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HomeMy WebLinkAboutRESOLUTION - 44-15 - 10/27/2015 - AGREEMENT ILLINOIS STATE TOLL HIGHWAY AUTHORITYRESOLUTION NO. 44-15 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY, COUNTY OF DUPAGE, THE VILLAGE OF ELK GROVE VILLAGE AND THE CITY OF WOOD DALE NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: INTERGOVERNMENTAL AGREEMENT BETWEEN THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY, COUNTY OF DUPAGE, THE VILLAGE OF ELK GROVE VILLAGE AND THE CITY OF WOOD DALE a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 27'h day of October 2015. APPROVED this 27'h day of October 2015. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keegan, Village Clerk ftecmentWoodl)ale INTERGOVERNMENTAL AGREEMENT BETWEEN THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY, COUNTY OF DUPAGE, THE VILLAGE OF ELK GROVE VILLAGE AND THE CITY OF WOOD DALE This INTERGOVERNMENTAL AGREEMENT (hereinafter referred to as the "AGREEMENT") is entered into this 27th day of October AD, 2015, by and between THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY,an instrumentality and administrative agency of the State of Illinois, hereinafter called the "ILLINOIS TOLLWAY", COUNTY OF DUPAGE, a body corporate and politic of the State of Illinois, hereinafter called "COUNTY", THE VILLAGE OF ELK GROVE VILLAGE, a municipal corporation of the State of Illinois, hereinafter called the "VILLAGE", and THE CITY OF WOOD DALE, a municipal corporation of the State of Illinois, hereinafter called the "CITY", individually referred to as "PARTY", and collectively referred to as "PARTIES". WITNESSETH: WHEREAS, the ILLINOIS TOLLWAY in order to facilitate the free flow of traffic and ensure safety to the motoring public, intends to improve the existing Elgin O'Hare Expressway, extend the expressway from its eastern terminus at Rohlwing Road (Illinois Route 53) to O'Hare International Airport (ORD) to be known in its entirety as Illinois Route 390, and construct the Western Access connecting the Jane Addams Memorial Tollway 1-90) with the Tri-State Tollway (I-294) (hereinafter sometimes referred to as the Elgin O'Hare Western Access" or "EOWA"), and included in multiple ILLINOIS TOLLWAY construction contract(s). The ILLINOIS TOLLWAY will implement, operate and maintain the mainline improvements as tolled facilities (hereinafter sometimes referred to as the "Toll Highway"); and WHEREAS, certain construction contracts will occur within the COUNTY'S, the VILLAGE's and the CITY's jurisdictional boundaries. This AGREEMENT includes the scope of improvements of ILLINOIS TOLLWAY Contract I-13-4630, Illinois Route 390 Mainline Bridges over Lively Boulevard and the South Frontage Road (hereinafter referred to as the "PROJECT") by making the following improvements: The scope of improvements include the construction of two new single span bridges carrying the Toll Highway over Lively Boulevard and the construction of the south frontage road from just east of Wood Dale Road to Edgewood Avenue. A detention pond that serves the south frontage road drainage will be constructed south of the south frontage road and just west of Dillon Drive. Lively Boulevard will be relocated to align with the existing roadway north of Thomdale Avenue and this section of Lively Boulevard will be constructed from Thorndale Avenue on the north to the proposed south frontage road on the south. Lighting will be relocated on Lively Boulevard and underpass 1 lighting will be installed under the bridges. Temporary (span wire) traffic signals will be installed at Lively Boulevard and Thorndale Avenue. The contract also includes earthwork fill placement from just west of Lively Boulevard to just east of Dillon Drive, retaining walls, drainage improvements, pavement markings, signing, roadway lighting and all other work necessary to complete the project in accordance with the approved plans and specifications; and WHEREAS, the VILLAGE requests that the ILLINOIS TOLLWAY include in its PROJECT special form liner signage on the south parapet of the Lively Boulevard bridge, hereinafter referred to as the "VILLAGE IMPROVEMENTS"; and WHEREAS, the CITY requests that the ILLINOIS TOLLWAY include in its PROJECT special form liner signage on the north parapet of the Lively Boulevard bridge, black access control fencing, and a shared use path along the south frontage road from just east of Wood Dale Road to just west of Edgewood Avenue including transitional sidewalk segments at each local road crossing with the frontage road (Central Avenue, Sivert Drive, Lively Boulevard, and Dillon Drive), hereinafter referred to as the "CITY IMPROVEMENTS"); and WHEREAS, the ILLINOIS TOLLWAY agrees to implement the VILLAGE IMPROVEMENTS and the CITY IMPROVEMENTS as part of the PROJECT; and WHEREAS, the CITY owns, operates and maintains water mains, storm and sanitary sewers, and public roadways (hereinafter referred to as the "FACILITIES") located in or about the area to be traversed by the PROJECT and has interests in lands and right of way therein; and WHEREAS, some of the existing FACILITIES may interfere with the construction of the PROJECT, and it is therefore necessary that these FACILITIES be removed, adjusted, reconstructed, protected or relocated to avoid that interference; and WHEREAS, subsequent to this AGREEMENT, the ILLINOIS TOLLWAY and the COUNTY respectively agree to provide to the CITY approved permits without the payment of permit fees therefore by the CITY for the sanitary sewer relocation and water main relocation which will continue to be located on ILLINOIS TOLLWAY and COUNTY properties, and the CITY agrees to abide by all conditions set forth therein; and 1. WHEREAS, the CITY shall perform the necessary design and construction engineering for the improvements to construct its 12" sanitary sewer south along Central Avenue which will extend approximately 1000 lineal feet, replace 5 manhole structures and the existing 10" sanitary sewer which runs east of Central Avenue perpendicular to the EOWA mainline partially outside of the PROJECT limits, which is also impacted by the PROJECT, subject to the ILLINOIS TOLLWAY's reimbursing the CITY for the costs of the CITY IMPROVEMENTS; and 2 WHEREAS, the PARTIES by this instrument, desire to determine and establish their respective responsibilities toward engineering, right of way acquisition, utility relocation, construction, funding and maintenance of the PROJECT as proposed; and WHEREAS, the ILLINOIS TOLLWAY by virtue of its powers as set forth in the "Toll Highway Act," 605 ILCS 10/1 et seq. is authorized to enter into this AGREEMENT: and WHEREAS, the COUNTY by virtue of its powers as set forth in the Counties Code 55 ILCS 5/1-1001 et seq. is authorized to enter into this AGREEMENT; and WHEREAS, the VILLAGE and the CITY by virtue of their powers as set forth in the Illinois Municipal Code 65 ILCS 5/1-1-1 et seq. are authorized to enter into this AGREEMENT; and WHEREAS, a cooperative Intergovernmental Agreement is appropriate and such an Agreement is authorized by Article VII, Section 10 of the Illinois Constitution and the "Intergovernmental Cooperation Act", 5 ILCS 220/1 et seq. NOW, THEREFORE, in consideration of the aforementioned recitals and the mutual covenants contained herein, the PARTIES hereto agree as follows: I. ENGINEERING A. Except as otherwise indicated in this AGREEMENT, the ILLINOIS TOLLWAY agrees to perform preliminary and final design engineering, obtain necessary surveys, and prepare the final plans and specifications for the PROJECT, subject to reimbursement by the VILLAGE and the CITY as hereinafter stipulated. B. The CITY agrees to perform design and construction engineering for the portion of its sanitary sewer impacted by the PROJECT, subject to reimbursement by the ILLINOIS TOLLWAY as hereinafter stipulated in Section V. C. The PARTIES shall review the plans and specifications which impact their maintained highways within thirty (30) calendar days of receipt thereof. If the ILLINOIS TOLLWAY does not receive comments or objections from a respective PARTY within this time period, or receive a request for an extension of time, which request shall be reasonably considered, the lack of response shall be deemed approval of the plans and specifications by that PARTY. Approval by the PARTIES shall mean the PARTIES agree with all specifications in the plans, including alignment and location of the PROJECT improvements which impact the respective PARTY's maintained highways and FACILITIES. In the event of disapproval, the respective PARTY will detail in writing its objections to the proposed plans and specifications for review and consideration by the ILLINOIS TOLLWAY. D. The PARTIES shall work cooperatively to address and resolve the review comments and objections. Any dispute concerning the plans and specifications shall be resolved in accordance with Section IX of this AGREEMENT. E. The final approved plans and specifications for the PROJECT shall be promptly delivered via hard copy and DVD format to all PARTIES by the ILLINOIS TOLLWAY. F. The ILLINOIS TOLLWAY agrees to assume the overall PROJECT responsibility, including assuring that all permits (U.S. Army Corps of Engineers, Illinois Department of Natural Resources, Metropolitan Water Reclamation District of Greater Chicago, Environmental Protection Agency, etc.) and joint participation and/or force account agreements (County, Township, Municipal, Railroad, Utility, etc.), as may be required by the PROJECT, are secured by the PARTIES hereto in support of general project schedules and deadlines. All PARTIES hereto agree to cooperate, insofar as their individual jurisdictional authorities allow, with the timely acquisition and clearance of said permits and agreements and in complying with all applicable Federal, State, and local regulations and requirements pertaining to work proposed for the PROJECT. G. The PARTIES shall grant and consent to any and all permits, rights of access (ingress and egress), and temporary use of its property within the PROJECT limits to the ILLINOIS TOLLWAY, without charge of permit fees to the ILLINOIS TOLLWAY. Any permit for right of access, temporary use shall not be unreasonably withheld by any of the PARTIES. II. RIGHT OF WAY A. The ILLINOIS TOLLWAY, pursuant to the approved plans shall perform all survey work and prepare all parcel plats and establish legal descriptions necessary to acquire all new right of way interests for the construction and future operation of the PROJECT. Throughout the acquisition processes the ILLINOIS TOLLWAY will conduct their activities in accord with its' written Policies and Procedures. B. The PARTIES agree to convey fee simple title, or any lesser property interest as may be required for the PROJECT, to each other for each land parcel(s) identified as Parcels EO -113-12-913, EO -113-12-915, EO -113-12-917, EO -113-12-918, and EO -113- 12-919 in "Exhibit A", attached hereto. To effectuate the conveyance, the CITY shall execute and deliver a general warranty deed in a form established by the ILLINOIS TOLLWAY. The financial consideration of this conveyance shall be singularly based upon a determination of Fair Cash Market Value set at the date of this AGREEMENT and documented in a written appraisal report prepared by an independent Certified General Appraiser licensed to perform such work in the State of Illinois. 0 C. In order to avoid PROJECT delays, the PARTIES herby permit and authorize each other, their employees, vendors, and/or contractor(s) unrestricted access to use all parcels identified in Exhibit A. Where the PARTIES have previously entered into a Right -of -Entry Agreement with respect to any parcel, access to that parcel shall be governed by such agreement. Additional consideration and/or financial credit will not be granted pursuit to this interim permission and authorization. D. Upon completion of the PROJECT, the ILLINOIS TOLLWAY agrees to convey fee simple title to the CITY and COUNTY all property and right of way purchased by the ILLINOIS TOLLWAY required by the CITY or the COUNTY for the maintenance and operation of the COUNTY's frontage road and detention basin and the CITY's Lively Boulevard as shown on "Exhibit A". E. All land conveyances pursuant to this AGREEMENT will be fully executed, tendered and accepted for recordation and all supporting documentation provided before issuance of final payments and before financial credit will be recognized pursuant to Section V. of this AGREEMENT. F. The COUNTY and the CITY shall agree to consider all properly filed and noticed applications for variance submitted by property owners for setbacks or zoning deviations that are due to ILLINOIS TOLLWAY land acquisition. Nothing in this subsection E. shall be construed to obligate the COUNTY or the CITY to grant any variation where the COUNTY and the CITY, or any board, commission, or agency thereof, has determined that the application does not meet the requirements for such, nor shall this subsection E. be construed as creating any right, interest, or benefit in any person not a PARTY to this AGREEMENT. G. In the event, the ILLINOIS TOLLWAY identifies areas of the COUNTY's and/or the CITY's right of way temporarily needed for the ILLINOIS TOLLWAY to enter, access and use to allow the ILLINOIS TOLLWAY and/or its contractor(s) to complete the PROJECT, the COUNTY and/or the CITY shall, upon the ILLINOIS TOLLWAY's application to the COUNTY and/or CITY on the proper permit form, together with a plan set, issue the ILLINOIS TOLLWAY a permit without charge of permit fees to the ILLINOIS TOLLWAY; allowing the ILLINOIS TOLLWAY all temporary use. The COUNTY and/or the CITY shall waive the contractor's surety bonding requirement. However, as a condition of the issuance of such permit, all ILLINOIS TOLLWAY contractors entering, accessing, or using COUNTY and/or CITY right-of-way thereunder shall have agreed to indemnify and hold harmless the COUNTY and/or the CITY from and against any and all claims and liability in relation to their entry upon the Parcels for the purposes of this AGREEMENT, except as to the extent such claim or liability arises from acts and omission of the COUNTY and/or CITY. The ILLINOIS TOLLWAY agrees upon completion of the PROJECT, that those lands used are to be restored to an as good as — or — better than pre -construction 9 condition. Approval of any permit shall not be unreasonably withheld by the COUNTY or the CITY. H. The COUNTY agrees to involve the ILLINOIS TOLLWAY in future negotiations for new or modified access control limits adjacent to Toll Highway ramp merge locations within the COUNTY's future right of way for maintenance and operation of their highways. III. UTILITY RELOCATION A. The ILLINOIS TOLLWAY agrees to provide all PARTIES, as soon as they are identified, the locations (existing and proposed) of public and/or private utility facilities within their existing rights of way which require adjustment as part of the PROJECT. As part of its PROJECT engineering responsibilities, the ILLINOIS TOLLWAY shall identify adjustments to the aforementioned existing utilities. B. The ILLINOIS TOLLWAY agrees to make all reasonable efforts to minimize the number of utility adjustments in the design of improvements. C. The PARTIES agree to make arrangements for and issue all permits for the PROJECT and cooperate with necessary adjustments to existing utilities located within their existing respective rights of way, and on proposed PARTY rights of way where improvements to any of the PARTIES highways are proposed by any of the PARTIES to be done in conjunction with the PROJECT, without charge of permit fees to the ILLINOIS TOLLWAY. D. The ILLINOIS TOLLWAY agrees to make arrangements for and issue all permits for the PROJECT required adjustments to utility facilities located on existing ILLINOIS TOLLWAY rights of way, and on proposed ILLINOIS TOLLWAY rights of way which are outside areas of the other PARTIES jurisdiction, where improvements to ILLINOIS TOLLWAY facilities are proposed to be done as part of the PROJECT, at no expense to the PARTY. E. At all locations where utilities are located on rights of way owned by the ILLINOIS TOLLWAY that are planned to be subsequently transferred to another PARTY and must be adjusted due to work proposed by the ILLINOIS TOLLWAY, the PARTY agrees to cooperate with the ILLINOIS TOLLWAY in making arrangements with the applicable utility and issue all permits for the requisite adjustment(s) without charge of permit fees to the ILLINOIS TOLLWAY upon transfer of that right of way to another PARTY. Subsequent to transfer of that right of way to another PARTY, the ILLINOIS TOLLWAY agrees to reimburse and/or credit the PARTY for any and all utility relocation costs the PARTY may incur that are reimbursable to the utility company for PROJECT required adjustments. 6 F. At all locations where utilities are located on rights of way owned by any PARTY that are subsequently planned to be transferred to the ILLINOIS TOLLWAY and must be adjusted due to work proposed by any PARTY, the ILLINOIS TOLLWAY agrees to make arrangements with the applicable utility and issue all permits for the requisite adjustment(s). The respective PARTY permits will no longer apply after transfer of right of way to the ILLINOIS TOLLWAY and any future relocation caused by any PARTY would result in that PARTY reimbursing the utility company. At all locations where any PARTY's utilities are located on ILLINOIS TOLLWAY rights of way or on other PARTY's rights of way and must be adjusted due to work proposed by the PARTY, the PARTY in question agrees to obtain from the ILLINOIS TOLLWAY and/or another PARTY, an approved permit for the facility, and to abide by all conditions set forth therein. The PARTY agrees to reimburse the ILLINOIS TOLLWAY for any and all utility relocation costs the ILLINOIS TOLLWAY may incur in causing the aforementioned utility or utilities to be adjusted. G. The ILLINOIS TOLLWAY will cause all utility companies to protect, adjust, relocate or remove utility facilities in conflict with the PROJECT, at no cost to the PARTIES. H. The PARTIES agree to accept applications for permits from utility companies to perform utility relocation work within the PROJECT and located on its property. All such applications for permits shall include an executed Utility Work Order approved by the ILLINOIS TOLLWAY. During the duration of the PROJECT, the PARTIES agree to issue utility permits within the PROJECT limits in accordance with its' regular permit process and only for utility work as documented by a Utility Work Order that is approved by the ILLINOIS TOLLWAY and/or coordination with the ILLINOIS TOLLWAY. J. In the event utility facilities are relocated within the PROJECT limits, the ILLINOIS TOLLWAY shall grant to the utility company and its successors and assigns, owning or operating any utility facilities, the right to operate the same in the new location or locations on the property for as long a period and upon the same terms and conditions as it had the right to maintain and operate the facilities in their former location or locations. K. In the event utility facilities are located on property transferred to any of the PARTIES from the ILLINOIS TOLLWAY, the respective PARTY agrees to issue a permit, without charge of permit fees, for all utility work associated with or relocated as a result of the PROJECT. All subsequent maintenance, repairs or modifications to these utility facilities will require that permits be issued in accordance with the PARTIES' current Permit Ordinance. 7 IV. CONSTRUCTION A. The ILLINOIS TOLLWAY shall advertise and receive bids, obtain all PARTIES concurrence as to the amount of bids (for work to be funded or maintained wholly or partially by the PARTIES before award), award the contract(s), provide construction engineering inspections and cause the PROJECT to be constructed in accordance with the PROJECT plans and specifications, subject to reimbursement by the VILLAGE and the CITY as hereinafter stipulated. B. The CITY, as of May 2015, has completed the relocation of the sanitary sewer south along Central Avenue approximately 1000 lineal feet and partially outside of the PROJECT limits, impacted by the PROJECT to allow the ILLINOIS TOLLWAY access to this area of the PROJECT for continued construction of the PROJECT. C. The ILLINOIS TOLLWAY agrees to protect the existing CITY water main and sanitary sewer located within the PROJECT limits against damage from earthmoving or other construction activities, and makes such necessary temporary repairs to such if damaged, until such utilities have been relocated. D. The ILLINOIS TOLLWAY agrees to perform the relocation/abandonment/new construction of the CITY water main as shown on the approved engineering plans, at no cost to the CITY. E. After award of the construction contract(s), any proposed deviations from the plans and specifications that affect any of the other PARTIES shall be submitted to the affected PARTY for approval prior to commencing such work. The respective PARTY shall review the proposed deviations and indicate its approval or disapproval thereof in writing. If the proposed deviation to the plans and specifications are not acceptable, the affected PARTY shall detail in writing its specific objections. If the ILLINOIS TOLLWAY receives no written response from the affected PARTY within thirty (30) calendar days after delivery to that PARTY of the proposed deviation, the proposed deviation shall be deemed approved by the affected PARTY. F. After award of the construction contract(s), assuming there are no proposed deviations from the plans and specifications that affect any of the PARTIES, the ILLINOIS TOLLWAY shall provide no less than thirty (30) calendar day's written notice to the PARTIES prior to commencement of work on the PROJECT. G. The ILLINOIS TOLLWAY shall require that the PARTIES, and their agents, officers and employees be included as additional insured parties in the General Liability Insurance the ILLINOIS TOLLWAY requires of its contractor(s) and that the PARTIES will be added as an additional protected PARTY on all performance bonds required of the contractor(s). These requirements shall be included in the Special Provisions of the construction contract(s). H H. The other PARTIES and their authorized agents shall have all reasonable rights of inspection (including pre -final and final inspection) during the progress of work included in the PROJECT that affects the respective PARTY's system. The PARTIES may assign personnel to perform inspections on behalf of the respective PARTY of all work included in the PROJECT that affects the PARTY's system, and will deliver written notices to the Chief Engineer of the ILLINOIS TOLLWAY advising the ILLINOIS TOLLWAY as to the identity of the individual(s) assigned to perform said inspections. I. Notices required to be delivered by either PARTY pursuant to this AGREEMENT shall be delivered as indicated in Section IX of this AGREEMENT. J. The ILLINOIS TOLLWAY shall give notice to all PARTIES upon completion of 70% and 100% of all PROJECT construction contracts to be subsequently maintained by the PARTIES, and all PARTIES shall make an inspection thereof not later than seven (7) calendar days after notice thereof after notice of 70% completion thereof. If a PARTY does not perform a final inspection within twenty-one (21) calendar days after receiving notice of completion of 100% of all PROJECT construction contracts, or other inspection arrangements are not agreed to by the PARTIES hereto, the PROJECT shall be deemed accepted by that PARTY. At the request of any of the PARTIES, the ILLINOIS TOLLWAY's representative shall join in on such inspection. In the event said inspections disclose work that does not conform to the approved final plans and specifications, the PARTY's representative shall give immediate verbal notice to the ILLINOIS TOLLWAY's representative of any deficiency, and shall thereafter deliver within five (5) calendar days a written list identifying such deficiencies to the Chief Engineer of the ILLINOIS TOLLWAY. Deficiencies thus identified shall be subject to joint re -inspection upon completion of the corrective work. The respective PARTY shall perform such joint re -inspections within ten (10) calendar days after receiving notice from the ILLINOIS TOLLWAY that the deficiencies have been remedied. K. The ILLINOIS TOLLWAY shall have the right, in its sole judgment and discretion, to cancel or alter any or all portions of the work, except as referenced in Section IV.E, due to circumstances either known or unknown at the time of bidding or arising after the Contract(s) was entered into, in accordance with the Canceled Items Provision 109.06 included in the ILLINOIS TOLLWAY Supplemental Specifications to the Illinois Department of Transportation Standard Specifications for Road and Bridge Construction, adopted January I, 2012, issued March 2014, or the applicable version of the ILLINOIS TOLLWAY Standard or Supplemental Specifications. L. As -built drawings of utility relocations performed by the ILLINOIS TOLLWAY shall be provided to the CITY, in both paper format and electronically, within sixty (60) calendar days after completion of the work. 9 V. FINANCIAL A. Except as otherwise identified herein, the ILLINOIS TOLLWAY agrees to pay all PROJECT related engineering, right of way, construction engineering and construction costs subject to reimbursement by the VILLAGE and the CITY as hereinafter stipulated. B. It is mutually agreed by the PARTIES hereto that the estimated cost to the CITY for the CITY's IMPROVEMENTS is $143,107.00, ($135,969.00, for the shared use path and transitional sidewalk segments for construction costs, and $7,138.00 for black access control fencing), $7,155.35 (5% of construction costs for preliminary and design engineering, and $14,310.70 (10% of construction costs) for construction engineering, for a total estimated cost of $164,573.05. C. It is also agreed by the PARTIES hereto that the CITY's estimated cost to construct a new 12" sanitary sewer south along Central Avenue (approximately 1000 lineal feet), for the purposes of abandoning and relocating the CITY's existing 10" sanitary sewer located along the south side of existing Thomdale Avenue and crossing the Illinois Route 390 corridor at Sivert Drive, is estimated at $330,000.00 for construction costs, $33,310.00 for preliminary and design engineering and $44,638.00 for construction engineering, for a total estimated cost of $407,948.00. The CITY shall provide proof of all final expenditures in order to receive a reimbursement from the ILLINOIS TOLLWAY towards the CITY's IMPROVEMENTS. D. It is agreed by the PARTIES hereto that the appraised value of the CITY's five (5) parcels as described in Section II B, and as shown on Exhibit A, which are to be conveyed to the ILLINOIS TOLLWAY, is $1,305,000.00. However, the CITY requires property, which is or soon will be ILLINOIS TOLLWAY owned property, to accommodate the reconfiguration of Lively Boulevard. The CITY will credit the ILLINOIS TOLLWAY for the value of this parcel (the ILLINOIS TOLLWAY will reserve a Permanent Easement for its bridge), which is $215,000.00. E. It is agreed by the PARTIES that the valuation assigned to new Lively Boulevard is inclusive of a permanent easement granted and conveyed by the CITY to the ILLINOIS TOLLWAY for the long-term access and maintenance of the overhead bridge structure and supporting members. F. In summary, the CITY's and ILLINOIS TOLLWAY's financial obligations are as follows: 1. The CITY's IMPROVEMENTS implemented by the ILLINOIS TOLLWAY and funded by the CITY is $164,573.05. Irl 2. The CITY's new sanitary sewer designed and constructed by the CITY and funded by the ILLINOIS TOLLWAY is $407,948.00. 3. The appraised value of the CITY's five (5) parcels as described in Section 11 B, and as shown on Exhibit A, which is funded by the ILLINOIS TOLLWAY is $1,305,000.00. 4. The appraised value of the land to be conveyed back to the CITY for the new Lively Boulevard alignment is valued at $215,000.00, which shall be deducted from the appraised value of the CITY's five (5) parcels to be purchased by the ILLINOIS TOLLWAY, decreasing the costs to $1,090,000.00. 5. In total, the ILLINOIS TOLLWAY is responsible for the cost of the new sanitary sewer (estimated at $407,948.00) and the right of way being purchased from the CITY including the deduction of the land to be conveyed back to the CITY for the new Lively Boulevard alignment ($1,090,000.00), or a total estimated of $1,497,948.00 to be paid to the CITY. The CITY is then responsible for the CITY IMPROVEMENTS (estimated at $164,573.05) which is less than the amount to be paid by the ILLINOIS TOLLWAY, therefore all costs for the CITY IMPROVEMENTS shall be paid for by the ILLINOIS TOLLWAY, with a resulting payment amount from the ILLINOIS TOLLWAY to the CITY estimated at $1,333,374.95. G. The PARTIES agree that subsequent agreements will be required for future ILLINOIS TOLLWAY contracts in reference to the EOWA. The ILLINOIS TOLLWAY and the CITY agree that the estimated costs for the sanitary sewer described in Section V. C in the amount of $407,948.00 shall be reimbursed by the ILLINOIS TOLLWAY to the CITY within 60 days after receipt by the ILLINOIS TOLLWAY of proof of the CITY expenditures and receipt of an invoice (actual reimbursement will be equal to actual approved expenditures). The remaining estimated amount of $925,426.95 shall be carried over and applied to the CITY's cost responsibilities for requested CITY IMPROVEMENTS on future EOWA contracts involving the CITY. All payments and credits shall be based upon actual final costs. H. It is further agreed that notwithstanding the estimated costs, the CITY shall be responsible for the actual costs associated with the work requested by the CITY as described in the Recital section of this AGREEMENT. 1. Any of the PARTIES may request, after the construction contract(s) are let by the ILLINOIS TOLLWAY, that supplemental work that increases the total costs of the PROJECT or more costly substitute work be added to the construction contract(s). The ILLINOIS TOLLWAY will cause said supplemental work or such substitute work to be added to the construction contract(s), provided that said work will not delay construction of the PROJECT. The PARTY requesting or causing said supplemental work or more costly substitute work shall pay for the cost increases of said work in full. VI. MAINTENANCE - DEFINITIONS A. The term "local" means any PARTY to this AGREEMENT other than the ILLINOIS TOLLWAY. With respect to this AGREEMENT, it means the COUNTY, the CITY or the VILLAGE. B. The term "local road" refers to any highway, road or street under the jurisdiction of the COUNTY, the CITY or the VILLAGE. C. As used herein, the terms "maintenance" or "maintain" mean keeping the facility being maintained in good and sufficient repair and appearance. Such maintenance includes the full responsibility for the construction, removal, replacement of the maintained facility when needed, and unless specifically excluded in Section VII, MAINTENANCE - RESPONSIBILITIES, other activities as more specifically set forth in the following subparts of this Section VI. Maintenance includes but is not limited to: 1. "Routine maintenance" refers to the day to day pavement maintenance, pothole repair, anti -icing and de-icing, snow removal, sweeping, pavement marking, mowing, litter and debris removal, and grate and scupper cleaning and repair, including compliance with state laws and local ordinances. 2. "Structural maintenance" refers to the integrity of the grade separation structure, including abutments and piers, bridge girders/beams, bridge deck, expansion joints, parapet walls and drainage structures. 3. "Signal maintenance" refers to all aspects of installation, repair, replacement, timing, and operation of traffic signals, including signal loops, signal supports or bases, interconnects to Ramp Queue Detection Warning Systems and power, but shall not include permanently installed variable message signs or temporary signals or signs relating to construction or repair projects. 4. "Lighting maintenance" refers to all aspects of installation, repair, replacement and operation of roadway lighting including power, but shall not include temporary lighting relating to construction or repair projects. 5. "Emergency maintenance" refers to any maintenance activity which must be performed immediately in order to avoid or to repair a condition on the roadway or right of way which causes or threatens imminent danger or destruction to roadway facilities or rights of way of the PARTIES hereto, to the motoring public, to public health, safety or welfare, including but not limited to accident restoration, chemical or biological removal or remediation, or response to acts of God or terrorism. 12 D. The tern "drainage facilities" refers to both open and enclosed systems. The tern "drainage structures" refers to enclosed systems only, and includes those elements of the drainage facility affixed to the bridge superstructures downstream from the scupper. E. The terms "notify", "give notice" and "notification" refer to written, verbal or digital communication from one PARTY to another concerning a matter covered by this AGREEMENT, for which the PARTY transmitting the communication produces and retains a record which substantiates the content, date, time, manner Of communication, identification of sender and recipient, and manner in which the recipient may respond to the sender, as to the communication. F. The terns "be responsible for" or "responsibility" refer to the obligation to ensure performance of a duty or provision of a service under this AGREEMENT, provided, that a PARTY may arrange for actual performance of the duty or provision of the service by another competent entity if another PARTY to this AGREEMENT is notified of such arrangement, but in no case shall the entity with the duty be relieved of ultimate responsibility for performance of the duty or provision of the service. G. The terms "consultation" or 'consult with" refer to the duty of a PARTY to give notice to the another PARTY of a proposed action, with reasonable time for that PARTY to respond, but the PARTY with the duty to consult may proceed with the proposed action if the other PARTY does not respond within the time frame set forth in the notice provided, or in the case of the ILLINOIS TOLLWAY, it may proceed with the proposed action if deemed necessary by the Chief Engineer. H. The term "approve" refers to the duty of a PARTY not only to consult with the other PARTIES but also to provide consent for the proposed action and to retain a record which documents such consent. The term "grade separation structure" refers to all structural elements between the abutments and below the wearing surface of a bridge carrying one roadway over another, unless otherwise specified. J. These are three types of bridge structures that intersect the ILLINOIS TOLLWAY rights of way: 1. Type 1. An intersection where a grade separation structure has been constructed to carry the toll highway over the local road. 2. Type 2. An intersection where a grade separation structure has been constructed to carry the local road over the toll highway. 13 3. Type 3. An intersection where a partial or complete ramp interchange system, as well as a grade separation structure, has been constructed between the local road and the toll highway. VII. MAINTENANCE - RESPONSIBILITIES A. The ILLINOIS TOLLWAY agrees to maintain Illinois Route 390 including the bio-swales in its entirety. B. The COUNTY agrees to maintain, or cause to maintain, the south frontage road from Wood Dale Road to Edgewood Avenue with the exception of the section between the north and south segments of Lively Boulevard, including the newly constructed detention pond that serves the south frontage drainage located south of the south frontage road and just west of Dillon Drive, the span wire traffic signals located at Lively Boulevard and Thorndale Avenue, or any work the ILLINOIS TOLLWAY is including in the PROJECT for the COUNTY at their request, in its entirety. C. The CITY agrees to maintain, or cause to maintain, Central Avenue, Sivert Drive, Dillon Drive, Edgewood Avenue and Lively Boulevard south of Thorndale Avenue (including the portion of Lively Boulevard that traverses east to west connecting the north and south segments with the south frontage road), including the underpass lighting installed under the Lively Boulevard bridge, the shared use path along the south frontage road from just east of Wood Dale Road to just west of Edgewood Avenue including transitional sidewalk segments at each local road crossing with the frontage road (Central Avenue, Sivert Drive, Lively Boulevard, and Dillon Drive), and the relocated CITY's sanitary sewer that runs south of the south frontage road at Central Avenue, and all other facilities, sidewalks, bike paths, and any and all fences, walls or appurtenances built to separate vehicular traffic from pedestrian traffic, lighting, roads, and any other property within its jurisdiction, the cost differential to maintain black access control fencing, the cost differential to maintain the special form liner signage on the north parapet of the Lively Boulevard bridge, or any work the ILLINOIS TOLLWAY is including in the PROJECT for the CITY at their request, in its entirety. D. The VILLAGE agrees to maintain, or cause to maintain, Lively Boulevard north of Thorndale Avenue, including any and all fences, walls or appurtenances built to separate vehicular traffic from pedestrian traffic, lighting, roads, or any other property within its jurisdiction, and the cost differential to maintain the special form liner signage on the south parapet of the Lively Boulevard Bridge, or any work the ILLINOIS TOLLWAY is including in the PROJECT for the VILLAGE at their request, in its entirety. E. The bridge improvements being constructed under this AGREEMENT are of the following types as described in Section VI, Paragraph J I above and involve the following roadway(s): IM Type of Bridge Structure Affected Roadway Type I Lively Boulevard 1. Type 1 - ILLINOIS TOLLWAY over a Local Road a. The CITY has all maintenance responsibility as to the following i. All CITY right of way, highway roadways, guardrail and other protective devices, pier protective structures or devices, roadway slopes and shoulders, including but not limited to the portions thereof underneath the grade separation structure; ii. All drainage facilities on CITY right of way which drain CITY highway facilities, except such facilities installed by the ILLINOIS TOLLWAY on CITY property for the purpose of carrying exclusively Toll Highway drainage; iii. All underpass lighting; b. The ILLINOIS TOLLWAY has all maintenance responsibility as to all remaining portions of the ILLINOIS TOLLWAY right of way at an intersection not maintained by the CITY, as set forth herein, including but not limited to the entire grade separation structure, including the special form liner signage, drainage facilities, bridge slope walls and embankments within ILLINOIS TOLLWAY access control fencing, and fences. F. The PARTIES agree that the ILLINOIS TOLLWAY reserves the exclusive right to review and approve any and all signage affixed to the grade separation structure or placed on ILLINOIS TOLLWAY right of way. G. The PARTIES agree that each PARTY has the duty to perform such regular inspections, surveys and reviews as are reasonably necessary to fulfill their respective obligations under this AGREEMENT. H. In the event that any PARTY places, on the grade separation structure or on the right of way of the other, appurtenances such as architectural enhancements, "gateway logos", conduit pipe, or other devices which are not directly required in connection with the ILLINOIS TOLLWAY or other PARTY roadway operations or required for the performance of maintenance obligations of the respective PARTY under this AGREEMENT, then the PARTY placing such appurtenances shall have sole responsibility for all repair, replacement, removal and/or renewal of such items, including such maintenance, repair, replacement, removal and/or renewal of such items which is necessitated by maintenance projects performed by the other PARTY pursuant to this AGREEMENT. 15 VIII. ADDITIONAL MAINTENANCE PROVISIONS A. During construction, all PARTIES shall continue to maintain all portions of the PROJECT within their right of way that are not to be improved or maintained by the construction contractor(s) pursuant to the approved plans and specifications. B. All items of construction which are stipulated in this AGREEMENT to be maintained by the PARTIES shall, upon completion of construction and final inspection, be the sole maintenance responsibility of the PARTIES respectively. C. The responsibilities for all snow and ice removal from the roadways under jurisdiction of the respective PARTIES and for mowing and litter removal will be handled under a separate agreement between the PARTIES. D. Nothing herein is intended to prevent or preclude the PARTIES from entering into reciprocal agreements in the future for any particular interchange for the efficient removal of snow, ice, and debris or for incident management. IX. GENERAL PROVISIONS A. It is understood and agreed that this is an AGREEMENT between the County of Du Page, the Village of Elk Grove Village, the City of Wood Dale and the Illinois State Toll Highway Authority. B. It is understood and agreed by the PARTIES hereto, that the ILLINOIS TOLLWAY shall have jurisdiction of the Elgin O'Hare Expressway. The COUNTY shall have jurisdiction of the south frontage road from Wood Dale Road to Edgewood Avenue, the VILLAGE shall retain jurisdiction of Lively Boulevard north of Thorndale Avenue, and the CITY shall retain jurisdiction of Central Avenue, Sivert Drive, Dillon Drive, Edgewood Avenue and Lively Boulevard south of Thorndale Avenue, traversed or affected by the Elgin O'Hare Expressway except as otherwise expressly provided for in this AGREEMENT. For the purpose of this AGREEMENT, jurisdiction shall mean the authority and obligation to administer, control, construct, maintain, and operate. C. It is understood and agreed that this AGREEMENT constitutes the complete and exclusive statement of the agreement of the PARTIES relative to the subject matter hereof and supersedes all previous oral and written proposals, negotiations, representations or understandings concerning such subject matter. D. Wherever in this AGREEMENT approval or review by any PARTY is provided for, said approval or review shall not be unreasonably delayed or withheld. E. Not later than fourteen (14) calendar days after execution of this AGREEMENT each PARTY shall designate in writing a representative who shall serve as the full m time representative of the said PARTY during the carrying out of the execution of this AGREEMENT. Each representative shall have authority, on behalf of such PARTY, to make decisions relating to the work covered by this AGREEMENT. Representatives may be changed, from time to time, by subsequent written notice. Each representative shall be readily available to the other PARTY. The descriptive headings of various sections of this AGREEMENT are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. G. In the event of a dispute between PARTIES in the carrying out of the teens of this AGREEMENT, the Chief Engineer of the ILLINOIS TOLLWAY, the Director of Transportation/County Engineer of the COUNTY, the Village Manager of the VILLAGE and the Director of Public Works of the CITY shall meet and resolve the issue. In the event that they cannot mutually agree on the resolution of any dispute concerning the VILLAGE's IMPROVEMENTS, the CITY's IMPROVEMENTS, or the COUNTY's facilities and roadway's respectively, the decision of the Director of Transportation/County Engineer of the COUNTY with respect to the COUNTY'S IMPROVEMENTS, the Village Manager of the VILLAGE with respect to the VILLAGE'S IMPROVEMENTS and the Director of Public Works of the CITY with respect to the CITY'S IMPROVEMENTS shall be final as long as that decision does not delay delivery of the PROJECT or be detrimental to the maintenance and operation of the Toll Highway. H. In the event there is a conflict between the terms contained in this document and the attached Exhibit(s), the terms included in this document shall control. 1. This AGREEMENT may be executed in four (4) or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument. J. The ILLINOIS TOLLWAY agrees that in the event any work is performed by other than ILLINOIS TOLLWAY forces, the applicable provisions of the "Prevailing Wage Act" 820 ILCS 130/1 shall apply. K. Under penalties of perjury, the VILLAGE certifies that its correct Federal Tax Identification number is 36-6009201 and it is doing business as a governmental entity, whose mailing address is the Village of Elk Grove Village, 901 Wellington Avenue, Elk Grove Village, Illinois 60007. L. Under penalties of perjury, the CITY certifies that its correct Federal Tax Identification number is 36-6008457 and it is doing business as a governmental entity, whose mailing address is the City of Wood Dale, 404 North Wood Dale Road, Wood Dale, Illinois 60191. 17 M. This AGREEMENT may only be modified by written modification executed by duly authorized representatives of the PARTIES hereto. N. This AGREEMENT and the covenants contained herein shall become null and void in the event the contract covering the constriction work contemplated herein is not awarded within three (3) years subsequent to the date of execution of this AGREEMENT. O. This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES hereto and their respective successors and approved assigns. P. The failure by any of the PARTIES to seek redress for violation of or to insist upon the strict performance of any condition or covenant of this AGREEMENT shall not constitute a waiver of any such breach or subsequent breach of such covenants, terms, conditions, rights and remedies. No provision of this AGREEMENT shall be deemed waived by any of the PARTIES unless such provision is waived in writing. Q. It is agreed that the laws of the State of Illinois shall apply to this AGREEMENT and that, in the event of litigation, venue shall lie in DuPage County, Illinois. R. All written reports, notices and other communications related to this AGREEMENT shall be in writing and shall be personally delivered, mailed via certified mail, overnight mail delivery, or electronic mail delivery to the following persons at the following addresses: To the ILLINOIS TOLLWAY To the COUNTY: To the VILLAGE: 18 The Illinois Toll Highway Authority 2700 Ogden Avenue Downers Grove, Illinois 60515 Attn: Chief Engineer The Du Page County Division of Transportation Jack T. Knuepfer Administration Building 421 North County Farm Road Wheaton, Illinois 60187 Attn: Director of Transportation/County Engineer The Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attn: Village Manager To the CITY: The City of Wood Dale 404 North Wood Dale Road Wood Dale, Illinois 60191 Attn: City Manager S. The PARTIES agree to maintain books and records related to the performance of this AGREEMENT and necessary to support amounts charged to the ILLINOIS TOLLWAY and/or the PARTIES under the AGREEMENT for a minimum of three (3) years from the last action on the AGREEMENT. The PARTIES further agree to cooperate fully with any audit and to make its books and records, and books and records within its custody or control available to the Illinois Attorney General, the Illinois Auditor General, the ILLINOIS TOLLWAY Inspector General, the ILLINOIS TOLLWAY Department of Internal Audit, the ILLINOIS TOLLWAY or any other governmental agency or agent thereof that is authorized to audit or inspect such books and records. T. The introductory recitals included at the beginning of this AGREEMENT are agreed to and incorporated into this AGREEMENT. IN WITNESS THEREOF, the PARTIES have executed this AGREEMENT on the dates indicated. THE VILLAGE OF ELK GROVE VILLAGE By: Craig B. Johnson Mayor Attest: Craig B. Johnson, Mayor Date: 10-27-15 THE CITY OF WOOD DALE By: Attest: Annunziato Pulice, Mayor Date: 19 (Please Print Name) Shirley J. Siebert, City Clerk THE COUNTY OF DUPAGE By: Attest: Daniel J. Cronin, Chairman Paul Hinds, County Clerk DuPage County Board Date: THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY By: Date: Greg M. Bedalov, Executive Director Date: Michael Colsch, Chief of Finance By: Date: David A. Goldberg, General Counsel Approved as to Form and Constitutionality Robert T. Lane, Senior Assistant Attorney General, State of Illinois JMR_IGA_DuPage Co_Elk Grove—Wood Dale_EGWA_Lively Blvd. & E -B Frontage Rd. Revised 101215 20 0 a = Q w a 5 a see ''-;AP g P+7 r K 9 >e w o a o o $7`. 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