R-101-00 11/13/00RESOLUTION NO. R-to (,(/
RESOLUTION AUTHORIZING THE EXECUTION OF PARKER ROAD
WATER MAIN EXTENSION AGREEMENT
WHEREAS, the President and Board of Trustees of the Village of Lemont have deemed it
in the community's best interest to enter into a Water Main Construction Agreement for Parker
Road as more specifically set forth in the attached Agreement which is hereby identified as Exhibit
"A" and made a part hereof; and
WHEREAS, the Agreement would require K -5 Construction Corporation to construct a water
main that will become a part of the Village water system pursuant to an Amended Annexation
Agreement previously approved by the Village Board.
NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the
Village of Lemont, Counties of Cook, Will and DuPage, Illinois, that the Board of Trustees authorize
the President and Clerk to execute the attached Agreement.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DUPAGE, ILLINOIS, on this 13
day ofain'aolAi , 2000.
John Benik
Debra Blatzer
Keith Latz
Connie Markiewicz
Rick Rimbo
Mary Studebaker
AYES NAYS PASSED ABSENT
CHARLENE SMOLLEN, Village Clerk
Approved by me this /.3 day of "- rLA4.0 , 2000.
RICH
ATTEST:
CHARLENE SMOLLEN, Village Clerk
APPROVED AS TO FORM:
JOHN P. ANTONOPOULOS, Village Attorney
ESKI, Village President
AGREEMENT (PARKER ROAD WATER MAIN)
THIS AGREEMENT is dated as of November 8, 2000 among Village of Lemont, Illinois
(hereinafter "Village" or "Owner "), K -Five Construction Corporation, an Illinois corporation
(hereinafter "K- Five" or "Contractor ") and Cook Golf Properties, Inc., an Illinois corporation
(hereinafter "Cook Golf' or "Grantor ") agree as follows:
1. Work. K -Five, or a subcontractor employed by K -Five and acceptable in writing to
Cook Golf, shall complete the work specified in the plans and specifications as detailed
in paragraph 6(b) below. The work generally is the construction of a twelve inch water
main along vacated Parker Road from Archer Avenue -- Parker Road intersection to Main
Street and a six -inch water main paralleling the twelve inch from the Archer- Parker Road
intersection to a point near the Cog Hill Clubhouse buildings.
2. Engineer. The project has been designed by Raymond - Beling, Incorporated, Joliet,
Illinois (the "Engineer ") who shall have the duties, responsibilities, rights and authorities
assigned to the Engineer defined in Division I "General Requirements and Covenants" in
the Contract Documents in connection with the completion of the work. McBride
Engineering, Inc., the Cook Golf Engineer, shall have the right to examine all work
during the course of construction and to act as the Cook Golf representative in connection
with the review, approvals, suspension of construction and other rights of Cook Golf
pursuant to the terms of the Contract Documents.
3. Contract Time.
(a) The work shall be commenced as soon as practical after November 1, 2000 and
shall be completed no later than April 6, 2001 except as provided for in this Agreement. There
shall be no extensions of time, except for one or more of the following reasons:
(i)
Weather, which makes it impossible as a practical matter, to proceed with
work on the project in a skillful and workmanlike manner;
(ii) Severance of any of the following five "underground facilities," to wit:
(aa) a utility, (bb) a fiber -optic line, (cc) a TV Table, (dd) oil pipeline, or
(ee) irrigation line provided that the severed "underground facility" is
located more than 10 feet from the locations designated by Kenneth Lapp
(or by Julie) alongside Parker Road by "hubs" (i.e., iron stakes colored red
by Kenneth Lapp, or locations marked by J.U.L.I.E.).
(iii) Extraordinary, unforeseen circumstances.
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(b) Damages. The parties recognize that time is of the essence. The parties also
recognize the substantial difficulty in proving that delays, added expense and difficulties result in
actual loss to Cook Golf if the work is not completed on time. Accordingly, the parties agree that
Cook Golf shall be paid liquidated damages by K -Five as follows:
(i) One thousand dollars ($1,000) per incident for the complete closure of
Parker Road other than Allowable Closure Periods allowed per this
subparagraph. An "Allowable Closure Period" will be defined for
purposes of this agreement as any instance where all traffic is stopped for
a maximum period of time which is the shorter of (aa) 5 minutes, or when
a total of five vehicles are waiting. (Example: if two vehicles are waiting
at the south end of that portion of Parker Road where there is a total
closure and three vehicles are waiting at the north end of that portion of
Parker Road where there is a total closure, Parker Road must be opened
immediately to allow waiting vehicles to proceed.) A complete closure,
which exceeds an Allowable Closure Period, shall be deemed an
"incident" for purposes of this subparagraph. If, however, at the end of an
Allowable Closure Period no vehicles are waiting, the Allowable Closure
Period will be extended until at least one vehicle is waiting for a period of
no more than 5 minutes. If a period of closure exceeds the Allowable
Closure Period and results in an incident and such incident extends for an
additional period of over 3 minutes, then this will constitute a second
consecutive incident, and if such incident extends for an additional period
of 5 minutes, then this will constitute a third consecutive incident, and
each additional extension of the closure of 5 minutes more will result in
additional incidents. Each "consecutive incident" beginning with the
"second consecutive incident" shall be deemed to be a separate incident
for which an additional $1,000 liquidated damages shall accrue.
(ii) For purposes of completion - liquidated damages, the project is broken
down into three phases with separate and distinct liquidated damages
applicable to each phase. Phase One of the project shall include all work
from Archer Avenue north to the north line of the "Access Road" which
extends from Parker Road westerly along the north side of the large
scoreboard to a point immediately adjacent to the north side of the
Clubhouse (hereafter referred to as "Access Road "), excluding the surface
course of asphalt and all landscaping. Phase Two of the project shall
include the remainder of the work on Parker Road north of the Access
Road to Main Street, excluding the surface course of asphalt and all
landscaping. Phase Three of the project shall include the remainder of the
work consisting of the surface course of asphalt on the entire project and
all landscaping. The crossing to the north side of Main Street is
specifically excluded from this agreement and will be performed solely
under the agreement between the Village of Lemont and K -Five.
PHASE ONE
Phase One of the project shall have a completion date of the close of
business on December 1, 2000. Liquidated damages for failure to
complete Phase One by the completion date will be as follows:
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(aa) $400.00 per day commencing December 2, 2000 through January
2, 2001.
(bb) $800.00 per day commencing April 7, 2001 through April 12,
2001.
(cc) $1,500,00 per day commencing April 13, 2001 through April 20,
2001.
(dd) $3,000.00 per day commencing April 21, 2001 through April 30,
2001.
(ee) $6,000.00 per day commencing May 1, 2001 and thereafter.
PHASE TWO
Phase Two of the project will have a Completion Date of the close of
business on April 6, 2001. Liquidated damages for failure to complete
Phase Two by the Completion Date will be as follows:
(aa) $400.00 per day commencing April 7, 2001 through April
12, 2001.
(bb) $1,500.00 per day on Good Friday, April 13, 2001 and all
weekend days (Saturdays and Sundays) through April 30,
2001.
(cc) $400.00 per day on all weekdays after April 14, 2001 and
through April 30, 2001.
(dd) $6,000 per day commencing May 1, 2001 and thereafter.
PHASE THREE
Phase Three of the project will have a completion date of no later than the
close of business on April 30, 2001. Liquidated damages for failure to
complete Phase Three by the Completion Date will be $3,000.00 per day.
(c) Excused Delays. The time limit for performance of the work under this
Agreement shall be extended by those number of days during which: (i) bad weather, or (ii) a
severing of "underground facilities" (as the term "underground facilities" are herein defined) as
described in Section 3(a)(ii), or (iii) ' extraordinary unforeseen circumstances" have forced a
work stoppage, provided that within one half hour of the commencement of such work stoppage,
K -Five shall give written notice to Cook Golf and to Village of such work stoppage and detail
the reasons for the stoppage. If one of said five "excused delays" occurs during work on the
south 750 feet of the project, K -Five shall make all possible effort to keep both lanes of traffic
open, or in any event, one lane open and to recommence work on said south 750 feet as soon as
humanly possible. If an excused delay occurs in any other portion of the project, K -Five shall
diligently recommence work as quickly as reasonably possible and keep traffic lanes open as
necessary and as hereinafter specified. If K -Five and Cook Golf cannot agree as to whether one
of said five "Excused Delays" has occurred or cannot agree as to whether K -Five has
recommenced work as herein required, or whether or not K -Five has kept traffic lanes open as
either described above or elsewhere in this Agreement, Village Consulting Engineer James L.
Cainkar shall make the final determination with regard to the incident based on his familiarity
with the project.
(d) Delay Notice. If an unexcused delay in performance of the work occurs,
including failure to keep Parker Road open as required under this Agreement, Cook Golf shall,
as a basis for collection of liquidated damages for the particular delay involved, or other non-
performance hereunder, give written notice to K -Five and to Village as follows:
(aa) If there is an un- excused complete closure of Parker Road beyond the
"Allowable Closure Period ", written notice shall be given within one -half
(1/2) hour of the commencement of such delay, which written notice shall
state the time of the commencement of such delay and describe the nature
of the delay;
(bb) If there is an un- excused failure to complete Phase One, or Phase Two, or
Phase Three, as the case may be, by the specified date(s), or by the
extended date(s), if excused delays occur, written notice(s) shall be given
within two (2) business days after the date(s) on which Phase One, and/or
Phase Two, and/or Phase Three, should have been completed, as the case
may be. Such written notice(s) shall state the date on which K -Five failed
to complete Phase One, or Phase Two, or Phase Three, as the case may be,
also describe the nature of the failure to perform the work as required
under this Agreement (i.e., the "Default "). Such notice(s) is sometimes
herein referred to as the "Delay Notice ".
(e) K -Five further agrees that with respect to Phase Three, if not previously
completed by April 6, 2001, upon the opening of either K- Five's Lemont or Central Blacktop
Co., Inc.'s Hodgkin plant, whichever comes first, and upon receipt of a return to work notice by
the Village Consulting Engineer James L. Cainkar indicating that the conditions are satisfactory
to continue the project, K -Five will commence completion of the work within two days of later
occurring of the two events.
(f) Damages; Non - Performance. This paragraph (e) is addressed to damages Cook
Golf suffers other than by reason of delay in the performance of K -Five as described above in
this section 3. If K -Five fails to perform the Contract work in compliance with the plans,
specifications and in compliance with this Agreement, Cook Golf may give K -Five written
notice (i.e., "Cure Notice "), with a copy to the Village Consulting Engineer, of such breach,
specifying the nature of the breach and the approximate date. If K -Five fails to cure said breach
within the number of days specified in the Cure Notice (i.e., "Cure Notice Period ") (or to work
diligently to cure said breach if it cannot be reasonably cured within the number of days
specified in the Cure Notice), Cook Golf may proceed with the following:
(i)
Take such actions as are reasonably necessary to cure the breach, or such
part of the breach as Cook Golf elects initially or thereafter. After Cook
Golf has cured said Contract breach, either in full or in such part as Cook
Golf elects, Cook Golf shall furnish a complete written list of the cost of
Cook Golf s work under this subparagraph (i) to K -Five with a copy to the
Village Consulting Engineer James L. Cainkar. Within 10 days after
receipt of the list of Cook Golf s costs, the Village Consulting Engineer
James L. Cainkar will approve or object to some or all of such costs as
unreasonable. Cook Golf shall then have the right to withdraw such costs
as have been approved by the Village Consulting Engineer James L.
Cainkar from the Letter of Credit by presentment to Bank of a Payment
Demand as more fully described in paragraph 6(d).
(ii) In addition, if the letter of credit as provided for under paragraph 6(d) of
this Agreement is found to be insufficient to satisfy the amount due to
Cook Golf as a result of this Agreement, Cook Golf shall have all other
legal remedies ordinarily available to it in order to recover the shortfall of
damages resulting from the insufficiency of the letter of credit.
(g) If during the work on Phase One an "underground facility" that is entirely
unknown to any of the parties is severed, the cost of the repair of such underground facility shall
be shared as follows: (i) total cost of all Phase One work shall be ascertained; (ii) Cook Golf
shall pay the same percentage of the repair work as its portion of the Phase One work bears to
the total cost of all Phase One work, and (iii) the Village of Lemont or other responsible party
shall pay the remaining cost of such repair. Cost of repair of severed unknown underground
facilities in Phase Two shall be paid solely by the Village of Lemont or other responsible party.
(h) Once Cook Golf has erected its usual barriers across Parker Road near the north
side of the access road and at Main Street, K -Five shall maintain such barriers in place, subject to
such very temporary removals of said barriers as is necessary for K -Five to proceed with the
work in this Agreement.
4. Contract Price and Payment.
(a) Village shall pay K -Five for performance of the work in accordance with the
Contract Documents and in particular the First Amended K -Five Annexation Agreement entered
into between Village and K -Five dated as of February 28, 2000.
(b) Cook Golf shall pay K -Five for the installation of the six inch water main
pursuant to the plans and specifications and this Agreement the sum of $30,532.00, which
amount includes $2,000 for the purchase of the fire hydrant to be placed closest to the main
Clubhouse on the west side of Parker Road, provided:
(i)
Sworn Contractor's Statement(s) and materialmen Affidavits, and also lien
waivers in the amounts of the payment being requested shall be delivered
by K -Five to the offices of Howard Smith, Jr. not less than three days
before the due date of such payment;
(ii) Provided further that all labor and materials relative to the six inch water
main which are included in the first request for payment have been
furnished and installed in compliance with the plans and specifications and
this Agreement in a skillful and workmanlike manner;
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(iii) Provided further, this first payment by Cook Golf shall be for 90% of that
part of the Phase One six inch water main work that has been completed
prior to December 1, 2000, and such payment shall be made on or before
December 31, 2000.
The second and final payment, including the 10% held back from the first payment, for the six
inch water main work and materials shall be made 30 days after all work and materials relative to
the six inch water main have been furnished and installed in compliance with the plans,
specifications and with this Agreement in a skillful and workmanlike manner and approved by
the Village Consulting Engineer James L. Cainkar.
(c) Extras. Notwithstanding any provision herein to the contrary, the amount due and
payable from Cook Golf shall not be increased without the specific written authorization of Cook
Golf, except as otherwise specifically stated in this Agreement. All costs for extras shall be paid
at the unit cost described in the unit cost list provided by K -Five to Cook Golf and initialed and
dated by K -Five and Cook Golf and made by part of this agreement, if such costs incurred are
consistent with any item shown on the unit cost list. If no such item exists on the unit cost list,
then K -Five will bill such work at the "Time and Material" rates utilized by the State of Illinois
in its contracts, unless pricing has otherwise been agreed to by the parties in writing.
(d) Payment Delay. If either Cook Golf or K -Five fails to pay the monies due by due
date, including liquidated damages that may become due to Cook Golf, 10% interest shall be
payable from due date to date of actual payment.
5. K -Five Representations. In order to induce Village and Cook Golf to enter into this
Agreement, K -Five makes the following representations:
(a) K -Five has familiarized itself with the nature and extent of all Contract
Documents, including this Agreement, and all applicable federal, state and local laws of any sort,
ordinances, rules and regulations that may in any way affect the work, cost thereof and its
progress or performance.
(b) Cook Golf has provided to the Engineer, Raymond - Beling, Incorporated, all
available reports of investigations and any tests of the physical conditions, including sub - surface
and latent conditions at the site to the extent such sub - surface or latent conditions were covered
by such investigations and tests, or otherwise affecting the progress, performance or cost of the
work. Such investigations and tests were relied on by Engineer, Raymond - Beling,
Incorporated,in preparing the drawings, specifications and other Contract Documents, which
have been identified in the Contract Documents section. A list of such tests and investigations
are attached hereto as Exhibit A (core samples taken in Parker Road). As such, K -Five makes no
representation as to the need to perform additional investigations or tests prior to the initiation of
the work to be performed.
(c) K -Five assumes that the Engineer, Raymond - Beling, Incorporated, has correlated
all of the findings and results of such observations, examinations, investigations, test reports,
data and other information acquired with provisions of the Contract Documents.
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(d) K -Five will advise the Village Consulting Engineer James L. Cainkar and Cook
Golf's Engineer in writing of all conflicts, errors or discrepancies that K -Five has discovered
during performance of the work, in the Contract Documents and precede based on the proposed
written resolution thereof by the engineers.
6. Contract Documents. The following Contract Documents and those documents referred to
therein comprise the entire agreement among the parties, which documents are attached hereto
and incorporated herein:
(a) This Agreement;
(b) Drawings consisting of 8 sheets numbered 1 through 8 inclusive being numbered
as job number 8534919, file number B- 81616, by Raymond - Beling, Incorporated,
dated January 28, 2000, revised October 24, 2000, and further revised on October
25, 2000, all 8 sheets being initialed and dated by Village, Cook Golf and K -Five.
The specifications for said project are included on the drawings;
(c) General conditions reflected on the above Drawings (pages 1 through 8):
(d) Letter of credit from K- Five's Bank to Cook Golf in the form attached hereto as
Exhibit B.
Cook Golf shall, not less than 10 business days prior to presenting a "Payment Demand"
to K- Five's Bank for payment for any portion of said Letter of Credit, give written notice to K-
Five (" Cure Notice ") demanding that K -Five cure its default within a specified number of days
(i.e., "Cure Notice Period "), with such number of days being determined by Cook Golf s
Engineer, such number of days to be sufficient to allow K -Five to reasonably cure such default.
K -Five immediately shall begin to cure such default(s) and diligently proceed until such
default(s) are cured and Cook Golf will refrain from presenting such Payment Demand until the
"Cure Notice Period" has expired. The Cure Period shall be determined by Cook Golf's
Engineer before the commencement of the corrective work, or if this is not feasible, then as soon
after such commencement as is reasonable. A copy of such Cure Notice Period by Cook Golf to
K- Five complying with this sub - paragraph shall be attached to Cook Golfs "Payment Demand"
to K- Five's Bank. No Cure Notice Period need be given if the "Payment Demand" is for
liquidated damages, whichliave accrued under Section 3 of this Agreement, and the delay is not
an "excused delay" under paragraph (c) of Section 3. In addition, Cook Golf shall, at least 24
hours but not more then 48 hours prior to the presentation of its "Payment Demand" to K- Five's
Bank, certify to K -Five and to Village that K -Five has failed to comply with the terms of said
Cure Notice Period. A copy of such Certification shall be attached to Cook Golfs "Payment
Demand" presented to K- Five's Bank as Exhibit BB.
In addition, a copy of Cook Golfs "Delay Notice" given to K -Five and to Village
pursuant to Section 3 of this Agreement shall be attached to Cook Golf's "Payment Demand" as
Exhibit CC.
7. Miscellaneous: K -Five shall not assign its rights or interests under this Contract without the
written consent of the other parties.
(a) This Agreement shall be binding upon the successors, assigns and legal
representatives of the parties hereto.
(b) This Agreement shall not be considered a joint venture and under no
circumstances shall any of the parties be considered a partner of another unless specifically so
stated herein.
(c) The legal description for the 15 foot wide permanent water main easement and the
legal description for the 30 foot wide construction easement are attached hereto as Exhibit C and
Exhibit D respectively.
(d) At all times access shall be maintained to the parking lots, clubhouse, 2/4 building
and maintenance building (about 100 yards north of parking area). Said access shall be two -way
access. During the course of construction of the water mains in vacated Parker Road, two -way
traffic may be permitted through the parking lots to Archer Avenue. At a minimum there shall be
one -way traffic from Main Street to the northerly edge of the north line of the "Access Road" to
the main Clubhouse.
(e) No construction except for the top layer of asphalt (i.e., "surface course ") as
provided herein shall be permitted after April 6 unless specifically approved in writing by Cook
Golf. It is expressly agreed that no liquidated damages for failure to complete by April 6, 2001
will be assessed for any days on which Cook Golf specifically precludes K -Five from working,
provided that K -Five is not in violation under paragraph 7(g) of this Agreement.
(f) Signalmen and signage shall be provided in accordance with the same rules that
I.D.O.T. applies for construction on or near public highways in order to permit safe trafficking of
vehicles, golfers, workmen, and anyone else on the property,
(g) Cook Golf's Engineer shall have access to the work and all information available
to the Village's Engineer and shall have the limited right to suspend work after reasonable notice
to K -Five and the Village for one or more of the following reasons:
1. Incorrect location of a trench;
2. Backfill, which does not meet specifications;
3. Traffic control is missing or incomplete;
4. Specific access to Cog Hill operations in accordance with this agreement
is not being provided;
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5. Construction machinery is operating outside the area of the construction
easement or permanent easement, or if such construction is damaging or
threatening Cook Golfs landscaping, fences or other improvements;
6. Nonconformity with the Contract Documents;
If Cook Golfs Engineer does stop the work, it shall, within one -half hour of the
commencement of such work stoppage, give written notice to K -Five and to Village of such
stoppage, including the time and date the work stoppage commenced and detailing the reason(s)
for such stoppage. If Cook Golfs Engineer stops work and it is determined by the Village
Consulting Engineer James L. Cainkar that such stoppage was not for one of the specified
reasons above, all costs associated with the work stoppage will be borne by Cook Golf.
(h) It is acknowledged that Cook Golf and the Village at one time or another may be
referred to as Owner. However, notwithstanding any provision in any of the Contract
Documents including drawing, specification, general conditions or supplemental conditions to
the contrary, Cook Golf shall have no financial responsibility for any of the work except as
specifically set forth in this document.
(i) K -Five expressly assumes all responsibility for, and shall save and keep harmless
the Grantor, its officers, agents and employees, against any liability, loss, damage, cost or
expenses, including reasonable attorney's and other professional fees, whether or not suit is filed,
which it may suffer, incur or sustain, or for which it might become liable, growing out of any
injury to or death of person, or loss, or damage to property, arising out of, in connection with or
caused in the performance of any work done, permitted or under the authority of K -Five by
virtue of the rights granted herein. In the event of any claim or the bringing of any action, suit or
suits, against Grantor growing out of any such liability, loss, damage, cost or expense, Grantor
shall give written notice to K -Five of such claim or the commencement of such action, suit or
suits, and thereafter K -Five shall be entitled to assume the defense thereof, subject to the
reasonable review and written approval by Grantor. K -Five shall save and keep harmless
Grantor from any claims for Mechanics' Liens by reason of any construction work, repairs,
replacements, or other work, or for any improvements made or placed upon or near the easement
by K -Five, by anyone permitted or under the authority of K -Five. It is expressly understood that
the provisions of this subparagraph will cease to have any force or effect one year after the
acceptance of the project by the Village Consulting Engineer James L. Cainkar on behalf of the
Village.
(j) All insurance required of K -Five, as Contractor, shall benefit Cook Golf to the
same extent as it shall benefit Owner and are incorporated herein and made a part hereof. In
addition, said insurance shall include coverage of the indemnification and hold harmless
provisions of subparagraph (i) above, and shall be in amounts of at least $250,000 for property
damage and $2,000,000 for bodily injury with umbrella coverage of at least $20,000,000.
By way of example, Contractor shall provide Cook Golf with duplicate originals of the
Certificates of Insurance to be provided Owner pursuant to Section 7 -2 of Division I of the
Standard Specifications.
(k) Village shall require its contractor to provide a $100,000 letter of credit running to
the Grantor in a form acceptable to Grantor to cover the cost of (aa) completion and restoration
in the event the work is not completed, (bb) repair and maintenance, (cc) all liquidated damages
as specified under Section 3 above.
The letter of credit shall also cover the cost of repair and maintenance for a period of one
year from the date of completion of all work in a manner acceptable to the Village and Grantor.
In the event all work required by this Agreement is completed, then the amount of the letter of
credit may be reduced to $25,000 upon, and shall terminate one year after, acceptance of the
work by the Village and approval by Grantor.
(1) In the event any provision of this Agreement shall be found to be illegal or
unenforceable by a court of competent jurisdiction, such provision(s) shall be deemed to be
severed from this Agreement and the balance of this Agreement shall remain in full force and
effect.
(m) Wherever the terms Cook Golf or Grantor are used, the following entities, which
are operating entities at Cog Hill, shall be deemed to have the benefit of the terms of this
Agreement as if they had been named in addition to Cook Golf Properties, Inc. Those entities
are:
Cog Hill Golf and Country Club, Inc.
Cog Hill Second, Inc.
Cog Hill Third, Inc.
Dubsdread, Inc.
Cog Hill Concessions, Inc.
(n) K -Five shall not store any backfill material, other materials or equipment on the
property of Cook Golf at any time during this project.
8. Resolution of Disputes. In the event of a dispute between K -Five and Cook
Golf, either party may submit such dispute to Village Consulting Engineer James L. Cainkar for
resolution. Such submission may be oral or in written form, or a combination of both. The
submitting party shall immediately give written notice to the other parties to this Agreement of
said submission to the Village Consulting Engineer James L. Cainkar, including a description of
the basis of the dispute and the reasons why said original submitting party believes that it is
correct in its position. The other party to the dispute (i.e., K -Five or Cook Golf, as the case may
be) shall submit its version of the facts and other related information and reasoning to the Village
Consulting Engineer James L. Cainkar as soon as reasonably possible, but in no event more than
two business days after said party receives written notice from the original submitting party. The
Village Consulting Engineer James L. Cainkar will resolve the dispute as soon as he reasonably
can and make every effort to resolve the dispute in two business days after receiving all facts and
reasoning from both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement this 8th day of
November, 2000 in triplicate.
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Cook Golf Properties, In
By:
Presi
K -Five Construction Corporation
By:
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Construction &Wortat4 Tasting
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SEECO consultants Ino.
CONSULTING ENOlNESRS
Juiy 28, 2000
PAGE 02
WI 00I
02 2ses 16 :47AM P2
Subsurface eXtrioratione
Fountration Analysis & DoslSs
Structural ihnab4tcauen
CorISMvrt Surveys
Panne and Drainage &uates
Re: Pavenyelt Coring On Perkier Road,
Cog HfI Golf Club, Lemont, IL
Pursuant to your request. on T 2 o0 SEECO Consulterits
pavement ,� � the irmad dour C� 4 inch diameter
attached site sketch. The purpose r rent project sits, The locxation of eat core is shown on the
of this exploration was to determine the cheraitsrtatias of ma
exfaltng pavement =Ss section.
The following table Illustrates our findings:
04 8.76" Bituminous Concrete .
2.c Chlp Old Seri" Pavement
4.76" Thrown Crushed atone Base Course Ay
� . Traao frown Silty Obi FIR Sub reds
C-2 7.0" Bituminous Concrete
2.0" 'Chip tangy Seal' Pavement
4.0" Brown Onrsited Atone luso cots
Grey, and $Ia* Say CI y pit fuborade
G3 7.6" Bitucrtfnous Concrete
1.5" bsbrdomtt d "Chip end Sear Pavement
11.0" Brown Crushed $ton, Om course
Brown. GA* Trace 8tacic fifty Clay RAl culsgosds
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(Please place on Bank Letterhead)
IRREVOCABLE LETTER OF CREDIT NO.
DATED: November , 2000
BENEFICIARY:
FOR THE ACCOUNT OF:
RE:
Gentlemen:
Cook Golf Properties, Inc.
12296 Archer Avenue
Lemont, IL 60439
K -Five Construction Corporation
13769 Main Street
Lemont, IL 60439
Parker Road Water Main
The State Bank of Countryside ( "Bank "), by its duly authorized agent, Mr. Thomas
Boyle, President and Chief Executive Officer, hereby establishes and issues this
Irrevocable Letter of Credit No. in favor of Cook Golf Properties, Inc. in the
amount of $100,000.00, which is available to be drawn upon by said Cook Golf
Properties, Inc. upon the presentation of its demand for payment ( "Payment Demand ")
accompanied by this Irrevocable Letter of Credit.
This Irrevocable Letter of Credit has been issued at the request of K -Five Construction
Corporation ( "K- Five ") for the purpose of securing payment to Cook Golf Properties,
Inc. for the project known as the "Parker Road Water Main Improvements" in accordance
with Section 6(d) of an agreement between the parties and the Village of Lemont known
as the "Parker Road Water Main Agreement" ( "Agreement ") dated November 8, 2000, as
may be amended from time to time.
This Irrevocable Letter of Credit shall be reduced to $25,000 upon receipt from K -Five of
a copy of the acceptance letter issued by the Village of Lemont Consulting Engineer,
James L. Cainkar, and will expire at our office as of our close of business one year from
the date of such reduction to $25,000.
1. Demands on this Irrevocable Letter of Credit shall be made by presenting Bank
with a "Payment Demand" signed by Frank Jemsek, as President of Cook Golf
Properties, Inc. ( "Cook Golf').
2. There must be attached to the Payment Demand a certification by Frank Jemsek,
as President of Cook Golf, made under oath that the following are true and correct:
Irrevocable Letter of Credit No.
Page 2
(a) That K -Five has failed to comply with its obligations under the Agreement
and that in accordance with such Agreement $ has become
due and owing to Cook Golf.
(b) Stating either:
(i) That the failure was not curable, OR
(ii) That the failure was curable, in part or in whole, and a "Cure Notice"
was given to K -Five in accordance with the Agreement and that a copy
of said Cure Notice which has been attached to the Payment Demand
is a true and correct copy of the original and, further, that a copy of
such Cure Notice was given to the Village of Lemont in accordance
with the Agreement.
(c) If said failure was curable, in part or in whole, stating that K -Five has
failed to comply with the provisions of the Cure Notice in accordance with
the Agreement.
(d) (i) If the failure was curable, in part or in whole, stating that the
Certification executed by the Village of Lemont Consulting
Engineer, James L. Cainkar, which has been attached to the
Payment Demand is a true and correct copy of the original
received by Cook Golf and indicating that the Village of Lemont
Consulting Engineer, James L. Cainkar, confirms the amount due
Cook Golf in agreement with the Payment Demand; OR
(ii) If the failure was not curable, stating that the Certification
executed by the Village of Lemont Consulting Engineer, James L.
Cainkar, which has been attached to the Payment Demand, is a true
and correct copy of the original received by Cook Golf and
indicating that it appears to the Village of Lemont Consulting
Engineer, James L. Cainkar, that the amount due Cook Golf is in
agreement with the Payment Demand.
3. All acts, requirements and other preconditions for the issuance of this Irrevocable
Letter of Credit have been completed.
4. We hereby engage with you that all demands for payment made in conformity
with the terms of this Irrevocable Letter of Credit will be duly honored on presentation to
up prior to the expiration of this Irrevocable Letter of Credit.
5. This Irrevocable Letter of Credit is not transferable without the express written
consent of the State Bank of Countryside, which consent shall not be unreasonably
withheld.
Irrevocable Letter of Credit No.
Page 3
6. In respect to the written certification above, the State Bank of Countryside is
authorized to accept as binding and correct without investigation or responsibility for the
accuracy, veracity, correctness or validity of the same or any part thereof.
7. This Irrevocable Letter of Credit sets forth in full the terms of our undertaking.
This undertaking shall not in any way be modified, amended or amplified by reference to
any documents, instrument or agreement, except by separate agreement executed by all of
the parties under oath and delivered to our office.
8. The undersigned institution hereby represents and warrants that it has the full
power, right and authority to deliver this Irrevocable Letter of Credit, that the same is
within all lending limits of such institution, is in full conformity with all state and federal
law, and that the same is binding in accordance with its terms on the undersigned
institution.
9. This credit is subject to the Uniform Customs and Practice for Documentary
Credits (1983 Revision), International Chamber of Commerce Publication No. 400.
Respectfully submitted,
STATE BANK OF COUNTRYSIDE
Thomas Boyle
President & Chief Executive Officer
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bM1IH LANUMt1ER PAGE 15
EXHIBIT D
TEMZSARILSZEEMZUMLEUREBEE
A STRIP OF LAND 30.PFST WIDE re sECTI0N3 14. 7.5, 22 AND 23,
TOWNSHIP 37 NORTH, ':ANON 11 EAST Or TEE THIRD PktucIPAL NFdt7DIAN,
TEE cENTERIXNE OF WHICH I6 DESCRIERS AS 7OIJAWS:
COSOSEECIRG AT TEE SagTEEAST MEN = of 88tTxas 22; THENCE NORTH
89°54'a0R W8S1', ow THE room =NE or SECTION 22. 31.44 FENT TO
TEE POINT 07 BBOTNNING; THENCE Emma 00'27'04" EAST, 1,374.05
FEET TO PoiNT A; THENCE NORTE 00"27x00" EAST, 129.60 PEET, TREECE
NORTH 12•34'27•1 EAST, 237.07 PEST; THENCE NORTH 00.32`55" BAST,
140.92 3'NL"T TQ POINT N; TMENCS NORTE 00'32'55" EAST, 19.00 FEET
TO POINT C; TRtEECE Nona 00'32' 55" EAST, 444.03 =ET TO POINT Di
THENCE NORTH 00°33'ss' EAST, 319.89 FEET TO 2 POINT ON TEE NOUTE
LINE OF TEE SOUTHWEST 1/4 OF SECTION 33, A DISTANCE OF 16.06 PEST
BAST OF TOE NORTHWEST CCU OF SAID SOUTHWEST 1/41 THENCE NORTO
00•33'42" Easy, 145.13 PRET TO POINT ET THENCE NORTE 00'32'42'
EAST, 747.02 PEET; THENCE N0RT{ 46•54'53.• EAST, 99.54 PEET;
TBENC7 NORTE 01900'04' EAST, 834,11 PEET, TREECE NORTA 06°38'4)'
NEST, 44.31 ?rim THENCE NORTH 01°58'40" WEST, 279.18 PEET;
TREECE NORT5 01'23•01" 1t187, 539.99 FEET TO A POINT ON THE No77N
LINE OF S7CTIoN 23, A DISTANCE OF 62.38 rrarr NAST OF THE
N ATWirEST CORNER OE SAID SECTION; THENCE NORTE 02•23'01" WEST,
111.23 FEET; THENCE NORTE 13°49'30" WEST, 22.74 PIET TO 70177 F;
THENCE 80V 76'10'300 WEST, 2D3.00 F8g1'; THENCE NORTH 13649•30'
WEST, 52.50 FEET; TEEN= NORTH 76°10'30w WEST, 175_00 FEET To
POINT iii THENCE NORTH 13•49'30" WESTT, 26.33 FEET TO TEE Po7.NT OF
TE1+NSNATIo7, TOOT WITH
PARCEL A2
X 30 -7007 WIDE STRIP OF LAND, THE
czuniRLINE OF WHICH,{' EEGTES AT TEE
F i8IAi1HCiVE DESCRIBED POINT A; THENCE
NOSTN 8.9°54'50" WEST, 33.50 FEET.
PARCEL 7:
A 30- FOOT WIDE STRIP OP LAND, TAX
CENTERLINE OF En= MINS AT THE
HERE:MEM DESCRIBED POINT B; THEIrc2
NORTH 89.34'800 WE8T,'22.30 FEET.
PARCgi, 0;
A 30 -7007 NIDE STRIP OF LAND, .TIE
C57TIMLINE Or WHICH BEGINS AT THE
ECTREINABOVB DESCRIBED POINT C; 777707
70777 89'54'50" Nr:9T, 42450 FEE,
PARCEL A:
A 30 -700T WIDE STEEP 07 LEND, THE
COITERL=NB OF WBIC1L,BEGLNs AT THE
HIMEINABOVE =SCRUM PO/N1' b; THENCE
70777 89°54•30^ WEST, 22.50 FEET.
PARCEL E:
A 30 -7000r WISE STRIP 07 LAND, THE
CE7TERLI77 OF WHICH Bits AT THE
BEREIN990V7.0ZsCRISED POINT 7; THENCE
FORTH 89'54'30" WEST, 32.50 FEET.
PAR=T, F:
A 30 -FOOT WIDE STRIP OF LAND, THE
CXIIITERLINE OF WHICH BEGINS AT THE
HE 8809E DESCEISED PRINT F; THENCE
NORTE 76°10'30" EAST, 1,7.50 PEET.
PARS HI
A 30 -PoOT WWE STRAP OP LANG, THE
CENTER7,ITPg 01' WZIO5 ,BEGINS AT THE
HEREINABOVE DESCRIBED POINT 7; THENCE,
SOUTH 70100'30" WEST, 27.50 PUT.
ALL LE COOK COUNTY, ILLINOIS.