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R-19-24VILLAGE OF DEERFIELD RESOLUTION NO. 2019- R-19-24 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH THE COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY WHEREAS, the Village of Deerfield ("Village's is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq., authorize and encourage intergovernmental cooperation; and WHEREAS, the Commuter Rail Division of the Regional Transportation Authority ("Metra') owns that certain property located at 860 Deerfield Road in the Village and which is commonly known as the Deerfield Metra Station (`Deerfield Station' WHEREAS, pursuant to an agreement with Metra, the Deerfield Station is operated and maintained by the Village; and WHEREAS, the Village and Metra desire to undertake a public transportation capital project to install an electronic access control system at the Station ("Project'; and WHEREAS, the Village and Metra desire to enter into an agreement for the provision of a capital grant by Metra to the Village, in an amount not to exceed $16,000, which amount shall be used in conjunction with the Project ('Agreement'; and WHEREAS, the Village Board has determined that it will serve and be in the best interests of the Village and its residents to enter into the Agreement with Metra; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF AGREEMENT. The Village Board hereby approves the Agreement by and between the Village and Metra in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Manager. SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Village Board hereby authorizes and directs the Village President and the Village Clerk to execute and seal, on behalf of the Village, the final Agreement. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. AYES: Benton, Jester, Oppenheim, Seiden, Shapiro, Struthers NAYS: None ABSTAIN: None ABSENT: None PASSED: November 18, 2019 APPROVED: November 19, 2019 RESOLUTION NO: R-19-24 VA/�� Harriet Rosenthal, Mayor ATTEST: Kent S. Stree , Village Clerk EXHIBIT A Agreement INTERGOVERNMENTAL FUNDING AGREEMENT FOR THE REPLACEMENT OF AN ACCESS CONTROL SYSTEM AT THE DEERFIELD METRA COMMUTER STATION THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is made between the Village of Deerfield, an Illinois municipal corporation ("Municipality"), and the Commuter Rail Division of the Regional Transportation Authority, a division of an Illinois municipal corporation ("Metra"). RECITALS: A. The Constitution of the State of Illinois, Article VII, Section 10, provides that units of local governments may contract among themselves in any manner not prohibited by law or by ordinance and encourages intergovernmental cooperation involving both technical and financial resources. B. The Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., authorizes public agencies in Illinois to exercise jointly with any other public agency any power or powers, privileges, functions or authority which may be exercised by a public agency, individually, and to enter into contracts for the performance of governmental services, activities, and undertakings. C. Metra has the authority to cooperate with other governmental agencies and desires to contribute grant funds to reimburse Municipality to offset the cost of replacing the access control system at the Deerfield Metra Commuter Station ("Project"). D. The Municipality is authorized to cooperate with Metra in the exercise of its powers and agrees to perform, or cause to be performed, the Project at the Deerfield Metra Commuter Station in the Village of Deerfield ("Premises"). E. Metra's goal in providing the agreed upon grant funds to the Municipality is to assure its commuter facility is in a state of good repair. F. Metra has determined that it is in the best interest of the parties to provide the Municipality grant funding to offset the cost of the performance of the Project. AGREEMENT THE PARTIES THEREFORE agree as follows: 1. THE PROJECT. The Municipality agrees to undertake and complete the Project which has been approved by Metra and more specifically described on Exhibit A, attached to and made a part of this Agreement, (the "Estimate"). 2. AMOUNT OF GRANT. The Project has been estimated to cost $15.075.1 S, Metra agrees to provide grant funding to the Municipality, to pay 100% of the Project's total cost in an amount not to exceed $16,000.00 ("Grant" or "Grant Funds"). Metra, at its sole discretion, may agree in writing to increase the amount of the Grant Funding subject to the approval of Metra's Executive Director, but in no event shall the total amount provided by Metra under this Agreement exceed the actual Net Project Cost. Metra is not liable for any amount in excess of the amount of the Grant Funding. The Municipality agrees that it will provide, or cause to be provided, the cost of project elements which are not approved for Metra's participation. METRA'S OBLIGATIONS. (a) Metra has reviewed and approved the Project Scope and Cost Estimate. (b) Metra agrees to pay Municipality the Grant Funds pursuant to the terms in conditions of this Agreement. (c) Metra reserves the right to inspect the Project at any and all stages of Work, as later defined herein, and the right to audit the funding transaction and use of said funds. 4. MUNICIPALITY'S OBLIGATIONS. (a) Municipality has provided the Project Scope and Cost Estimate(s) for the Project. (b) Municipality shall execute all contracts and perform all project management activities in accordance with the terms of this Agreement. Municipality shall follow its established rules, regulations and ordinances for each contract to be paid for with Project Funds. (c) Municipality shall be responsible for the performance of the Project elements ("Work") or causing the Work to be performed in a good and workmanlike manner and in accordance with the Project Scope and this Agreement. (d) To the fullest extent permitted by law, the Municipality agrees to indemnify, defend and hold harmless Metra, the Regional Transportation Authority ("RTA"), and the Northeast Illinois Regional Commuter Railroad Corporation ("NIRCRC"), and each of their respective directors, administrators, officers, agents, employees, successors, assigns, and all other persons, firms, and corporations acting on their behalf or with their authority, from and against any and all injuries, liabilities, losses, damages, costs, payments, and expenses of every kind and nature (including, without limitation, court costs and attorneys' fees) for claims, demands, actions, suits, proceedings, judgments, and/or settlements arising out of or in any way relating to or occurring in connection with the Project or this Agreement. The indemnities contained in this Section shall survive termination of this Agreement. (e) Municipality shall permit, and shall require its contractors to permit, Metra or its designated agents to inspect all work, materials, payrolls, and other data, and records with regard to the Project and to audit the books, records, and accounts of Municipality and its contractors with regard to the Project. JOINT OBLIGATIONS. (a) The parties agree to do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in furthering the objectives of this Agreement, and the intent of the parties as reflected by the terms of this Agreement, including, without limitation, the enactment of such resolutions and ordinances, the execution of such permits, applications and agreements, and the taking of such other actions as may be necessary to enable the parties' compliance with the terms and provisions of this Agreement, and as may be necessary to give effect to the objectives of this Agreement and the intentions of the parties as reflected by the terms of this Agreement. (b) Neither party shall assign this Agreement to any person or entity without the prior written consent of the other party. (c) Municipality and Metra agree that this Agreement is for the benefit of the parties and not for the benefit of any third -party beneficiary. No third -party shall have any rights or claims against Metra or the Municipality arising from this Agreement. (d) The parties understand that a Railroad flagman may be required whenever Municipality or its contractor is performing the Work on Metra property or other railroad property for the purposes set forth herein. In the event it is determined flagging will be required pursuant to a work schedule provided by Municipality, then Metra and Municipality agree to cooperate in scheduling the flagging to facilitate the Project. In the event the Work is being performed on the property of another railroad the Municipality or its contractor may need to enter into a Right of Entry Agreement with the other railroad. 6. NO OBLIGATIONS TO THIRD PARTIES. Metra shall not be subject to any obligations or liabilities of contractors of the Municipality or their subcontractors or any other person not a party to this Agreement without Metra's specific consent. This limitation shall apply despite the fact that Metra concurred in or approved of the award of any contract, subcontract or the solicitation thereof. Unless expressly authorized in writing by Metra, the Municipality agrees to refrain from executing any transfer of title, lease, lien, pledge, mortgage, encumbrance, contract, grant anticipation note, alienation, or other obligation that in any way would affect Metra's interest in any Project Facilities or obligating itself in any manner to any third party with respect to Project Facilities. 7. CONTRACTOR INDEMNIFICATION AND INSURANCE. (a) In all contracts executed by Municipality for the Project and performance of the Work on the Premises, or to be located on such Premises, Municipality will require appropriate clauses to be inserted requiring contractors to indemnify, hold harmless, and defend Metra, RTA, and NIRCRC, and each of their directors, employees, agents, licensees, successors, and assigns from and against any and all risks, liabilities, claims, demands, losses, and judgments, including court costs and attorneys' fees, arising from, growing out of, or related in any way to work performed by such contractor(s), or their officers, employees, agents, or subcontractors, and their officers, agents, or employees. (b) Municipality will further require its contractor to name Metra, RTA, and NIRCRC, and each of their directors, employees, agents, successors, and assigns as additional insured on any insurance that may be required insuring contractor, from and against any and all risks, liabilities, claims, demands, losses and judgments, including court costs and attorneys' fees, arising from, growing out of or in any way related to the work performed or to be performed by such contractor(s), whether or not any such liability, claim, demand, loss, or judgment is due to or arises from the acts, omissions or negligence of such contractor(s), or their officers, employees, agents, or subcontractors and their officers, agents or employees. ELIGIBLE COSTS. (a) Expenditures incurred by Municipality shall be reimbursable under the Project as Eligible Costs to the extent they meet the requirements set forth below: i. Be necessary in order to accomplish the Project; and ii. Be satisfactorily documented (combined, the "Eligible Costs") (b) In the event that it may be impractical to determine exact costs of indirect or service functions, Eligible Costs will include such allowances for these costs as may be approved in writing by Metra. 9. PAYMENT. Metra will pay Municipality upon submittal of an acceptable invoice to Metra along with any detailed information about the Work that may be required by Metra. Upon submittal of an invoice, Metra shall process the invoice to verify that such costs are Eligible Costs incurred by Municipality and shall submit payment within thirty (30) days of the date upon which such payment invoice was timely received. Municipality shall submit invoices for actual costs incurred within forty-five (45) days after completion of the Work. Reimbursement of any cost pursuant to this Section shall not constitute a final determination by Metra of the allowability of such cost and shall not constitute a waiver of any violation of the terms of this Agreement committed by Municipality. 10. DOCUMENTATION OF PROJECT COSTS. All costs charged to the Project, including any approved services contributed by Municipality or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in detail the nature and property of the charges. 11. AUDIT AND INSPECTION. Municipality shall permit, and shall require its contractors to permit, Metra, RTA, or any other state or federal agency providing grant funds, or their designated agents, authorized to perform such audit and inspection, to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts of Municipality and its contractors with regard to the Project. Metra also may require the Municipality to furnish, at any time prior to close-out of the Project, audit reports prepared according to generally accepted accounting principles at Municipality's expense. Municipality agrees to promptly comply with recommendations contained in Metra's final audit report (if required). 12. RIGHT OF METRA TO TERMINATE. Upon written notice to Municipality, Metra reserves the right to suspend or terminate all or part of the financial assistance herein provided if Municipality is, or has been, in violation of the terms of this Agreement. Any failure to make progress, which significantly endangers substantial performance of the Project within a reasonable time, shall be deemed to be a violation of the terms of this Agreement. Termination of any part of the Grant Funds will not invalidate obligations properly incurred by Municipality and concurred in by Metra prior to the date of termination to the extent they are non -cancellable. The acceptance of a remittance by Metra of any or all Grant Funds previously received by Municipality or the closing out of Metra financial participation in the Project shall not constitute a waiver of any claim which Metra may otherwise have arising out of this Agreement. In the event of termination of this Agreement during the construction phase for reasons other than violation of the terms hereof by Municipality, Metra shall determine the most appropriate course of action to be taken with respect to the Project. 13. COMPLIANT WITH RULES AND REGULATIONS. Municipality agrees that the award of the contracts for the Project has been/will be done in accordance with all applicable state, federal, and Municipality's established rules, regulations and ordinances. 14. SETTLEMENT OF THIRDPARTY CONTRACT DISPUTES OR BREACHES. Metra has a vested interest in the settlement of disputes, defaults, or breaches involving any Metra-assisted third -party contracts. Metra retains a right to a proportionate share, based on the percentage of the Metra share committed to the Project, of any proceeds derived from any third - party recovery. Therefore, Municipality shall avail itself of all legal rights available under any third -party contract. Municipality shall notify Metra of any current or prospective litigation pertaining to any compromise or settlement of the Municipality's claim(s) involving any third - party contract, before making Metra assistance available to support that settlement. If the third - party contract contains a liquidated damages provision, any liquidated damages recovered shall be credited to the project account involved unless Metra permits otherwise. 15. NOTICES. All notices, demands, elections, and other instruments required or permitted to be given or made by either party upon the other under the terms of this Agreement or any statute shall be in writing. Such communications shall be deemed to have been sufficiently served if sent by certified or registered mail with proper postage prepaid, hand delivered or sent by facsimile transmission, with proof of successful transmission sent by regular mail by the sending party at the respective addresses shown below, or to such other parry or address as either party may from time to time furnish to the other in writing. Such notices, demands, elections and other instruments shall be considered delivered to recipient on the second business day after deposit in the U.S. Mail, on the day of delivery if hand delivered. (a) Notices to Metra shall be sent to: Metra 547 W. Jackson Boulevard Chicago, Illinois 60661 Attn: Sr. Director, OBDCR Phone: (312) 322-6799 (b) Notices to Municipality shall be sent to: Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Attn: Village Manager Phone: (847) 945-5000 16. GENERAL. (a) This Agreement shall be governed by the laws of the State of Illinois. (b) This Agreement, together with the exhibits attached hereto (all of which are incorporated herein by this reference), constitutes the entire Agreement between the parties with respect to the subject matter hereof. (c) The execution, delivery of, and performance under this Agreement is pursuant to authority, validity and duly conferred upon the parties and signatories hereto. (d) Metra and the Municipality shall maintain their respective records relating to the performance of the Agreement in compliance with the requirements of the Local Records Act (50 ILCS 205/1 et seq.) and the Freedom of Information Act (5 ILCS 140/1 et seq.) until written approval for the disposal of such records is obtained from the Local Records Commission. All books and records required to be maintained by Metra or the Municipality shall be available for review by the other. Metra and the Municipality shall cooperate with each other (a) with any request for public records made pursuant to the Freedom of Information Act (5 ILCS 140/1 et seq.), (b) with any request for public records made pursuant to any audit, and (c) by providing full access to and copying of all relevant books and records within a time period which allows Metra or the Municipality to timely comply with the time limits imposed by the Freedom of Information Act (5 ILCS 140/1 et seq.). Failure by Metra or the Municipality to maintain the books, records and supporting documents required by this section or the failure by Metra or the Municipality to provide full access to and copying of all relevant books and records within a time period which allows Metra or the Municipality to timely comply with the time limits imposed by the Freedom of Information Act (5 ILCS 140/1 et seq.) shall establish a presumption in favor of the party served with the Freedom of Information Act request for the recovery of any funds paid by that party under this Agreement or for the recovery for any penalties or attorney's fees imposed by the Freedom of Information Act (5 ILCS 140/1 et seq.). The obligations imposed by this section shall survive final payment and the termination of the other obligations imposed by this Agreement. (e) This Agreement may be simultaneously executed in counterparts, each of which so executed shall be deemed to be original, and such counterparts together shall constitute one and the same instrument. THE PARTIES have signed and made this Agreement as of the date of the later signature below. VILLAGE OF DEERFIELD: AA rzrLc---r— P6:5c--2,-/-t14,a" f �c �oR COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY (METRA): By J es M. Derwinski, CEO/Executive Director (please print name and title) Date signed: Date signed: _l.% ^ l " Zd I `! Exhibit A Access Control System for 6 exterior doors - $12,336.65 Access Control System for storage room door - $2,73 8.83 Tax - Total cost - 1 11 15 075.18 Prices include material, devices, and installation. g