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R-1290 - 08/27/2013 - PEDESTRIAN ACCESS - Resolutions RESOLUTION 2013-PED-ACCESS-AG-R-1290 A RESOLUTION APPROVING A PEDESTRIAN ACCESS AGREEMENT BY AND BETWEEN THE VILLAGE AND THE OAK BROOK CLUB WHEREAS, the Village desires to improve pedestrian and bicycle access to the Oakbrook Center and the hotels, offices, businesses, universities, and residential developments located adjacent to or near the Oakbrook Center (collectively, "Oakbrook Center Area Businesses") through implementation of 10 related infrastructure projects collectively known as the Pedestrian Access Project (collectively, "Project"); and WHEREAS, the Project will provide numerous benefits to the residents and businesses of the Village, including: (i) more convenient and safer walkways, crosswalks, and access for hotel patrons, office workers, visitors, shoppers, and other pedestrians; (ii) increased economic activity between the restaurants, retail stores, hotels, offices, and businesses within the Oakbrook Center area; and (iii) reduced vehicular traffic within the Oakbrook Center Area, on Route 83, 16th Street, Spring Road, and 22nd Street; and WHEREAS, as part of the Project, the Village and the Oak Brook Club desire for the Village to construct a crosswalk to traverse 16th Street in the vicinity of the main entrance to the Oak Brook Club ("Crosswalk"); and WHEREAS, to enable the Village to construct the Crosswalk, the Village and the Oak Brook Club desire to enter into the Pedestrian Access Improvement Agreement that is hereby attached as Exhibit A ("Agreement"), which Agreement provides, in part, for the granting of easements to the Village and sets forth a cost-sharing mechanism whereby the Oak Brook Club will share in some of the costs for the construction of the Crosswalk; and WHEREAS, the President and Board of Trustees have determined that it is in the best interest of the Village to enter into the Agreement; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Agreement. The President and Board of Trustees hereby approve the Pedestrian Access Agreement by and between the Village of Oak Brook and the Oak Brook Club in substantially the form attached to this Resolution as Exhibit A, and in a final form to be approved by the Village Manager and the Village Attorney. Section 3: Execution of Agreement. The Village President and the Village Clerk shall be, and are hereby, authorized to execute the approved final Agreement on behalf of the Village. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2013-PED-ACCESS-AG-R-1290 Pedestrian Access Agreement with the Oak Brook Club 2 of 3 APPROVED THIS 27th day of August, 2013 Gopal G. Lalmalani Village President PASSED THIS 27th day of August, 2013 Ayes: Trustees Adler, Baar, Manzo, Mov. Wolin, Yusuf Nays: None Absent: None ATTEST: n f A � Charlotte K. Pruss Village Clerk ®C"C'o UN #25558783_vl Resolution 2013-PED-ACCESS-AG-R-1290 Pedestrian Access Agreement with the Oak Brook Club 3 of 3 EXHIBIT A Agreement #25558783_vl PEDESTRIAN ACCESS IMPROVEMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND THE OAK BROOK CLUB THIS PEDESTRIAN ACCJS IMPROVEMENT AGREEMENT ("AGREEMENT') is made and entered into as of the day ofsr, 2013 ("Effective Date', and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village's, and THE OAK BROOK CLUB. IN CONSIDERATION OF, and in reliance upon, the recitals and the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Village and the Oak Brook Club mutually agree as follows: SECTION 1. RECITALS. A. The Village is an Illinois municipal corporation. B. The Oakbrook Center and adjacent hotels, offices, businesses, universities, and residential developments (collectively, "Oakbrook Center Area's are located within or adjacent to the Village. C. The Parties recognize that they will mutually benefit from infrastructure improvements to provide improved pedestrian access between the properties within the Oakbrook Center Area and the Oakbrook Center ("lmprovements'�. These benefits include, without limitation: 1. More convenient and safer walkways, crosswalks, and access for hotel patrons, office workers, visitors, and other pedestrians to the restaurants, stores, shops, offices and other destinations in the Oakbrook Center Area; 2. More convenient and safer walkways, crosswalks, and access for the employees of the nearby businesses, hotels, universities, and tenants of Oakbrook Center using public transportation to access their places of employment in the Oakbrook Center Area; 3. Increased economic activity between the restaurants, retail stores, hotels, offices, and businesses within the Oakbrook Center Area, benefitting each of their respective businesses and the general economic activity within the Village; and 4. Reduced vehicular traffic within the Oakbrook Center Area, on Route 83, 16th Street, Spring Road, and 22nd Street, thereby reducing traffic congestion and auto omissions. D. The Village has identified 10 projects ("Projects') that comprise the Improvements ("Pedestrian Access lnitiative'�, and at its sole expense, has obtained an initial feasibility study for the Pedestrian Access Initiative from Hitchcock Design Group. The Village, at its sole expense, also has retained Hitchcock Design Group to: (i) conduct engineering studies; (ii) provide preliminary designs; and (iii) provide cost estimates for the Projects in the Pedestrian Access Initiative. Each Project shall be subject to an agreement substantially the same as this Agreement. Draft 8/6/13 E. The Village and the Oak Brook Club have agreed to share the total costs of the construction and materials for Project B in the Pedestrian Access Initiative ("Total Costs') according to the following formula ("Total Cost Share'). The Oak Brook Club shall pay a not- to-exceed amount of 25 percent of estimated Total Costs as specifically set forth in this Agreement while the Village shall pay all remaining costs. F. This Agreement relates to Project B identified and detailed in Exhibit A attached hereto ("Subject Project', which is a Project included in the Pedestrian Access Initiative. H. The Parties acknowledge and agree that it is desirable and in the best interests of the Village and the Oak Brook Club to undertake the Subject Project as provided in this Agreement. SECTION 2. Obligations of the Parties. A. Village Obligations. The Village shall: 1. prepare the preliminary and final design, engineering and construction plans for the Subject Project, which plans shall be provided to the Oak Brook Club for review prior to the commencement of construction; 2. prepare and be responsible for any bidding documents and the bidding and contractor selection process for the Subject Project; 3. ensure consistency of construction and appearance, and achieve economies of scale and scope, by contracting with the suppliers of materials and contractors retained for the Subject Project. The Oak Brook Club acknowledges and agrees that the Village is required to abide by all applicable laws, statutes, regulations, ordinances, and policies that relate to the construction and location of the Subject Project or to entering into contracts for public improvements, materials, and other types of services ("Requirements of Law's. The Oak Brook Club shall not interfere with the Village's bidding and contracting process for the Subject Project. The Oak Brook Club further acknowledges and agrees that the Village shall have the sole right and responsibility to choose the contractors and suppliers for the Subject Project and to reject all or any bid that the Village receives relating to the Subject Project; 4. construct and install all infrastructure that is part of the Subject Project; 5. manage construction supervision of the Subject Project and require any contractors taking part in construction activities to list the "Oak Brook Club Community Area Trust' as an additional insured on any insurance policies required by the Village.; and 6. maintain and repair any portion of the Subject Project that is located on Village property or within Village rights-of-way, including, but not limited to, providing at the Village's expense, necessary electricity, maintenance of walkway lighting, snow and leaf removal, and landscaping. B. Oak Brook Club Obligations. With regard to the Oak brook Club: 1. The Oak Brook Club shall provide the Village, and the contractors retained by the Village, all necessary construction easements and rights-of-access necessary to design, construct, install, and, if necessary, repair the Improvements that are part of the Subject -2- Draft 8/6/13 Project and shall authorize the Village to record any such easements and rights-of-access against the applicable property; 2. The Oak Brook Club shall be responsible for maintaining and repairing those portions of the Subject Project that are constructed, installed, or located on its respective properties in a good and safe working condition, including, but not limited to, making all necessary repairs, providing electricity for all lighting fixtures and any other Improvement requiring electric power, providing snow and leaf removal, and landscaping. In the event that there is a failure to comply with these obligations, the Village and its contractors shall have the right, but not the obligation, to enter upon the respective property to conduct any necessary maintenance and repairs, and the responsible Party shall be required to reimburse the Village for its costs in undertaking the maintenance and repairs; and 3. The Oak Brook Club may provide landscaping, benches, kiosks, directional signage, and other amenities upon or adjacent to the Subject Project, subject to the Requirements of Law, including, but not limited to, all applicable zoning, building code, sign regulations, and permitting requirements. All directional signage shall be uniform and require written approval from the Village prior to installation. SECTION 3. Costs of the Subject Project. A. Village Oversight Costs. The Village shall be solely responsible for the following Subject Project Costs: (i) the initial feasibility study; (ii) all preliminary design and engineering work for the Subject Project; (iii) the final design and engineering work for the Subject Project; (iv) the construction and bidding documents for the Subject Project; (v) administering the bidding and award of contract process; and (vi) providing construction supervision (collectively, "Village Oversight Costs'. B. Sharing of Construction Costs. 1. The estimate of cost for the construction and materials for the Subject Project is $53,149, which are more fully detailed in Exhibit B attached to this Agreement ("Estimated Construction Costs'. The Parties acknowledge and agree that the actual cost of all construction and materials for the Subject Project ("Actual Construction Costs') may exceed the Estimated Construction Costs (Actual Construction Costs less the Estimated Construction Costs shall be "Excess Construction Costs'7. 2. Subject to Paragraphs 3 and 4 of this Subsection, the Parties shall each be responsible for paying the following Actual Construction Costs: Share of the Excess Not-to-Exceed amount: Share of Estimated Construction Costs: Construction Costs Oak Brook Club 0% $13,287 25% -3- Draft 8/6/13 Village 100% N.A. 75% 3. In the event that the Actual Construction Costs exceed the Estimated Construction Costs, then (i) the Oak Brook Club shall pay its respective Not-To-Exceed amount as set forth in paragraph 2 of this Subsection, and (ii) the Village shall pay, in addition to its respective percentage of the Estimated Construction Costs, its respective percentage of the Excess Construction Costs as set forth in Paragraph 2 of this Subsection. 4. In the event that the Actual Construction Costs are less than the Estimated Construction Costs, then the Parties shall each be responsible for paying a percentage of the Actual Construction Costs that equals their respective percentage of the Estimated Construction Costs as set forth in paragraph 2 of this Subsection. 5. Subject to completion of the Subject Project and the provision to the Oak Brook Club by the Village of a final accounting of the Actual Construction Costs, all payments owed by the Oak Brook Club pursuant to this Subsection shall be paid as a reimbursement to the Village on or before February 1, 2014. SECTION 4. Ownership of Improvements. A. Village Owned Improvements. The Village shall own and maintain all Improvements constructed or installed as part of the Subject Project on Village property or within Village rights-of-way. B. Oak Brook Club Owned Improvements. The Oak Brook Club shall own all Improvements constructed or installed as part of the Subject Project on its respective properties, regardless of whether the Improvements, or any part thereof, were paid for, maintained, or repaired, either in whole or in part, by the Village. SECTION 5. Subject Proiect Schedule. The Parties shall proceed with the Subject Project in general accordance with the following schedule: Preliminary Design and Engineering Plans NLT 07/23/2013 Final Design and Engineering Plans NLT 07%31%2013 Completion of Bidding Process NLT 08/16/2013 Award of Contracts NLT 09/06/2013 Begin Construction NLT 09/23/2013 Completion of Subject Project NLT 11/15/2013 Payment Due On or before 2/1/14 -4- Draft 8/6/13 SECTION 6. General Provisions. A. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) personally, (ii) by a reputable overnight courier, or (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section, each Party shall have the right to change the address or the addressee, or both, for all future notices and communications to the other Parties, but no notice of a change of addressee or address shall be effective until actually received. Notices and communications to the Village shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Attention: Village Manager Notices and communications to the Oak Brook Club shall be addressed to, and delivered at, the following address: The Oak Brook Club Community Area Trust Mark Burke, Property Manager 1 Oak Brook Club Drive Oak Brook, IL 60523 B. Time of the Essence. Time is of the essence in the performance of this Agreement. C. Waiver. The Parties shall be under no obligation to exercise any of the rights granted to them in this Agreement except as they shall determine to be in their best interests from time to time. The failure of a party to exercise at any time any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the party's right to enforce such rights or any other rights. D. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the internal laws, but not the conflicts of laws rules, of the State of Illinois. E. Provisions Severable. It is hereby expressed to be the intent of the Parties to this Agreement that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person, entity, or property shall not be impaired thereby, but the remaining -5- Draft 8/6/13 provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. F. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements and negotiations between the Parties, whether written or oral, relating to the subject matter of this Agreement. G. Interpretation. This Agreement shall be construed without regard to the identity of the party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all Parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. H. Amendments and Modifications. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved and executed by all Parties to this Agreement in accordance with all applicable statutory procedures. I. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any Person shall be made, or be valid, against the Village or the Oak Brook Club. J. Counterparts. This Agreement may be executed in counterparts, each of which, when executed, shall constitute an original document, which together shall constitute one and the same instrument. [SIGNATURE PAGE FOLLOWS] -6- Draft 8/6/13 IN WITNESS WHEREOF, the Village and the Oak Brook Club have executed this Agreement as of the Effective Date. ATTEST: VILLAGE OF OAK BROOK, an Illinois municipal corporation : B : B Y Y Village Clerk Village Manager ATTEST: THE OAK BROOK CLUB BY: CJ By: ffrey J. Ken d Title: _ Its: President -7- EXHIBIT A DESCRIPTION OF SUBJECT PROJECT Construction of crosswalk to traverse 1611 Street in the vicinity of the main entrance to the Oak Brook Club. Work to include: approach ramps/sidewalks, LED warning lights, stamped concrete crossing surface, pedestrian refuge area in median, and relocation of existing street light. EXHIBIT B ESTIMATED SUBJECT PROJECT COSTS Preliminary Budget Costs Date: Revised 05/2212013 Village of Oak Brook-Pedestrian Circulation RE: Improvements Project: 03-0745-012-01-02 Area B-Oak Brook Club Connection to Existing Bike Path Public Right-of- Oak Brook Club Public Right-of- Oak Brook Club Way Private Pro art Wa Private Pro rt Description Quantity Quantity Unit Unit Cost Ext Cost Ext Cost General Conditions Contractor General Conditions Allowance 1 OT LS as shown $ 3.750 $ -mobilization and general requirements -temporary facilities and environmental -traffic control and protection -construction layout ec on u o a: $ 3,750 $ Site Preparation and Removals landsca eremoval 11 01 LS $ 1,500 $ 1,500 $ earth excavation 15 0 CY $ 25 $ 375 $ relocate street sin 1 01 EA Is 250 $ 250 $ remove concrete curb 100 01 LF $ 10 $ 1,000 $ remove asphalt paving 1 401 ol SY Is 20 $ 800 $ Section Subtotal: $ 3,925 $ Storm Drainage and Utilities existin utilit adjustment allowance 1 11 01 LS I as shown Is 1,500 $ - Section Subtotal: $ 1,5001$ Curbs and Paving concrete sidewalk 365 0 SF $ 8 $ 2,920 $ curb rams(detectable warnings) 5 0 EA $ 750 $ 3,750 $ concrete curb and gutter 100 0 LF $ 25 $ 2,500 $ concrete barrier curb 100 0 LF $ 20 $ 2,000 $ asphalt paving-bike path 10 0 SY $ 25 $ 250 $ specialty avin crosswalk 350 0 SF $ 15 $ 5,250 $ avement markin ,6" 1 96 01 LF $ 4 $ 384 $ Section Subtotal:1$ 17,054 $ Landscape and Accessories turf restoration(sod) 1 151 ol SY $ 7 $ 105 $ topsoil 101 ol CY $ 30 $ 300 $ unit retaining wall 501 ol SF Is 50 $ 2,5001$ Section Subtotal: $ 2,9051$ Lighting and Signals relocate street light conduit and wiring 1 0 LS $ 2,500 $ 2,500 $ Electircal Service Connection/installation 1 0 LS $ 1,000 $ 1,000 $ RGSService CondudDS,1-114 100 0 LF $ 15 $ 1,500 $ Electrical Service Cable 2C#6 110 0 LF $ 4 $ 440 $ Controller Console 1 0 EA $ 4,000 $ 4,000 $ Pedestrian Signal Warning Unit 2 0 EA $ 4,000 $ 8,000 $ Conc.Foundation, 24'Dia. 12 0 LF $ 200 $ 2,400 $ Junction Box 2 0 EA $ 800 $ 1,600 $ RGS Conduit Pushed,2" 80 0 LF $ 15 $ 1,200 $ RGS Conduit Trenched,2" 15 0 LF $ 10 $ 150 $ PVC Conduit,1-114" 10 0 LF $ 7.50 $ 75 $ Electrical Cable 3C-#6 130 0 LF $ 5 $ 650 $ 5�piorltory Excavation 1 0 LS $ 500 $ 500 $ Section Subtotal:1$ 24,015 $ Base Project Construction Subtotal:l % 53,149 1$