R-1911 - 10/27/2020 - IGA AGREEMENT - Resolutions ITEM 6.C.4
BOARD OF TRUSTEES MEETING
VILLAGE OF SAMUEL E. DEAN BOARD ROOM
OAK B R- , K BUTLER GOVERNMENT CENTER
4t 1200 OAK BROOK ROAD
OAK BROOK, ILLINOIS
630-368-5000
AGENDA ITEM
Regular Board of Trustees Meeting
of
October 27, 2020
SUBJECT: Award of Contract — Intergovernmental Agreement between the Illinois
State Toll Highway Authority and the Village of Oak Brook.
FROM: Doug Patchin, Director of Public Works aP
BUDGET SOURCE/BUDGET IMPACT: $1,982,121 (Roadway Improvements
Infrastructure Funds 4461-90700)
This is a three (3) year multiyear IGA, the annual expense is as follows:
$693,743 = 35%2021 due upon Notice to Proceed.
$693,743 = 35%2022 due upon substantial completion of construction.
$594,635=30%2023 due one(1)year after substantial completion of construction.
RECOMMENDED MOTION: I move that the Village Board approve a three(3) year
Intergovernmental Agreement (IGA)between the Illinois State Toll Highway Authority
and the Village of Oak Brook, for the Reconstruction of the Windsor Drive Bridge
Structure and Bridge Deck(number 299) over the ramps connecting I-88 and I-294,
and approve Resolution R-1911.
Background/History: For years, the Village has been looking at options to improve the
traffic flow in and out of the North Windsor Drive Commercial Corridor. In 2016, Village
staff met with Tollway representatives to discuss the Tollway's capital program Move
Illinois, the reconstruction of the Central Tri-State Tollway. As part of that discussion, the
Tollway asked about any improvements the Village would like to see along the Tollway
corridor in Oak Brook. We discussed the possibility of additional access ramps onto I-294
and the reconstruction and widening of the Windsor Drive Bridge, much like their
reconstruction of the York Road Bridge over I-88. The Village requested that the Tollway
expand the width of the bridge to accommodate a proposed Windsor Drive widening and
beautification project.
BOT AGENDA Page I
IFG
The estimated cost to the Village for the core construction work to widen the bridge is
$1,283,392; and the estimated cost for the Village Improvements are shown below.
1. $26,250 for contractor's quality program cost.
2. $65,483 for 5%construction cost contingency.
3. $399,478 for design engineering cost.
4. $207,518 for construction engineering cost.
For a total estimated cost of$1,982,121.
This bridge is scheduled for total reconstruction in 2021.
Recommendation
That the Village Board approve a three(3) year Intergovernmental Agreement(IGA)
between the Illinois State Toll Highway Authority and the Village of Oak Brook, for the
Reconstruction of the Windsor Drive Bridge Structure and Bridge Deck(number 299)over
the ramps connecting I-88 and 1-294, and approve Resolution R-1911.
BOT AGENDA Page 2
THE VILLAGE OF OAK BROOK
COOK AND DUPAGE COUNTIES, ILLINOIS
RESOLUTION
2020-PW-IGA-ISTHA-R-1911
A RESOLUTION
APPROVING AND AUTHORIZING
THE EXECUTION OF AN
INTERGOVERNMENTAL AGREEMENT
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY
GOPAL G. LALMALANI, Village President
CHARLOTTE K. PRUSS, Village Clerk
JOHN BAAR
PHILIP CUEVAS
MICHAEL MANZO
MOIN SAWED
EDWARD TIESENGA
ASIF YUSUF
Village Board
Published in pamphlet form by authority of the
President and the Board of Trustees of the Village of Oak Brook
on this the 27th day of October, 2020
RESOLUTION NO.2020-PW-IGA-ISTHA-R-1911
A RESOLUTION
APPROVING AND AUTHORIZING
THE EXECUTION OF AN
INTERGOVERNMENTALAGREEMENT
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY
WHEREAS,the Village of Oak Brook is a municipal corporation with authority provided for
and granted pursuant to the Illinois Municipal Code to exercise certain powers and perform certain
functions pertaining to its local government and affairs;
WHEREAS,the Village of Oak Brook(hereinafter referred to as"Village")upon approval
of the corporate authorities may enter into an Agreement with another party pursuant to Illinois
Statute;
WHEREAS,Article VII,Section 10 of the Illinois Constitution of 1970 authorizes units of
local government,including municipalities,to contract to exercise,combine or transfer any power
or function not prohibited to them by law or ordinance;
WHEREAS,the Intergovernmental Corporation Act(5 ILCS 220/1 et seq.)authorizes units
of local government to exercise jointly with any public agency of the State,including other units
of local government,any power,privilege or authority which may be exercised by a unit of local
government individually,and to enter into contracts for the performance of governmental services,
activities and undertakings;
WHEREAS,the"Intergovernmental Cooperation Act,5 ILCS 220/1 et seq.,provides that
any power or powers, privileges or authority exercised or which may be exercised by a unit of
local government may be exercised and enjoyed jointly with any other unit of local government;
WHEREAS,Section 5 of the"Intergovernmental Cooperation Act',5 ILCS 220/5,provides
that any one or more public agencies may contract with any one or more public agencies to
perform any governmental service, activity or undertaking which any of the public agencies
entering into the contract is authorized by law to perform, provided that such contract shall be
authorized by the governing body of each party to the contract;
WHEREAS,the parties hereto are units of local government as defined by the Constitution
of the State of Illinois,1970,Article VII,Section 10,and the Intergovernmental Cooperation Act;
WHEREAS,the Illinois State Tool Highway Authority(hereinafter referred to as the"Illinois
Tollway") in order to facilitate the free flow of traffic and ensure safety to the motoring public,
intends to replace existing bridge number 299,Windsor Drive over ramps connecting 1-88 and 1-
294(1-88 Mile Post 138.45),(hereinafter sometimes referred to as"Toll Highway"),including but
not limited to Illinois Tollway Construction Contract#RR-18-4352,(hereinafter referred to as the
"Project'),by making the following improvements:
Replacement of the Windsor Drive bridge as it currently exists over the Toll Highway;
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WHEREAS, the Illinois Tollway and the Village desire to determine and establish their
respective responsibilities toward engineering, right-of-way acquisition, utility relocation,
construction,funding and maintenance of the Project;
WHEREAS,the Corporate Authorities of the Village of Oak Brook have determined that it
is in the best interests of the public safety and welfare of the residents of the Village of Oak Brook
to enter into an Intergovernmental Agreement with The Illinois State Toll Highway Authority for
the purposes set forth herein.
NOW,THEREFORE,BE IT RESOLVED by the Village President and Board of Trustees
of the Village of Oak Brook,Cook and DuPage Counties,Illinois as follows:
Section One—Recitals
The Corporate Authorities hereby find that all of the recitals hereinbefore stated as
contained in the preamble to the resolution are full,true and correct and do hereby,by reference,
incorporate and make them part of this resolution as legislative findings.
Section Two—Approval of the Intergovernmental Agreement
The Village hereby approves the Intergovernmental Agreement(hereinafter referred to as
the"Agreement')substantially in the form attached hereto and made a part hereof as Exhibit A
and directs the Village Manager to negotiate final terms, if any,with the advice of the Village
Attorney.
Section Three—Authorization and Direction
The Village President is hereby authorized to execute, and the Village Clerk is hereby
authorized to attest the Agreement,substantially in the form of such intergovernmental agreement
attached hereto as Exhibit A,with such changes therein as shall be approved by the Village
Attorney and the officials of the Village executing the same,their execution thereof to constitute
exclusive evidence of their approval to any and all changes or revisions therein from and after the
execution and delivery of such Agreement.
Section Four-Other Actions Authorized
The officers,employees and/or agents of the Village shall take all actions necessary or
reasonably required to carry out and give effect to the intent of this resolution and otherwise to
consummate the transactions contemplated herein, and shall take all actions necessary in
conformity therewith including, without limitation, the execution and delivery of all documents
required to be delivered in connection with the transaction contemplated herein.
Section Five-Authorization of Expenditures
The Corporate Authorities hereby authorize and direct the expenditure of all costs related
to the execution of the Intergovernmental Agreement,additionally,the Village is authorized and
directed to allocate and spend all necessary funds to fulfill the requirements of the
Intergovernmental Agreement and of this resolution.
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Section Six-Acts of Village Officials
That all past,present and future acts and doings of the officials of the Village that are in
conformity with the purpose and intent of this resolution are hereby, in all respects, ratified,
approved,authorized and confirmed.
Section Seven—Conflict Clause
All resolutions,parts of resolutions or board actions in conflict herewith are hereby repealed
to the extent of such conflict.
Section Eight—Saving Clause
If any section,paragraph,clause or provision of this resolution is declared by a court of
law to be invalid or unconstitutional,the invalidity or unconstitutionality thereof shall not affect the
validity of any other provisions of this resolution,which are hereby declared to be separable.
Section Nine—Effective Date
This resolution shall be in full force and effect from and after its passage, approval and
publication as provided by law.
Section Ten-Publication
This resolution shall be published in book or pamphlet form as provided by the Illinois
Municipal Code.
Section Eleven—Recording
This resolution shall be entered into the minutes and upon the journals of the Board of
Trustees of the Village of Oak Brook.
I / /
I / /
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PASSED THIS 27th day of October,2020.
Ayes: Trustees Baar,Cuevas,Manzo,Saiyed,Tiesenga,Yusuf
Nays: None
Absent: None
APPROVED THIS 27th day of October,2020.
Gopal G.Lalmalani
Village President
ATTEST:
4'&W-ek d"
Charlotte K.Pruss
Village Clerk
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Exhibit A
Intergovernmental Agreement
6
REVIEW OF CONMCrS
Awarding Agency: Type of Contract:
1 rz1+
Department; Program/Account N r:
Aw rded Contract Price: Budgteted Amount:
Under 121,00 O :500,001•;1,000,000
00,0 ;500,000❑
�j Over;1,000,000
nt At V11 10 , c-4
''may cbv a L3 n d C,--W N 1 ve 76 1 dL, Sff C44L re.
Name:
Date: j c
Name: Date:)o Iq D
Name: C Date: 10-19-20
Name:
Date:l 0611 too>
[] Three(3)Originals signed by other party Date/initials
❑ Original provided to staff member for other party Date/Initials
❑ Original provided to Official Filest
Date/Initials
Village of Oak Brook I Approved by Board of Trustees Date/Initials:
INTERGOVERNMENTAL AGREEMENT BETWEEN
THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY AND
THE VILLAGE OF OAK BROOK
This INTERGOVERNMENTAL AGREEMENT ("AGREEMENT"), effective
upon the last dated signature below, by and between THE ILLINOIS STATE TOLL
HIGHWAY AUTHORITY, an instrumentality and administrative agency of the State of
Illinois ("ILLINOIS TOLLWAY"), and THE VILLAGE OF OAK BROOK, a municipal
corporation of the State of Illinois ("VILLAGE"), individually referred to as "PARTY,"
and collectively referred to as "PARTIES".
RECITALS:
WHEREAS, the ILLINOIS TOLLWAY, in order to facilitate the free flow of
traffic and ensure safety to the motoring public, intends to replace existing bridge number
299, Windsor Drive over ramps connecting I-88 and I-294 (I-88 Mile Post 138.45)
(sometimes referred to as "Toll Highway"), including but not limited to ILLINOIS
TOLLWAY Construction Contract#RR-18-4352("PROJECT"),by making the following
improvements:
Replacement of the Windsor Drive bridge as it currently exists over the Toll
Highway.
WHEREAS, the VILLAGE has requested that the ILLINOIS TOLLWAY include
in its PROJECT the widening of Windsor Drive over the Toll Highway from two (2) lanes
to four (4) lanes, the addition of a raised median, and lengthening of the bridge to
accommodate potential future improvements, referred to as "VILLAGE
IMPROVEMENTS," subject to reimbursement by the VILLAGE to the ILLINOIS
TOLLWAY (hereinafter, unless identified otherwise, "PROJECT" includes both the
PROJECT and the VILLAGE IMPROVEMENTS);
WHEREAS, by this AGREEMENT, the ILLINOIS TOLLWAY and the
VILLAGE 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, including the VILLAGE IMPROVEMENTS;
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;
WHEREAS, the VILLAGE, by virtue of its powers as set forth in the Illinois
Municipal Code, 65 ILCS 5/1-1-1, et seq., is authorized to enter into this AGREEMENT;
and
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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 foregoing and the mutual covenants
contained, the PARTIES agree as follows:
I. ENGINEERING
A. 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 as
stipulated. The limits of ILLINOIS TOLLWAY work will terminate at a point
where the proposed Windsor Drive profile matches existing grade and the widened
roadway section tapers to meet the existing conditions. During the design and
preparation of the plans and specifications,the ILLINOIS TOLLWAY shall submit
the plans and specifications to the VILLAGE for its review and comment at the
following stages of plan preparation:
30% Complete
60%Complete(preliminary)
90%Complete(pre-final)
Final
B. The final approved plans and specifications for the PROJECT, which will be
prepared by The Upchurch Group, Inc., shall be promptly delivered to the
VILLAGE by the ILLINOIS TOLLWAY. Said plans,by reference herein,become
a part hereof.
C. The VILLAGE shall review the PROJECT plans and specifications which impact
the VILLAGE's local road or the VILLAGE IMPROVEMENTS within fifteen(15)
calendar days of receipt thereof. If the ILLINOIS TOLLWAY does not receive
comments or objections from the VILLAGE within this time period, the lack of
response shall be deemed approval by the VILLAGE of the plans and
specifications. Approval by the VILLAGE shall mean the VILLAGE agrees with
all specifications in the plans, including alignment and location of the PROJECT
improvements which impact the VILLAGE's local road or the VILLAGE
IMPROVEMENTS. In the event of disapproval, the VILLAGE will detail in
writing its objections to the proposed plans and specifications for review and
consideration by the ILLINOIS TOLLWAY.
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D. The PARTIES shall work cooperatively to address and resolve any review
comments and/or objections. Any dispute concerning the plans and specifications
shall be resolved in accordance with Section IX.E. of this AGREEMENT.
E. The ILLINOIS TOLLWAY agrees to assume overall PROJECT responsibility,
including assuring that all permits and approvals (including U.S. Army Corps of
Engineers, Illinois Department of Natural Resources, Metropolitan Water
Reclamation District of Greater Chicago, Kane-DuPage Soil and Water
Conservation District, Du Page County, including but not limited to Department of
Environmental Concerns and Division of Highways, Illinois Environmental
Protection Agency, etc.) and joint participation and/or force account agreements as
may be required by the PROJECT are secured by the PARTIES in support of
general PROJECT schedules and deadlines. The PARTIES 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.
F. In conjunction with the PROJECT, upon review and satisfaction of federal, state
and local statutes,rules, regulations and ordinances,the VILLAGE shall,upon full
execution of this AGREEMENT, grant and consent to any and all permits, rights
of access(ingress and egress),temporary use of its property and right-of-way to the
ILLINOIS TOLLWAY, at no cost to the ILLINOIS TOLLWAY, for the purpose
of construction of the PROJECT.
II. RIGHT OF WAY
No transfer of property interests between the PARTIES is required for this
PROJECT,nor is the transfer of any interest in land deemed necessary for the future
maintenance and operation of their respective facilities. Therefore,it is understood
by the PARTIES that there will be no exchange of any property interests pursuant
to this AGREEMENT.
III. UTILITY RELOCATION
A. The ILLINOIS TOLLWAY agrees to provide the VILLAGE, as soon as they are
identified, the locations (existing and proposed) of public and/or private utility
facilities within existing VILLAGE rights-of-way that require adjustment or
relocation as part of the PROJECT. As part of its PROJECT engineering
responsibilities, the ILLINOIS TOLLWAY shall identify adjustments to or
relocations of the aforementioned existing utilities.
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B. The ILLINOIS TOLLWAY agrees to make all reasonable efforts to minimize the
number of utility adjustments or relocations in the design of PROJECT
improvements.
C. At all locations where utilities are located on VILLAGE rights-of-way that must be
adjusted or relocated due to PROJECT work proposed by the ILLINOIS
TOLLWAY, the VILLAGE agrees to cooperate with the ILLINOIS TOLLWAY
in making arrangements with the applicable utility and agrees to issue all permits
for the requisite adjustment(s) at no cost to the ILLINOIS TOLLWAY.
IV. CONSTRUCTION
A. The ILLINOIS TOLLWAY shall advertise and receive bids, provide construction
engineering inspections and cause the PROJECT to be constructed in accordance
with the PROJECT plans and specifications.
B. The ILLINOIS TOLLWAY shall require its contractors working on or within the
VILLAGE's right-of-way (as "right-of-way" is defined by the Illinois Highway
Code)to indemnify the VILLAGE in compliance with Article 107.26 of the Illinois
Tollway Supplemental Specifications.
C. The ILLINOIS TOLLWAY shall require that its contractor(s) and subcontractors
to agree not to discriminate on the basis of race, color, national origin or sex in the
performance of PROJECT or PROJECT-related contracts.
D. The ILLINOIS TOLLWAY shall require that the VILLAGE, its agents, officers
and employees be included as additional named insureds on the General Liability
insurance the ILLINOIS TOLLWAY requires of its contractor(s).
E. After award of the construction contract(s), any proposed deviation from the
PROJECT plans and specifications that affect the VILLAGE shall be submitted to
the VILLAGE for approval prior to commencing work on such proposed deviation.
The VILLAGE shall review the proposed deviation and indicate approval or
disapproval thereof in writing. If the proposed deviation to the plans and
specifications is not acceptable, the VILLAGE shall detail in writing its specific
objections. If the ILLINOIS TOLLWAY receives no written response from the
VILLAGE within fifteen(15) calendar days after delivery to the VILLAGE of the
proposed deviation, the proposed deviation shall be deemed approved by the
VILLAGE.
F. After award of the construction contract(s), assuming there are no proposed
deviations from the PROJECT plans and specifications that affect the VILLAGE,
the ILLINOIS TOLLWAY shall provide no less than five(5)calendar days written
notice to the VILLAGE prior to commencement of work on the PROJECT.
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G. The VILLAGE and its 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 VILLAGE's local roads or the VILLAGE
IMPROVEMENTS. The VILLAGE shall assign personnel to perform inspections
on behalf of the VILLAGE of all work included in the PROJECT that affects the
VILLAGE's local roads or the VILLAGE IMPROVEMENTS and will deliver
written notices to the Chief Engineering Officer of the ILLINOIS TOLLWAY
advising the ILLINOIS TOLLWAY as to the identity of the individual(s) assigned
to perform said inspections.
H. Notices required to be delivered by either PARTY pursuant to this AGREEMENT
shall be delivered as indicated in Section IX of this AGREEMENT.
I. The ILLINOIS TOLLWAY shall give notice to the VILLAGE upon completion of
70% and 100% of all PROJECT construction contracts for PROJECT
improvements to be subsequently maintained by the VILLAGE,and the VILLAGE
shall make an inspection thereof not later than fourteen (14) calendar days after
notice thereof. If the VILLAGE does not perform a final inspection within fourteen
(14) calendar days after receiving notice of completion of 100% of all PROJECT
construction contracts and no other inspection arrangements are agreed to by the
PARTIES, the PROJECT shall be deemed accepted by the VILLAGE. At the
request of the VILLAGE, the ILLINOIS TOLLWAY's representative shall join in
on inspection(s). In the event said inspections disclose work that does not conform
to the approved final plans and specifications,the VILLAGE'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 Engineering Officer of the ILLINOIS
TOLLWAY. Deficiencies thus identified shall be subject to joint re-inspection
upon completion of any necessary corrective work. Joint re-inspections shall be
performed within seven(7)calendar days after the VILLAGE receives notice from
the ILLINOIS TOLLWAY that noted deficiencies have been remedied.
J. The ILLINOIS TOLLWAY shall have the right,in its sole judgment and discretion,
to cancel or alter any or all portions of PROJECT work due to circumstances either
known or unknown at the time of bidding or arising after the contract(s)are entered
into in accordance with the Canceled Items Provision 109.06 included in the most
current version of the ILLINOIS TOLLWAY Supplemental Specifications to the
Illinois Department of Transportation Standard Specifications for Road and Bridge
Construction. Upon any such cancellation, the VILLAGE shall have no obligation
to pay any cost or expense for any cancelled work. The VILLAGE shall otherwise
be obligated to pay its share of the actual cost and expense of any such altered
portion of the PROJECT work that is to be subsequently maintained the VILLAGE.
K. The ILLINOIS TOLLWAY shall require all PROJECT construction work
performed on or within the VILLAGE's right-of-way to conform to the then current
edition of IDOT's Standard Specifications, Supplemental Specifications,Recurring
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Special Provisions as well as the VILLAGE's standard drawings and special
provisions included in the PROJECT.
V. FINANCIAL
A. The ILLINOIS TOLLWAY agrees to pay all PROJECT related engineering,
construction engineering and construction costs, subject to reimbursement by the
VILLAGE as stipulated.
B. The VILLAGE or the ILLINOIS TOLLWAY 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 individual
part of the PROJECT. The PARTY requesting or causing said supplemental work
or more costly substitute work shall pay for all cost increases relating to said work.
C. As identified in attached "Exhibit A," it is mutually agreed by the PARTIES that
the estimated cost to the VILLAGE for core construction work for the VILLAGE
IMPROVEMENTS(rounded to the nearest dollar)is$1,283,392.00.The estimated
related costs to the VILLAGE for VILLAGE IMPROVEMENTS work as shown
is:
1. $26,250.00 for contractor's quality program costs; and,
2. $65,483.00 for 5% construction cost contingency; and,
3. $399,478.00 for design engineering costs; and,
4. $207,518.00 for construction engineering costs; and,
for a total estimated cost of$1,982.121.00
D. It is further agreed that notwithstanding the estimated cost, the VILLAGE shall be
responsible for the actual costs associated with the requested work described in the
Recitals section of this AGREEMENT.
E. The PARTIES agree to the following payment terms: 35% due upon Notice to
Proceed, 35% due upon substantial completion of construction, and the remainder,
based on final actual costs, due one (1) year after substantial completion of
construction.
VI. MAINTENANCE—DEFINITIONS
For purposes of this AGREEMENT:
A. The term "local" means the VILLAGE.
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B. The term "local road"refers to any highway, road or street under the jurisdiction of
the VILLAGE.
C. 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, bridge deck beams, bridge deck (except
wearing surface), 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, 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.
D. The term "drainage facilities" refers to both open and enclosed systems. The term
"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 the other concerning a matter covered by this
AGREEMENT for which the PARTY transmitting the communication produces
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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 terms "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 the other PARTY to this
AGREEMENT is notified of such arrangement. However, in no case shall the
PARTY 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 other PARTY of a proposed action with reasonable time for that
PARTY to respond. Notwithstanding the foregoing, 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, the ILLINOIS TOLLWAY may proceed with the
proposed action if deemed necessary by the Chief Engineering Officer.
H. The term "approve" refers to the duty of a PARTY not only to consult with the
other PARTY but also to provide consent for the proposed action when appropriate
and to retain a record which documents its consent.
I. 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. The PARTIES generally agree that there are three types of bridge structures that
intersect ILLINOIS TOLLWAY rights of way. These bridge types are:
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.
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 the Toll Highway within the limits
of this PROJECT in its entirety and its portion of the bridge improvements as
indicated below.
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B. The VILLAGE shall continue its maintenance of the right-of-way of Windsor
Drive.
C. The bridge improvements being constructed as part of the PROJECT under this
AGREEMENT are of the following types (as previously described in Section VI,
Paragraph J above) and involve the following highways:
Type of Bridge Structure Affected Highway
Type 2 Windsor Drive
1. The VILLAGE has all maintenance responsibility as to the following:
i. All existing VILLAGE local roads and approaches to Windsor Drive,
including but not limited to pavement,curb and gutter,shoulders,guardrail,
approach embankments outside access control fences, and bituminous
repair of approach slabs.
ii. The following portions of the Windsor Drive Bridge:
a. The wearing surface;
b. The deck below the wearing surface and above the structural
beams;
C. Expansion joints at approach roadway, sidewalks and raised
median;
d. Parapet walls, railings and architectural metal lettering on the outer
parapet walls;
e. Guardrail;
f. Drainage facilities above structural beams and girders and all
drainage facilities carrying exclusively VILLAGE drainage;
g. All lighting except underpass;
h. All VILLAGE signs and pavement markings; and
i. Ice and snow removal, which shall be accomplished in such a
manner as to not block or obstruct the Toll Highway below.
2. The ILLINOIS TOLLWAY has all maintenance responsibility for all portions of
the Windsor Drive Bridge not otherwise maintained by the VILLAGE as set
forth above, including but not limited to the following:
i. All parts of the grade separation structure, including but not limited to
bearings,beams, girders, slope walls, abutments, wingwalls and piers;
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ii. All fences along ILLINOIS TOLLWAY routes, except overpass fencing
installed to separate pedestrians, bicycles and non-vehicular traffic from
highway traffic;
iii. All bridge deck downspouts, from a clean-out installed directly below the
scuppers to the outfall;
iv. All remaining drainage facilities installed for the purpose of carrying
exclusively Toll Highway drainage; and
V. Any underpass lighting.
E. The PARTIES agree that the ILLINOIS TOLLWAY reserves the exclusive right to
review and approve the following:
1. Any and all signage affixed to the grade separation structure or placed on
ILLINOIS TOLLWAY right-of-way.
2. The permitting of any and all loads traversing a grade separation structure
over the ILLINOIS TOLLWAY issued in accordance with 92 Illinois
Administration Code 554, Subchapter f, Subpart F, Section 554.605
(Superload Moves).
3. Any VILLAGE highway intersection modifications that lead to ILLINOIS
TOLLWAY owned facilities.
F. The PARTIES agree that each PARTY shall perform such regular inspections,
surveys and reviews as are reasonably necessary to fulfill their respective
obligations under this AGREEMENT.
VIII. ADDITIONAL MAINTENANCE PROVISIONS
A. During construction, the VILLAGE shall continue to maintain all portions of the
PROJECT within the VILLAGE's right-of-way that are not to be improved or
maintained by the ILLINOIS TOLLWAY's construction contractor(s) pursuant to
the PROJECT's approved plans and specifications,and the ILLINOIS TOLLWAY
shall continue to maintain all portions of the Toll Highway that are not required to
be maintained by their construction contractor(s).
B. All items of PROJECT construction which are stipulated in this AGREEMENT to
be maintained by the VILLAGE shall, upon completion of construction and final
inspection, be the sole maintenance responsibility of the VILLAGE. All items of
PROJECT construction which are stipulated in this AGREEMENT to be
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maintained by the ILLINOIS TOLLWAY shall, upon completion of construction,
be the sole maintenance responsibility of the ILLINOIS TOLLWAY.
C. Nothing is intended to prevent or preclude the VILLAGE and the ILLINOIS
TOLLWAY from entering into reciprocal agreements in the future.
IX. GENERAL PROVISIONS
A. It is understood and agreed by the PARTIES that the ILLINOIS TOLLWAY shall
have jurisdiction of the ramps connecting I-88 and I-294. The VILLAGE shall
retain jurisdiction of Windsor Drive traversed or affected by the Toll Highway
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.
B. Wherever in this AGREEMENT approval or review by the VILLAGE or the
ILLINOIS TOLLWAY is provided for, said approval or review shall not be
unreasonably delayed or withheld.
C. In a timely manner following execution of this AGREEMENT, each PARTY shall
designate in writing a representative who shall serve as the full 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.
D. In the event of a dispute between the VILLAGE and the ILLINOIS TOLLWAY
regarding the plans and specifications for the PROJECT, the construction of the
PROJECT and/or in the carrying out of the terms of this AGREEMENT, the Chief
Engineering Officer of the ILLINOIS TOLLWAY and the VILLAGE's Village
Engineer shall meet to resolve the issue. In the event they cannot mutually agree
on the resolution of a dispute concerning the same as it relates to any issues
involving the ILLINOIS TOLLWAY right-of-way or the maintenance
responsibilities of the ILLINOIS TOLLWAY hereunder, the decision of the Chief
Engineering Officer of the ILLINOIS TOLLWAY shall be final. In the event that
the Chief Engineering Officer of the ILLINOIS TOLLWAY and the VILLAGE's
Village Engineer cannot mutually agree on a resolution of any dispute concerning
the same as it relates to issues on or solely involving VILLAGE right-of-way, the
decision of the VILLAGE's Village Engineer shall be final.
E. The ILLINOIS TOLLWAY agrees that in the event any PROJECT work is
performed by other than ILLINOIS TOLLWAY employees, the provisions of"An
Act Regulating Wages of Laborers, Mechanics and other Workers Employed in
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Public Works by the State, a County or any Political Subdivision or by Anyone
Under Contract for Public Works" (820 ILCS 130/1) shall apply to the PROJECT.
F. The ILLINOIS TOLLWAY agrees to comply with all applicable Executive Orders
and Federal Highway Acts pursuant to the Equal Employment Opportunity and
Non-discrimination regulations required by the U.S. Department of Transportation.
G. This AGREEMENT may be executed using electronic signatures and in two(2) or
more counterparts,each of which shall be deemed an original and all of which shall
be deemed one and the same instrument.
H. The VILLAGE certifies that its correct Federal Tax Identification number is 36-
6009534, and it is doing business as a governmental entity whose mailing address,
for purposes of this AGREEMENT,is: The Village of Oak Brook, 1200 Oak Brook
Road, Oak Brook, Illinois 60523.
I. This AGREEMENT may only be modified in writing, which writing must be
executed by duly authorized representatives of the PARTIES.
J. This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES
and their respective successors and approved assigns. No party may assign,
transfer, sell, grant, convey, deed, cede or otherwise give over, in any manner or
form, any of its duties, obligations and/or responsibilities as set forth in this
AGREEMENT without first obtaining the express written consent and permission
of the other PARTY, except as otherwise provided in this AGREEMENT.
K. The failure of the ILLINOIS TOLLWAY or the VILLAGE to seek redress for a
violation of any condition or covenant of this AGREEMENT or the failure of the
ILLINOIS TOLLWAY or the VILLAGE to insist upon strict performance of any
condition or covenant of this AGREEMENT shall not constitute a waiver of any
breach or subsequent breach of such covenants, terms, conditions, rights and
remedies. No provision of this AGREEMENT shall be deemed waived by the
ILLINOIS TOLLWAY or the VILLAGE unless such provision is waived in
writing.
L. It is agreed that the laws of the State of Illinois, without regard to principles of
conflict of laws, shall apply to this AGREEMENT and in the event of litigation,
venue shall lie exclusively in DuPage County, Illinois.
M. 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: The Illinois Toll Highway Authority
2700 Ogden Avenue
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Downers Grove, Illinois 60515
Attn: Chief Engineering Officer
paulkovacs(&getipass.com
To the VILLAGE: The Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attn: Village Engineer
N. The VILLAGE shall maintain books and records relating to the performance of this
AGREEMENT. Books and records, including information stored in databases or
other computer systems, shall be maintained by the VILLAGE for a period of five
(5) years from the later of the date of final payment under this AGREEMENT or
completion of the work performed under this AGREEMENT. Books and records
required to be maintained under this section shall be available for review or audit
by representatives of the Auditor General, the Executive Inspector General, the
Illinois Tollway Auditor, the Illinois Tollway Inspector General, State of Illinois
internal auditors or other governmental entities with monitoring authority, upon
reasonable notice and during normal business hours. 30 ILCS 500/20-65.
O. The VILLAGE also recognizes that, pursuant to Section 8.5 of the Toll Highway
Act (605 ILCS 10/8.5), the Inspector General of The Illinois State Toll Highway
Authority ("OIG") has the authority to conduct investigations into certain matters
including but not limited to allegations of fraud, waste and abuse, and to conduct
reviews. The VILLAGE will fully cooperate in any OIG investigation or review
and shall not bill the ILLINOIS TOLLWAY for such time. Cooperation includes
providing access to all information and documentation related to the performance
of this AGREEMENT and disclosing and making available all personnel involved
or connected with,or having knowledge of,the performance of this AGREEMENT.
P. The ILLINOIS TOLLWAY shall maintain for a minimum of five (5) years after
the completion of the PROJECT, adequate books, records, and other supporting
documents to verify the amounts, recipients and uses of all disbursements of funds
passing in conjunction with or pursuant to the terms of this AGREEMENT. All
books, records, and supporting documents related to the PROJECT shall be
available for review and audit by the VILLAGE's auditor, and the ILLINOIS
TOLLWAY agrees to cooperate fully with any audit conducted by the VILLAGE's
auditor and to provide full access to all relevant materials.
Q. The Recitals in this AGREEMENT are agreed to and incorporated as a substantive
part of this AGREEMENT.
R. It is mutually agreed by and between the PARTIES that nothing contained in this
AGREEMENT is intended nor shall be construed as, in any manner or form,
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creating or establishing a relationship of co-partners between the PARTIES or as
constituting one PARTY (including its elected officials, duly appointed officials,
employees and agents), the agent, representative or employee of the other PARTY
for any purpose or in any manner whatsoever. The PARTIES are and shall remain
independent of each other with respect to all services performed under this
AGREEMENT.
S. It is mutually agreed by and between the PARTIES that each PARTY warrants and
represents to the other PARTY and agrees that: (1)this AGREEMENT is executed
by duly authorized agents or officers of such PARTY and that all such agents and
officers have executed the same in accordance with the lawful authority vested in
them, pursuant to all applicable and substantive requirements; (2) this
AGREEMENT is binding and valid and will be specifically enforceable against
each PARTY; and (3) this AGREEMENT does not violate any presently existing
provision of law nor any applicable order,writ, injunction or decree of any court or
government department, commission, board, bureau, agency or instrumentality
applicable to such PARTY.
T. It is mutually agreed by and between the PARTIES that all agreements,covenants,
representations and warranties,express or implied,oral or written,of the PARTIES
hereto concerning the subject matter of this AGREEMENT are contained in this
AGREEMENT. All prior and contemporaneous negotiations, agreements,
representations, covenants and warranties between the PARTIES concerning the
subject matter of this AGREEMENT are merged into and superseded by this
AGREEMENT. This AGREEMENT contains the entire agreement between the
Parties.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK
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IN WITNESS THEREOF,the PARTIES have executed this AGREEMENT on the
dates indicated.
THE VILLAGE OF OAK BROOK
By: Attest:
Gopal Lalmalani
President
Date:
THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY
By: Date:
Willard S. Evans,Jr.
Chairman&Chief Executive Officer
By: Date:
Cathy R. Williams
Chief Financial Officer
By: Date:
Kathleen R. Pasulka-Brown
General Counsel
Approved as to Form and Constitutionality
Robert T. Lane, Assistant Attorney General
IGA#004352—Village of Oak Brook-Windsor Drive over 1-88/1-294 Ramps_Final_10.22.2020
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