaines River ("Lot 3
East"). Lots 2 West, 2 East, 3 West and 3 East are located east of Des Plaines River Road on the
eastern perimeter of the Seller's "Glenview Transfer Station" site in Glenview, State of Illinois
and in the aggregate consist of approximately 9.7373 acres of SW ANCC Subdivision Unit No.2
(collectively, "Lot 2") according to plat thereof recorded as Document No. 070300 6079
("Subdivision Plat"). The Land and all improvements located on the Land; all easements and
appurtenances belonging to the Land; and all interest of the titleholder of the property in any
streets or other rights of way adjacent to the Land, are collectively referred to as the "Property".
B. Purchasers desire to purchase from Seller and Seller desires to sell to Purchasers the
Property on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1
AGREEMENT TO PURCHASE AND SELL
Purchasers agree to purchase and Seller agrees to sell the Property to Purchasers at the
Purchase Price described below, subject to the terms and conditions set forth in this Agreement.
In furtherance of such agreement, Seller agrees to conveyor cause to be conveyed to the District
(as defined and provided in Article 7 below) fee simple title to the Property subject to the
5173045.5
Permitted Exceptions (defined below). Such conveyance shall be by a recordable quitclaim deed
in the form attached hereto as Exhibit B (the "Deed") and the other instruments specified in
Section 8.4 below.
ARTICLE 2
PURCHASE PRICE
2.1 Purchase Price. The purchase price (the "Purchase Price") to be paid by
Purchasers to Seller for the Property shall be Two Hundred Fifty Nine Thousand Seven Hundred
Six Dollars and no/IOO ($259,706.00). The Purchase Price is calculated on the basis of $38,761
per acre multiplied by the number of acres in Lot 2 West (5 acres) as and Lot 3 West (1.7002
acres), set forth on the Subdivision Plat.
2.2 Payment of the Purchase Price. The Purchase Price, plus or minus any
adjustments, credits or prorations provided for herein, shall be paid in full at the Closing, by
cashier's or certified check or wire transfer of current funds.
2.3 Closine: Costs. Seller shall pay the cost of obtaining and recording any releases
of any mortgages, liens or other encumbrances which are not Permitted Exceptions. Purchaser
shall pay all other costs, including without limitation: (a) the Title Commitment and any Title
Policy; (b) the Preliminary Survey; (c) any stamp or transfer taxes imposed by State, County or
municipal law or ordinance; (d) all applicable title coverages (including extended coverage and
endorsements); (e) any stamp or transfer tax imposed by local law (unless such law imposes the
payment obligation on Seller); (f) recording the Deed and any other documents required by
Purchasers, the District or the District's lender; and (g) all lender escrow and other fees imposed
in connection with the Closing. Purchasers and Seller shall share equally the escrow fees for the
Closing. Each party shall pay its own legal fees.
2.4 Prorations and Adiustments. All items of income or expense other than real
estate taxes and assessments ("Taxes'') shall be prorated according to prevailing local custom.
The Property is exempt from Taxes, and therefore no tax proration shall be made.
ARTICLE 3
DELIVERIES AND CONDITIONS PRECEDENT
In addition to the terms and conditions set forth elsewhere in this Agreement, the parties'
respective obligations in relation the Property shall be subject to the satisfaction of the following
contingencies and conditions precedent:
3.1 Seller's Deliveries and Purchasers' Indemnitv.
(a)
Seller has provided copies of certain documentation in its possession
related to the Property (including, without limitation, that certain Phase I
Environmental Assessment prepared by Shaw Environmental, Inc. dated
5173045.5
2
February, 2005 (the "Environmental Report"). Except as shall be required
by law, or unless Seller consents in writing to disclosure, Purchasers shall
keep any material non-public information provided to Purchasers
(including, without limitation, the Environmental Report) confidential but
may provide access to its representatives, consultants, lenders and similar
parties on an "as needed" basis, subject to the obligation to otherwise
maintain confidentiality. If Purchasers fail to close in a timely manner,
Purchasers shall immediately return to Seller any and all materials Seller
has delivered to Purchasers in connection with Purchasers' review (the
"Return Items").
(b) Purchasers shall have access to the Property for the purpose of any
inspections it deems necessary but Purchasers shall repair any damage to
the Property resulting from Purchasers' activities on the Property under
this Agreement. Purchasers shall indemnify, defend, and hold harmless
Seller and Seller's partners, shareholders, officers, directors, employees
and agents from and against any and all loss, damage, liability or expense
(including reasonable attorneys fees) and claims and liens of mechanics or
materialmen any of the indemnified parties may incur as a result of
Purchaser's access, other than any property damage or injury to any
person, which damage or injury is caused solely by the gross negligence or
willful misconduct of Seller. The indemnity obligations of Purchasers
under this Section 3.1 shall survive the Closing or a termination of this
Agreement, and shall be referenced in the Deed and binding upon the
District and upon any subsequent grantees, notwithstanding anything
contained to the contrary in this Agreement.
3.2 No Contin2encies. Except as expressly provided in this Agreement, there shall
be no other contingencies or conditions precedent to the parties obligations hereunder, including,
financing or government approvals contingencies.
3.3 AS-IS. EXCEPT AS SPECIFICALL Y PROVIDED IN ARTICLES 5 AND 6
BELOW, PURCHASERS FOR THEIRSEL VES AND FOR THE DISTRICT (AS DEFINED IN
ARTICLE 7, BELOW) ACKNOWLEDGE THAT IT HAS NOT RELIED AND WILL NOT
RELY ON ANY REPRESENTATION, WARRANTY, ASSURANCE OR UNDERTAKING
MADE OR ALLEGED TO BE MADE BY OR ON BEHALF OF SELLER, OF ANY
NATURE, ORAL, IMPLIED, INFERRED OR OTHERWISE, IN CONNECTION WITH THE
PROPERTY. PURCHASERS AGREE IT WILL PERFORM AND RELY SOLELY UPON ITS
OWN DUE DILIGENCE AND, SUBJECT TO THE TERMS OF THIS AGREEMENT,
ACCEPT THE PROPERTY AT CLOSING IN "AS-IS" CONDITION. PURCHASERS
FURTHER ACKNOWLEDGE THAT NEITHER MA YER BROWN LLP NOR ANY OTHER
REPRESENTATIVE, AGENT OR THIRD PARTY SHALL HAVE THE POWER TO BIND
SELLER, UNLESS SELLER EXPRESSLY AGREES IN WRITING TO BE BOUND.
5173045.5
3
ARTICLE 4
TITLE INSURANCE AND SURVEYS
4.1 Title Commitment: Preliminarv Survev: Subdivision Plat. Purchasers have
obtained and provided to Seller:
(a) a preliminary boundary survey ("Preliminary Survey") of the Seller's
Glenview Transfer Station property, including the Land, prepared by
Gremley and Biedermann, Inc. (the "Surveyor") dated March 25,2003, as
its Order No. 103361 and a copy ofthe Subdivision Plat.
(b) a commitment (the "Title Commitment") for a form ALTA (revised, 2006)
owner's title insurance policy issued by Chicago Title Insurance Company
(the "Title Insurer") in the amount of the Purchase Price as Order No.
1401-008389364 dated August 13,2008.
(c) copies of all documents evidencing the exceptions raised on the Title
Commitment other than any mortgage documents to be paid off at the
Closing.
4.2 Permitted Exceotions. Purchasers have reviewed the Subdivision Plat, the
Preliminary Survey, the Title Commitment and acknowledges that the Property shall be
conveyed subject to the matters described on EXHIBIT C attached hereto ("Permitted
Exceptions").
4.3 Title Policy; Final Survey.
(a) Prior to Closing, Purchasers may elect to obtain at their expense an
updated survey of the Land (the "Final Survey"), which shall: (i) confirm
the legal description of the Land for purposes of the documents to be
delivered at Closing and the balance of the land covered in the Subdivision
Plat; and (ii) be certified to Purchasers, the District and the District's
lender, if any, the Seller and the Title Insurer; and
(b) At the Closing, Purchasers may elect to obtain a title policy from the Title
Insurer, or in lieu thereof a marked-up title commitment from the Title
Insurer (either being referred to herein as the "Title Policy") at no cost to
Seller.
4.4 Obiection and Cure Period. If a subsequent version of the Title Commitment or
the Final Survey contain any matters not constituting Permitted Exceptions or liens which are of
a definite and ascertainable amount not to exceed the Purchase Price which can be removed at
Closing by payment of money ("Removable Liens"), then Seller may, at its election, within ten
(10) days after Seller's receipt ofa subsequent version of the Title Commitment or Final Survey,
but not later than the Closing Date: (a) cause the non-permitted matters to be deleted from the
Title Commitment; (b) terminate this Agreement by written notice to Purchasers; or (c) subject to
Purchasers' approval of such arrangement, cause the Title Insurer expressly to insure over suchSnon-permitted matters.
5173045.5
4
ARTICLE 5
COVENANTS
Seller hereby makes the following covenants to Purchasers which shall be applicable so
long as this Agreement is in effect:
(a) Seller shall not enter into any agreements (including leases other than
terminable farm leases approved by Purchasers in its reasonable
discretion) or amend any existing agreements which affect the Property
and which would survive the Closing without Purchasers' consent;
(b) Seller shall furnish Purchasers with any notices Seller receives from
governmental authorities pertaining to the Property;
(c) Seller shall not remove or materially disturb any portion of the Property
including cutting trees, removing landscaping, or performing site grading,
unless Purchasers consent; and
(d) Seller shall allow Purchasers access to the Property throughout the term of
this Agreement on the terms and conditions set forth in Section 3 .1 (b).
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 Seller's Representations and Warranties. Seller represents and warrants to
Purchasers as follows:
(a)
(b)
(c)
5173045.5
Authoritv. Seller is the owner of the fee simple absolute title to the
Property. Seller has full power and authority to sell and conveyor to
cause the conveyance of the Property as provided for in this Agreement,
and this Agreement is binding and enforceable against Seller.
Aueements. Neither the execution and delivery of this Agreement by
Seller nor the consummation of the transactions contemplated hereby will
result in any breach or violation of or default under any judgement, decree,
order, mortgage, lease, agreement, indenture or other instrument to which
Seller is a party.
Litie:ation. To Seller's knowledge, there is no litigation, proceeding,
claim or investigation, including, without limitation, any condemnation,
zoning, or environmental proceeding, pending or threatened, which affects
the Property or this transaction.
5
(d) Survivint! At!reements. At closing, other than with regard to the
Permitted Exceptions, there will be no leases or service agreements
affecting the Property which will survive the Closing.
(e) "Seller's Knowledt!e" as used in this Agreement shall mean the actual
current knowledge of C. Brooke Beal, without any duty of inquiry or
investigation.
6.2 Purchasers' Renresentations and Warranties. Purchasers represent and
warrant to Seller as follows:
(a) At!reements. Neither the execution and delivery of this Agreement by
Purchasers nor the consummation of the transactions contemplated hereby
will result in any breach or violation of or default under any judgement,
decree, order, mortgage, lease, agreement, indenture or other instrument to
which Purchasers are parties;
(b) Authoritv. Purchasers have full power and authority to execute this
Agreement and purchase the Property as provided for in this Agreement
and this Agreement is binding and enforceable against Purchasers.
6.3 Breach of Renresentations and Warranties. Each party warrants that each of
the representations and warranties made by it in this Article 6 or appearing in other parts of this
Agreement is true as of the date of this Agreement and will also be true as of the Closing. Each
party shall notify the other promptly if such party becomes aware prior to the Closing Date of
any matter which would render any of the representations or warranties of such party untrue in
any material respect.
ARTICLE 7
ADDITIONAL CONDITIONS AND AGREEMENTS
The parties acknowledge that the Purchasers shall not accept title to the Property directly,
and have agreed and arranged to have the Forest Preserve District of Cook County (the
"District") accept title thereto. The conveyance shall be expressly subject to the terms of this
Agreement including, without limitation, the terms and conditions set forth in Section 3.1(b) and
Section 3.3. The Deed shall also contain, among other things, a restriction that so long as the
Seller or any successor to Seller operates the Seller's Glenview Transfer Station as a solid waste
transfer facility, the Property shall-be used as part of a bike path and pedestrian walkway system
and for no other purpose whatsoever without the prior written consent of Seller or successor to
Seller. The parties acknowledge that the District is not a party or intended third party beneficiary
with respect to this Agreement and that Purchasers shall be solely responsible for any agreements
with and/or requirements of the District.
5173045.5
6
ARTICLE 8
THE CLOSING
8.1 Definition: Time and Place. The performance by Seller and Purchasers of their
respective obligations under this Agreement directly or through the completion of the escrow
deposits required of them to be made and the delivery of the Purchase Price to the Seller by the
Closing Escrowee after delivery of the Title Policy to Purchasers and delivery of possession of
the Property to Purchasers shall constitute the closing of the sale (the "Closing"). The date of the
Closing (the "Closing Date") shall be on or before ,2007, or such later date as may be
extended by mutual written consent of Purchasers and Seller. The Closing shall take place at the
downtown Chicago office of the Title Insurer.
8.2 Possession. Possession of the Property shall be delivered at the Closing.
8.3 Escrow. This sale shall be closed through a "New York style" escrow (the
"Escrow") with the Title Insurer (the "Closing Escrowee"), in accordance with the general
provisions of the usual form of escrow agreement then in use by the Closing Escrowee, with
such special provisions inserted in the escrow agreement as may be required to conform with this
Agreement (the "Escrow Agreement"). The Escrow and Escrow Agreement shall be auxiliary to
this Agreement, and this Agreement shall govern in the event of any inconsistency with the
Escrow Agreement. Upon the creation of the Escrow, payment of the Purchase Price and
delivery of the Deed and other closing documents shall be made through the Escrow. The
attorneys for the parties are. hereby authorized to execute the Escrow Agreement and any
amendments thereto. Each party shall have the right to inspect all documents prior to or at the
time of deposit in the Escrow.
8.4 Documents To Be Delivered Bv Seller At Closine:. At the Closing Seller shall
deliver or cause to be delivered to Purchasers through the Escrow, the following, each of which
shall be in form reasonably satisfactory to Purchasers and (if applicable) the Title Insurer:
(a) the Deed;
(b) all other documents (if any) required, pursuant to other provisions of this
Agreement or the Escrow Agreement, to be executed and delivered by
Seller; and
(c) such other instruments and documents as may be reasonably required in
order to carry out the purposes of this Agreement (including, without
limitation, evidence of the requisite authority to perform its obligation
hereunder).
8.5 Documents To Be Delivered Bv Purchasers At Closine:. At the Closing
Purchasers shall deliver or cause to be delivered to Seller through the Escrow, the following,
each of which shall be in form reasonably satisfactory to Seller and (if applicable) the Title
Insurer:
(a)
the Purchase Price, plus or minus adjustments, credits and prorations
provided for herein;
5173045.5
7
(b) all other documents required pursuant to other provIsIons of this
Agreement or the Escrow Agreement to be executed and delivered by
Purchasers; and
(c) such other instruments and documents as may be reasonably required in
order to carry out the purpose of this Agreement (including, without
limitation, evidence of the requisite authority to perform its obligation
hereunder).
8.6 Documents to be Jointly Delivered bv Seller and Purchasers at Closin2. At
the Closing Seller and Purchasers shall each execute and deliver through the Escrow, the
following, each of which shall be in form reasonably satisfactory to both parties and (if
applicable) the Title Insurer:
(a) applicable transfer tax declarations for the State of Illinois, the County and
any necessary municipal transfer declarations;
(b) a Closing Statement (in triplicate);
(c) AL T A Statements as required by the Title Insurer; and
(d) such other instruments and documents as may be reasonably required in
order to carry out the purpose of this Agreement.
ARTICLE 9
DEFAULTS; REMEDIES
9.1 Purchasers' Default. In the event of a default by Purchasers, which default is
not cured within ten (10) Business Days after written notice of such default is given by Seller to
Purchasers, then Seller may, pursue any and all legal and equitable remedies which Seller may
have.
9.2 Seller's Default. In the event of a default by Seller, which default is not cured
within ten (10) Business Days after written notice of said default is given by Purchasers to Seller,
then Purchasers may at their sole option and in lieu of any and all legal and equitable remedies
which Purchasers may have: (a) rescind this Agreement; or (b) pursue against Seller an action for
specific performance or other similar relief to enforce this Agreement, provided such suit is
brought within ninety (90) days of Seller's default.
ARTICLE 10
MISCELLANEOUS
10.1 No Real Estate Brokers and Consultants. Purchasers and Seller each represents
and warrants to the other that it has had no dealings with any broker, agent or other party and
5173045.5
8
each party agrees to hold harmless and indemnify the other from and against any and all costs,
expenses or liabilities (including attorneys' fees) arising in connection with claims by any other
party who allegedly dealt with, or was retained or employed by the indemnifying party.
10.2 Notices. All notices and other communications which are required to be, or
which may be given under this Agreement shall be in writing, and shall be delivered at the
addresses set out hereinbelow. Notice may be given by personal delivery, facsimile, recognized
overnight courier, or by United States mail in the manner set forth below. Notice shall be
deemed to have been duly given (a) if by personal delivery, on the first to occur of the date of
actual receipt or refusal of delivery by any person at the intended address, (b) if by facsimile,
upon confirmed transmission, (c) if by overnight courier, on the first (1st) Business Day after
being delivered to a recognized overnight courier, or (d) if by mail, on the third (3rd) Business
Day after being deposited in the United States mail, certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:
If to Seller: Solid Waste Agency of Northern Cook County
2700 Patriot Boulevard, Suite 110
Glenview, Illinois 60026
Attention: C. Brooke Beal
Telephone: (847) 724-8030
Facsimile: (847) 724-9605
With a Copy to: Robert V. Fitzsimmons, Esq.
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 701-7150
Facsimile: (312) 706-8705
If to Purchasers: Village of Mount Prospect
50 South Emerson Street
Mount Prospect, Illinois 60056
Attention: Mayor Irvana K. Wilks
Telephone: (847) 392-6000
Facsimile: (847) 392-6022
City of Prospect Heights
8 North Elmhurst Road
Prospect Heights, Illinois 60070
Attention: Mayor Patrick Ludvigsen
Telephone: (847) 398-6070
Facsimile: (847) 392-4244
With a Copy to: Buzz Hill, Esq.
Village of Mount Prospect
50 South Emerson Street
5173045.5 9
Mount Prospect, Illinois 60056
Telephone: (847) 392-6000
Facsimile: (847) 392-6022
,Esq.
City of Prospect Heights
8 North Elmhurst Road
Prospect Heights, Illinois 60070
Telephone: (847) 398-6070
Facsimile: (847) 398-4244
or to such other address as either party may from time to time specify as its address for
the receipt of notices hereunder, in a notice to the other party.
10.3 Assie:nment. Purchasers may not assign or pledge any of its rights under this
Agreement without the prior written consent of Seller. Subject to the foregoing, this Agreement
shall be binding upon the undersigned and each of their successors and assigns.
10.4 No Joint Venture Between Seller and Purchasers. The parties acknowledge
and agree that this Agreement and the actions contemplated and permitted by it do not create and
shall not be construed as a partnership or joint venture between Seller and Purchasers. Neither
party is an agent for the other party, and neither party shall or can bind the other party or enter
into contracts for the other party.
10.5 Entire Ae:reement; Amendments. This Agreement embodies the entire
understanding of the parties and there are no further or other agreements or understandings,
written or oral, in effect between the parties relating to the subject matter hereof except as may
be set forth in writing executed by both parties contemporaneously with or subsequent to this
Agreement. The provisions of this Agreement may not be amended, changed or modified orally,
but only by an agreement in writing signed by the party against whom any amendment, change
or modification is sought.
10.6 Severability. If any term or provision of this Agreement or any application
thereof shall be invalid or unenforceable, the remainder of this Agreement and other applications
thereof shall not be affected thereby.
10.7 Cautions; Number. The captions contained in this Agreement are for the
convenience of reference only, and shall not affect the meaning, interpretation or construction of
this Agreement. As used in this Agreement, the singular form shall include the plural and the
plural shall include the singular, to the extent that the context renders it appropriate.
10.8 Counteroarts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to be one and the
same instrument.
5173045.5
10
10.9 Governine: Law. This Agreement and all rights, obligations and liabilities
hereunder shall be governed by, and construed in accordance with, the internal laws of the State
of Illinois.
10.10 Time of the Essence. Time is of the essence of this Agreement.
10.11 Survival. With the exception of Section 3.1(b), which by its terms shall survive
indefinitely, all of the respective representations and warranties of Seller and Purchasers
hereunder, and all of their respective rights and remedies with respect to the incorrectness or
breach thereof, shall survive the Closing Date for a period of six (6) months from the date of
Closing.
10.12 Waiver. Except as otherwise expressly provided in this Agreement, no waiver by
a party of any breach of this Agreement or of any warranty or representation hereunder by the
other party shall be deemed to be a waiver of any other breach by such other party (whether
preceding or succeeding and whether or not of the same or similar nature) and no acceptance of
payment or performance by a party after any breach by the other party shall be deemed to be a
waiver of any breach of this Agreement or of any representation or warranty hereunder by such
other party whether or not the first party knows such breach at the time it accepts such payment
or performance. Except as otherwise expressly provided in this Agreement, no failure or delay
by a party to exercise any right it may have by reason of the default of the other party shall
operate as a waiver of default or modification of this Agreement or shall prevent the exercise of
any right by the first party while the other party continues to be so in default.
10.13 Business Davs. If any date specified in this Agreement for the Closing Date or
for commencement or expiration of time periods for termination or approvals or for notice occurs
on a day other than a Business Day, then any such date shall be postponed to the following
Business Day. As used herein, "Business Dav" shall mean any day other than a Saturday,
Sunday or a holiday observed by national banks or the Title Insurer.
10.14 Limitation of Liabilitv. Any obligation or liability whatsoever of either party,
which may arise at any time under this Agreement or any document delivered pursuant to this
Agreement shall be satisfied, if at all, out of such party's assets only. No such obligation or
liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to,
the property of any of such party's shareholders, trustees, officers, employees or agents,
regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.
10.15 Effective Date. The "Effective Date" as used herein shall be the date of the last
party's execution hereof.
10.16 Recitals. The Recitals at the beginning of this Agreement are an integral part of
this Agreement.
10.17 No Rie:hts to Third Parties. No provision in this Agreement shall create or give
to any third parties any claims or rights of actions against either Seller or Purchasers.
[SIGNATURES ON FOLLOWING PAGE]
5173045.5
11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date determined pursuant to Section 10.15 above.
SELLER
SOLID WASTE AGENCY OF
NORTHERN COOK COUNTY,
an Illinois municipal corporation
By:
Name: C. Brooke Beal
Title: Executive Director
Date:
, 2008
PURCHASERS
VILLAGE OF MOUNT PROSPECT,
an Illinois municipal corporation
By:
Name: Irvana K. Wilks
Title: Mayor
Date:
, 2008
CITY OF PROSPECT HEIGHTS,
an Illinois municipal corporation
By:
Name: Mayor Patrick Ludvigsen
Title: Mayor
Date:
, 2008
5173045.5
13
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
LOT 2, COMPRISED OF LOT 2 EAST AND LOT 2 WEST, AND LOT 3,
COMPRISED OF LOT 3 EAST AND LOT 3 West IN SW ANCC
SUBDIVISION UNIT NO.2, BEING A RESUBDIVISION OF PART OF LOTS
1, 2 AND 3 IN SW ANCC SUBDIVISION ACCORDING TO THE PLAT
THEREOF RECORDED MARCH 5, 2004 AS DOCUMENT NUMBER
0406531190, AND OF LOTS 1,2,3 4 AND 5 IN MARYVILLE HEIGHTS,
BEING A SUBDIVISION OF PART OF THE SOUTHEAST 14 OF SECTION
36, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL
MERIDIAN AND PART OF THE SOUTHWEST 14 OF SECTION 31,
TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT
OF SAID SW ANCC SUBDIVISION NO.2 RECORDED JANUARY 30, 2007
AS DOCUMENT NUMBER 0703006079, IN COOK COUNTY, ILLINOIS.
P.I.N.: 04-31-300-008 (part)
04-36-400-012 (part)
04-36-400-013 (part
[MAY BE REVISED]
ADDRESS: Part of Solid Waste Agency of North em Cook County Glenview
Transfer Station property off Providence Drive at Des Plaines
River Road, Glenview, Illinois.
5173045.5 14
EXHIBIT B
Prepared by:
Robert V. Fitzsimmons
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
After Recording return to:
Forest Preserve District of Cook County
Attention: Legal Department
Suite 2010
69 West Washington Street
Chicago, Illinois 60602
QUIT CLAIM DEED
THIS AGREEMENT, made this day of ,2008, between
Solid Waste Agency of Northem Cook County, an Illinois municipal corporation
("Grantor") and Forest Preserve District of Cook County, Illinois, a
("Grantee").
Witnesseth, that Grantor, for and in consideration of the sum of $10.00
Dollars and other good and valuable consideration in hand paid by the Grantee,
the receipt whereof is hereby acknowledged, and pursuant to authority of the
Board of Directors of the Grantor, by these presents does QUIT CLAIM AND
CONVEY unto the Grantee, and to its successors and assigns, FOREVER, all the
following described real estate, situated in the County of Cook and State of
Illinois, including after acquired title, if any, known and described as follows, to
wit:
See Exhibit A attached hereto
Together with all and singular the hereditaments and appurtenances
thereunto belonging, or in anywise appertaining, and the reversion and reversions,
remainder and remainders, rents, issues and profits thereof, and all the estate,
right, title, interest, claim or demand whatsoever, of the Grantor, either in law or
equity, of, in and to the above described premises, with the hereditaments and
appurtenances: TO HAVE AND TO HOLD the said premises as above described,
with the appurtenances, unto the Grantee, its successors and assigns forever.
The within conveyance is made pursuant to the terms and conditions of
that certain Agreement for Purchase and Sale of Real Estate dated ,
2008, including without limitation the terms and conditions of Section 3 .1 (b) and
5173045.5
Section 3.3 thereof. By its acceptance of this Deed and conveyance Grantee, for
itself and for its successors and assigns, acknowledges that so long as Grantor or
any successor to Grantor operates the Glenview Transfer Station as a solid waste
transfer facility, the real estate shall be used as part of Grantee's bike path and
walkway system and for no other purpose whatsoever without the prior written
consent of Grantor or successor to Grantor.
[SIGNATURES ON FOLLOWING PAGE]
5173045.5
IN WITNESS WHEREOF, the Grantor has caused its corporate seal to be
affixed, and caused its name to be signed to these presents by its Executive
Director, the day and the year first above written.
GRANTOR:
SOLID WASTE AGENCY OF NORTHERN
COOK COUNTY, an Illinois municipal
corporation
By:
Name: C. Brooke Beal
Title: Executive Director
Forward future
tax bills to:
Forest Preserve District of Cook County
Attention: Legal Department
Suite 2010
69 West Washington Street
Chicago, Illinois 60602
"Exempt under provisions of Section 31-45, Paragraph (b), Real Estate
Transfer Act (35 ILCS 2cd 31 et seq.)"
Date: _, 2008
Buyer, Seller or Representative
5173045.5
STATE OF ILLINOIS
)
)
)
SS
COUNTY OF COOK
I, , a notary public in and for said County, in the State
aforesaid, do hereby certify that C. Brooke Beal, personally known to be to be the
Executive Director of the Solid Waste Agency of Northern Cook County, an
Illinois municipal corporation (the "Agency"), and personally known to be to be
the same person who is subscribed to the foregoing instrument, appeared before
me this day in person and acknowledged that as such he signed and delivered the
said instrument pursuant to proper authority given by the Board of Directors of
said Agency, as his free and voluntary act, and as the free and voluntary act and
deed of said Agency, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this _ day of
2008.
Notary Public
[SEAL]
My commission expires:
5173045.5
EXHIBIT A
LEGAL DESCRIPTION
LOT 2, COMPRISED OF LOT 2 EAST AND LOT 2 WEST, AND LOT 3,
COMPRISED OF LOT 3 EAST AND LOT 3 WEST, IN SW ANCC
SUBDIVISION UNIT NO.2, BEING A RESUBDIVISION OF PART OF LOTS
1 AND 3 IN SWANCC SUBDIVISION ACCORDING TO THE PLAT
THEREOF RECORDED MARCH 5, 2004 AS DOCUMENT NUMBER
0406531190, AND OF LOTS 1,2 AND 5 IN MARYVILLE HEIGHTS, BEING
A SUBDIVISION OF PART OF THE SOUTHEAST ~ OF SECTION 36,
TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL
MERIDIAN AND PART OF THE SOUTHWEST ~ OF SECTION 31,
TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT
OF SAID SW ANCC SUBDIVISION NO.2 RECORDED JANUARY 30, 2007
AS DOCUMENT NUMBER 0703006079, IN COOK COUNTY, ILLINOIS.
P.I.N.: 04-31-300-008 (part)
04-36-400-012 (part)
04- 36-400-0 13 (part)
[MAY BE REVISED]
ADDRESS: Part of Solid Waste Agency of Northem Cook County Glenview
Transfer Station property off Providence Drive at Des Plaines River Road,
Glenview, Illinois.
5173045.5
EXHIBIT C
PERMITTED EXCEPTIONS
1. General taxes for the year 2006 and subsequent years.
2. Terms, conditions, covenants and agreements set forth in that
certain Agreement for the Purchase and Sale of Real Estate dated
as of , 2008 by and between Grantor and the Village of
Mount Prospect and City of Prospect Heights, Illinois municipal
corporations.
3. Covenants, conditions, restrictions of record, including matters
described on the plat of Swancc Subdivision No.2.
4. All applicable laws and ordinances affecting the real estate
including but not limited to, zoning, subdivision, public health,
environmental and building.
5. Lack of a right of access to and from the real estate and any other
matter that would be disclosed are accurate survey of the land.
6. Public and Private Easements, recorded and unrecorded for utilities
and other purposes over, under and upon the real estate.
7. Easement for Right of Way for drainage purposes of Reese Creek
over and across land.
8. Rights of the United States of America, the State of Illinois, the
County of Cook, and the public in and to that part of the land
falling in the bed of the Des Plaines River; also rights of the
property owners in and to the free and unobstructed flow of the
waters of said river.
9. Easement for Stormwater Drainage and Detention, and the
Easement provisions and Grantees as set forth on the plat of
Maryville Heights recorded June 16, 1994 as Document 94530462.
10. Encroachment of fence located mainly on property West of and
adjoining over and onto the land by about 23.33 feet East as
disclosed by survey.
(May affect Lot 2 in SW ANCC Subdivision No.2)
5173045.5
5173045.5
11. Notice of Requirements for storm water detention, Metropolitan
Sanitary District of Greater Chicago Permit No. 92-28-, Recorded
September 18, 1992 as Document 92695633.
12. Terms, provisions, conditions and limitation contained in public
notice known as P-93-06, a copy of which was recorded March 4,
1994 as Document 94197113 relating to the annexation, recording
and subdivision.
13. Terms, provision, conditions and limitation contained in Ordinance
No. 1519, a copy of which was recorded March 4, 1994 as
Document 94197114 relating to the Annexation of certain territory
to the Village of Glenview, Cook County, Illinois.
14. Annexation Agreement, with Access Road Maintenance
Agreement affixed thereto, a copy of which recorded August 10,
1993 as Document 93628287, and the terms and provisions
contained therein.
15. Surveyor's Certificate appended to the Plat ofSWANCC
Subdivision recorded as Document 0406531190 and the Plat of
SW ANCC Subdivision No.2 recorded as Document 0703006079
which provides, in part: I further certify that the above described
property is located within a special flood hazard area zone AE
(Base Flood Elevations Determined) as per flood insurance rate
map Cook County Community Panel No. 17031 C 0209 F Effective
Date November 6, 2000.
16. Permanent easement in favor of State of Illinois, Department of
Transportation for the purpose of construction, access and future
maintenance recorded January 26, 2007 as Document 0702649088,
and the terms and provisions contained therein.
17. Easement in favor of the Catholic Bishop of Chicago, and its/their
respective successors and assigns, to install, operate and maintain
all equipment necessary for the purpose of serving the land and
other property, together with the right of access to said equipment,
and the provisions relating thereto contained in the grant recorded
October 15,2001 as Document 0010957712 and re-recorded
January 28, 2003 as Document 0030129354.
Mount Prospect
Mount Prospect Public Works Department
INTEROFFICE MEMORANDUM
FROM: ADMINISTRATIVE SUPERINTENDENT
TO: VILLAGE MANAGER MICHAEL E. JANONIS
DATE: AUGUST 28, 2008
SUBJECT: COMMERCIAL SOLID WASTE PROPOSAL REJECTION &
AWARD
Background
At a previous Committee of the Whole meeting Village staff presented the details of the
Village's proposed commercial solid waste proposal specifications. The decision was
made to mail out a request for proposal (RFP) to local waste haulers for these services.
On March 25, 2008 specifications were mailed to eight local solid waste haulers with the
RFP being due by April 17, 2008. The Village received seven proposals from: Allied
Waste, ARC Disposal, Flood Brothers, Groot Recycling & Waste Services, Lakeshore
Waste Services, Veolia and Waste Management.
Proposal
The proposals received were for a seven year contract concluding December 31,2015,
which would coincide with the conclusion of the current residential solid waste contract.
The proposals received included pricing for all dumpster sizes, roll-offs and compactors.
In addition the proposals included recycling for all commercial properties.
Subsequent to the receipt of the proposals on April 1 ih, several developments have
occurred with respect to the interests of potential stakeholders in an exclusive
commercial solid waste contract. Most notable, perhaps, is the pending sale of Allied
Waste to Republic Services. Republic Services is also the corporate parent of Arc
Disposal. At its 07/15/2008 meeting, the Village Board unanimously voted against
entering into a contract with Allied for commercial solid waste services. Due to this and
other developments, staff now believes it is in the best interests of the Village reject all
of the 04/17/2008 proposals.
Page 2 of 3
August 26, 2008
Commercial Solid Waste Proposal Rejection and Contract Award
Discussion
Additionally, over the past couple of years the Village has had discussions with ARC
Disposal concerning the annexation of their property along South Busse Road.
Recently ARC Disposal has agreed to annex this property into the Village. As part of
the annexation agreement negotiated by the Village Attorney, Republic, the corporate
parent of ARC and eventually Allied, would become the Village's exclusive commercial
waste hauler on terms consistent with the competitive proposals received pursuant to
the RFP (request for proposals) process.
Recommendation
As previously stated staff is recommending the rejection of all proposals received for
commercial solid waste services. In addition the staff is recommending the award of a
contract to ARC Disposal for commercial solid waste services.
~~
Cc: Glen R. Andler, Director of Public Works
Sean P. Dorsey, Deputy Director of Public Works
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE EXECUTION
OF AN EXCLUSIVE CONTRACT FOR COMMERCIAL SOLID
WASTE SERVICES IN THE VILLAGE OF MOUNT PROSPECT
WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have
determined that it is in the best interests of the Village of Mount Prospect to enter into an
agreement with ARC Disposal, Inc., for solid waste services to all nonresidential (commercial)
consumers within the corporate boundaries of the Village according to the terms of the
Agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, ACTING IN THE
EXERCISE OF ITS HOME RULE POWERS:
SECTION ONE: That the Board of Trustees of the Village of Mount Prospect does hereby
authorize and direct the President to execute and the Village Clerk to attest the signature on the
Agreement between ARC Disposal, Inc., and the Village of Mount Prospect for nonresidential
(commercial) solid waste services.
SECT10N TWO: That this Resolution shall be in full force and effect from and after its passage
and approval in the manner provided by law.
AYES:
NAYS:
ABSENT:
PASSED and APPROVED this _ day of
,2008.
Irvana K. Wilks,
Mayor
M. Lisa Angell,
Village Clerk
H:\CLKO\WIN\Resolution auth agrmt commercial solid waste contractsept2008.DOC
iManage:214145_1
b
Mount Prospect Public Works Department
INTEROFFICE MEMORANDUM
FROM:
DEPUTY DIRECTOR OF PUBLIC WORKS
~. ~J 1tiI;
q It- ota
TO:
VILLAGE MANAGER MICHAEL E. JANONIS
DATE: AUGUST 28,2008
SUBJECT: 2008 NORTHWEST MUNICIPAL CONFERENCE VEHICLE AUCTION
As you are aware, each year the Northwest Municipal Conference hosts two vehicle auctions in
the fall. This year the Village of Mount Prospect will be hosting the first auction on September
20, 2008, at the Public Works Facility. Hosting this auction proves to be a great benefit to the
Village and we have hosted the auction for several years. There is a 5% administration fee
charged to the member communities, but the host community is only charged a 2.5%
administration fee.
The Village will have nine (9) cars, one (1) van, one (1) truck, and five (5) pieces of equipment
that have been replaced and are available for the above-mentioned auction.
Attached is an ordinance declaring the eleven retired vehicles surplus. With your concurrence, I
would like to present this ordinance to the Mayor and Board of Trustees for their consideration
at the September 2, 2008 Village Board Meeting. ~
Sean P. Dorsey
Glen R. Andler
Director of Public Works
JG
attachment
E
H:\Administration\ORGANIZE\NWMC\Auction08\NWMC 2008 Auction Memo.DOC
ITEMS TO BE PLACED FOR AUCTION
SEPTEMBER 20, 2008
MOUNT PROSPECT PUBLIC WORKS FACILITY
1700 WEST CENTRAL ROAD
MOUNT PROSPECT, ILLINOIS
Minimum
Village 10 V.I.N. Year/Make/Model Type Price
316A 2FAFP71W7YX165810 2000 Ford Crown Victoria Car $100
306A 2FAFP71W44X135951 2004 Ford Crown Victoria Car $200
314A 1G1JC5243S7188458 1995 Chevrolet Cavalier Car $100
P-37 A 2FAFP71W8YX165816 2000 Ford Crown Victoria Car $500
324A 2FAFP71W61X161575 2001 Ford Crown Victoria Car $100
504 2G1 WL52M9T9287498 1996 Chevrolet Lumina Car $100
508 1 FMEE11 N7SHB97742 1995 Ford E-150 XLT Window Van $100
310A 1G1JC5246V7197983 1997 Chevrolet Cavalier Car $100
2758A 2FAFP71W42X148549 2002 Ford Crown Victoria Car $100
315A 1 G1 JC5249S7190165 1995 Chevrolet Cavalier Car $100
2738A 1 HTSDNURONH405354 1992 IH 4900 Truck/Flusher $5,000
n/a 2008 Ford Ranger Pickup Body Only $200
NJ1286 1990 Clarke 2400 Floor Scrubber $100
2116152599 6hp, 30 gal. compressor Craftsman $100
LZ11 U70ARS Wheelchair lift Braun $100
100 amp generator w/
3030216 automatic transfer switch Generac II $100
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE SALE OF CERTAIN PERSONAL
PROPERTY OWNED BY THE VILLAGE OF MOUNT PROSPECT
WHEREAS, in the opinion of at least three-fourths of the corporate authorities of the
Village of Mount Prospect, Cook County, Illinois, it has been determined that it is no
longer necessary, useful, or in the best interest of the Village of Mount Prospect to
retain the personal property specified herein; and
WHEREAS, it has been determined by the President and Board of Trustees of the
Village of Mount Prospect that the best interests of the Village would be served by
the sale of the personal property at a public auction conducted by the Northwest
Municipal Conference, which auction will be held on Saturday, September 20,2008
at 10:00 A.M. at the Mount Prospect Public Works Facility, 1700 W. Central Road,
Mount Prospect, Illinois.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS
ACTING IN THE EXERCISE OF THEIR HOME RULE POWER:
SECTION ONE: In accordance with the provisions of Section 65 5/11-76-4 of the
Illinois Compiled Statutes, the corporate authorities of the Village of Mount Prospect
find that the items of personal property listed on the attached, which are owned by
the Village of Mount Prospect, are no longer useful or necessary to the Village and
that the best interests of the Village will be served by selling said personal property at
a public auction being the subject of this Ordinance, to the highest bidder.
SECTION TWO: The Northwest Municipal Conference shall conduct a public auction
on Saturday, September 20,2008 at 10:00 A.M. at the Mount Prospect Public Works
Facility, 1700 W. Central Road, Mount Prospect, Illinois. Anyone interested may view
the personal property at this location and date between the hours of 8:00 A.M. and
10:00 A.M.
SECTION THREE: The Northwest Municipal Conference will cause a public notice
informing the general public of this public auction to be published in a newspaper of
general circulation.
SECTION FOUR: No bid shall be accepted for the sale of any item which is less
than the minimum value set forth on the attached list, unless the Village Manager or
the designee of the Village Manager so authorizes at the time of the auction.
Vehicle auction
Page 2/3
SECTION FIVE: Within ten (10) days after the successful bid is accepted, the
successful bidder shall tender to the Village of Mount Prospect the consideration
specified in the bid accepted and upon receipt of such consideration, the Village
Manager is hereby authorized to transfer title of said personal property to the
successful bidder.
SECTION SIX: This Ordinance shall be in full force and effect from and after its
passage, approval and publication in pamphlet form in the manner provided by
law.
AYES:
NAYS:
ABSENT:
Irvana K. Wilks
Mayor
ATTEST:
M. Lisa Angell
Village Clerk
H:lAdministration\ORGANIZE\N\l\MClAuctionDB\PW AUCTION sept 2DDB.doc
ITEMS TO BE PLACED FOR AUCTION
SEPTEMBER 20, 2008
MOUNT PROSPECT PUBLIC WORKS FACILITY
1700 WEST CENTRAL ROAD
MOUNT PROSPECT, ILLINOIS
Minimum
Village ID V.I.N. Year/Make/Model Type Price
316A 2FAFP71VV7YX165810 2000 Ford Crown Victoria Car $100
306A 2FAFP71VV44X135951 2004 Ford Crown Victoria Car $200
314A 1 G 1 JC5243S7188458 1995 Chevrolet Cavalier Car $100
P-37 A 2FAFP71VV8YX165816 2000 Ford Crown Victoria Car $500
324A 2FAFP71VV61X161575 2001 Ford Crown Victoria Car $100
504 2G 1 VVL52M9T9287 498 1996 Chevrolet Lumina Car $100
508 1 FMEE11 N7SHB97742 1995 Ford E-150 XLT VVindow Van $100
310A 1 G 1 JC5246V7197983 1997 Chevrolet Cavalier Car $100
2758A 2FAFP71VV42X148549 2002 Ford Crown Victoria Car $100
315A 1G1JC5249S7190165 1995 Chevrolet Cavalier Car $100
2738A 1 HTSDNURONH405354 1992 IH 4900 Truck/Flusher $5,000
n/a 2008 Ford Ranger Pickup Body Only $200
NJ 1286 1990 Clarke 2400 Floor Scrubber $100
2116152599 6hp, 30 gal. compressor Craftsman $100
LZ11 U70ARS VVheelchair lift Braun $100
100 amp generator w/
3030216 automatic transfer switch Generac II $100