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IGA Oakbrook Terrace & VOB -Share Costs for Traffic Signal at JRC Plaza/Shops of Oak Brook 09-28-2010 INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF OAK BROOK AND THE CITY OF OAKBROOK TERRACE PROVIDING FOR ALLOCATION OF COSTS RELATING TO A TRAFFIC SIGNALIZATION PROJECT This Agreement is made and entered into as of this _28_ day of September, 2010, between the Village of Oak Brook, an Illinois municipality ("Village") and the City of Oakbrook Terrace, an Illinois home rule municipality ("City") (collectively the "Parties"). WHEREAS, the Parties are units of local government and the Constitution of the State of Illinois, (Article VII, Section 10) authorizes units of local governments to contract or otherwise associate among themselves in any matter not prohibited by law or ordinance; and WHEREAS, Illinois Compiled Statutes, Chapter 5, Act 220, Section 1, et seq., entitled the "Intergovernmental Cooperation Act," provides that any power or powers, privileges or authority exercised or which may be exercised by a unit of local government may be exercised jointly with another unit of local government; and WHEREAS, the Village has entered into an intergovernmental agreement ("IGA") with the State of Illinois Department of Transportation ("IDOT") identified as IDOT Project Number ACM-1453(011) providing for the funding of certain roadway and traffic signalization improvements to 22nd Street; and WHEREAS, the IGA provides for the installation/improvement of the traffic signalization and roadway ("Traffic Signalization") at the intersection of 22nd Street with the drive for the shopping center commonly known as "JRC Plaza" to the north ("JRC") and the drive for The Shops of Oak Brook to the south (the "Shops"); and WHEREAS, IDOT has assessed a cost of$244,000.00 for the Traffic Signalization; and WHEREAS, pursuant to the IGA the Village is obligated to reimburse IDOT for the cost ti of the Traffic Signalization; and WHEREAS, the Parties acknowledge that the Project will serve the respective corporate purposes of the Parties and benefit the residents of the Village and the City by enhancing the 1 economic vitality of each and therefore, the cost of the Traffic Signalization shall be shared by the Village and the City pursuant to this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and between the Parties as follows: 1. The foregoing preambles are restated and incorporated herein by reference as though fully set forth herein. 2. The Village and the City agree that their shares ("Proportionate Share") of the cost of the Traffic Signalization shall be as follows. The Village shall be responsible for sixty- eight and fifty-two hundredths percent (68.52%) of the cost of the Traffic Signalization, or $167,189.67, and the City shall be responsible for thirty-one and forty-eight hundredths percent (31.48%) of the cost of the Traffic Signalization, or $76,810.33. In the event that there are any change orders that increase the Traffic Signalization costs, the amount of such change orders shall be shared based of the same Proportionate Share for each party; provided that the Village and the City acknowledge that the City is recovering or attempting to recover all or a part of its Proportionate Share of the costs of any such change orders from businesses located within its corporate boundaries that benefit from the Traffic Signalization, and the Parties agree that if the City is unable to recover all or any portion of its Proportionate Share from any business located in the City which has access to 22nd Street through the intersection improved with the Traffic Signalization, the City shall not be responsible to the Village or IDOT for any unpaid portion of its Proportionate Share of the costs for any such change orders, however the City shall still be responsible of its Proportionate Share of the initial cost of the Traffic Signalization ($76,810.33). 2 3. The Village shall invoice the City for its Proportionate Share upon receipt of an invoice from IDOT. The City shall pay its Proportionate Share to the Village within 90 days of the date of the invoice issued by the Village to the City. 4. The City understands and acknowledges that none of the work being performed in connection with the Traffic Signalization is being performed by or at the direction of the Village and that the Village makes no warranty, express or implied, as to the design or functionality of the Traffic Signalization. 5. Neither the Village nor the City currently has any responsibility for the cost of the electricity used to operate the Traffic Signalization on the north side of 22nd Street or for the cost of maintaining such Signalization, and nothing in this Agreement will be deemed to impose any such responsibilities on the Village or the City. 6. The Village and the City acknowledge that each is recovering or attempting to recover all or a part of its respective Proportionate Share of the costs for the Traffic Signalization from businesses located within their respective corporate boundaries that benefit from the Traffic Signalization. The Parties agree that if the City is unable to recover all or any portion of its Proportionate Share of such costs from any business located in the City which has access to 22nd Street through the intersection improved with Traffic Signalization, the City shall have the right and sole discretion to request that the Village ask IDOT to deactivate that portion of the Traffic Signalization that serves any portion of the intersection serving businesses on the north side of 22nd Street, and to take such action as is necessary to provide only right-in, right- out access to 22nd Street at such portion of the intersection. 7. This Agreement shall not be assigned by either Party without the express written consent of the other Party, which consent may be withheld in the sole discretion of the other Party. 8. This Agreement may not be amended except pursuant to a written instrument 3 signed by the Parties. 9. If any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect to the extent permitted by law. 10. This Agreement is binding upon the successors and assigns of the Parties. 11. The waiver by either Party of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement. 12. This Agreement contains the entire understanding between the Parties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the Parties relating to the subject matter of this Agreement except those fully expressed herein. 13. This Agreement creates no rights, title or interest in any person or entity whatsoever (whether under a third party beneficiary thereof or otherwise) other than the Parties or their permitted successors or assigns. 14. This Agreement may be executed in counterparts. Facsimile signatures shall be sufficient. 15. Under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture or employment between the Parties. The Parties shall each be solely responsible for the conduct or their respective officers, employees and agents in connection with the performance of their obligations under this Agreement. 16. Each of the Parties to this Agreement represents and warrants that it has the full right, power, legal capacity and authority to enter into and perform its respective obligations hereunder and that such obligations shall be binding upon such Party without the requirement of 4 the approval or consent of any other person or entity in connection herewith. 17. Litigation/Venue. All disputes between the Village and the City shall, at the election of either Party, be the subject of a civil suit. Venue for any such suit shall be in the Circuit Court for the Eighteenth Judicial Circuit, DuPage County, Illinois. Village of Oak Broo City of Oakbrook Terrace By: By: s Pr ent John W. Craig Mayor ntho y Ragucci 5 ITEM 10.11.2) vGE 0 Oqt49 90 0 v v� v F CO U NSV,\v AGENDA ITEM Regular Board of Trustees Meeting of September 28, 2010 SUBJECT: Intergovernmental Agreement with Oakbrook Terrace to Share Costs for the Traffic Signal at Shops of Oak Brook/JRC Plaza FROM: David Niemeyer, Village Manager BUDGET SOURCE/BUDGET IMPACT: Infrastructure Fund RECOMMENDATION: Motion to approve the intergovernmental cost sharing agreement between the Village of Oak Brook and City of Oakbrook Terrace for a new traffic signal located at the Shops of Oak Brook/JRC Plaza. Background/History: Attached is an intergovernmental agreement with Oakbrook Terrace to share the cost for the new traffic signal at the Shops of Oak Brook/JRC Plaza that will replace the current signal as part of the 22nd St. widening. The current IDOT estimate for the signal is $244,000, which includes the cost of constructing the new traffic signal and related engineering costs. As you know, at the last meeting the Board approved an agreement with the Shops of Oak Brook where they agreed to contribute $170,000 towards the signal cost. President Craig and I have met with City of Oakbrook Terrace and the property owner to get them to contribute to the project and I am pleased to report that the City of Oakbrook Terrace has signed an agreement with JRC Plaza to pick up the remainder of the cost in the amount of$76,810.33. This cost sharing formula is based on the amount of sales tax each center generated in 2008, which means Oak Brook pays for approximately 68% of the signal and Oakbrook Terrace approximately 32%. If the IDOT estimates do not change, the Village will not have to contribute anything towards this signal since the Shops of Oak Brook contribution would cover the Village's entire share of the project. The City of Oakbrook Terrace is also scheduled to approve this agreement at their September 28d' city council meeting. Recommendation: That the Village Board approves the intergovernmental cost sharing agreement with the City of Oakbrook Terrace for a traffic signal on 22nd Street at the Shops of Oak Brook/JRC Plaza. Last saved by DEFAULT J:\Agenda Items\AG-IGA-OBT-@2nd St Signl-9-28-10.doc