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R-1911 - 10/27/2020 - IGA AGREEMENT - Resolutions Supporting Documents QP REVIEW OF CONTRACTS Awarding Agency: Type of Contract: 1 Departtnen Program/Account N ber: CIS. Aw rd Contract Price: Budgeted Amount: i nl�ol 1 1 . �� I�1 cY � ❑ Under$20,000 0 $500'Ool-$1,000,000 ❑ ;20,000-;500,000 Over;1,000,000 �`'� r�►Jee�'1. —I-��P Z l 1,n rJ I�, . ao Al -}!a V, laW. r� I L)e -?:1 1 d r Name: Date: I� Name: Date:lp Iq p Name: Date: fd L— Name: Date: Three (3)Originals signed by other party Date/Initials Original provided to staff member for other party Date/Initlals� Original provided to Officlal Files Date/Initials Village of Oak Brook I Approved by Board of Trustees-Date/Initlals: 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". WITNESSETH: 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(1-88 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 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; WHEREAS, the ILLINOIS TOLLWAY, and the VILLAGE by this AGREEMENT, 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; WHEREAS, the ILLINOIS TOLLWAY by virtue of its powers as set forth in the Toll Highway Act, 605 ILCS 10/1,et seg. 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; 1 i 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 preambles 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,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. 2 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 DC.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 The transfer of property interests is not required between the PARTIES 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-which 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. 3 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 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 ofthe Illinois Tollway Supplemental Specifications. C. The ILLINOIS TOLLWAY shall require that its contractor(s),subcontractors and subrecipients shall not discriminate on the basis of race,color,national origin,or sex in the performance of the PROJECT's contracts or any contract that is part of the PROJECT. D. The ILLINOIS TOLLWAY shall require that the VILLAGE,their agents,officers and employees be included as additional named insured 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. 4 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, and 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,and 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 D{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 or other inspection arrangements are not 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 such inspection. 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 the corrective work. The VILLAGE shall perform such joint re-inspections within seven(7)calendar days after receiving notice from the ILLINOIS TOLLWAY that the 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 the PROJECT's work 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 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. 5 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 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 the cost increases of said work in full. C. As identified in "Exhibit A" attached, 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; and the estimated cost 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 Recital 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 6 For purposes of this AGREEMENT: A. The term "local' means any PARTY to this AGREEMENT other than the ILLINOIS TOLLWAY. With respect to this AGREEMENT, it means the VILLAGE. B. The term"local road"refers to any highway,road or street under the jurisdiction of the VILLAGE. C. As used,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 7 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 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,but in no case shall the entity with the duty he 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,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 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 such consent. 1. 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. I. The PARTIES generally agree that there are three types of bridge structures that intersect the 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. 8 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. 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 Type 2 -VILLAGE Local Road over ILLINOIS TOLLWAY Right-of-way 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; i. Ice and snow removal shall be accomplished in such a manner as to not block or obstruct the Toll Highway below. 9 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; 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; 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). 10 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 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 1-88 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 and resolve the issue. In the event that 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 involving solely VILLAGE right-of-way,the decision of the VILLAGE's Village Engineer shall be final. 11 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 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 signature, or 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. 1. This AGREEMENT may only be modified in writing;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 expressed written consent and permission of the other PARTIES,except as provided for in this AGREEMENT. K. The failure by the ILLINOIS TOLLWAY, or the VILLAGE 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 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 shall apply to this AGREEMENT and that, in the event of litigation,venue shall lie 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: 12 To the ILLINOIS TOLLWAY: The Illinois Toll Highway Authority 2700 Ogden Avenue Downers Grove,Illinois 60515 Attn: Chief Engineering Officer paulkovacsna�tipass.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 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 perfonmance 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, the ILLINOIS TOLLWAY's Inspector General 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. 13 Q. The preambles of this AGREEMENT are agreed to and incorporated into 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 or shall be construed as,in any manner or form,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 any other party for any purpose or in any manner,whatsoever. The PARTIES are to be 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 to that the agreement of the PARTIES is contained herein and that this AGREEMENT supersedes all oral agreements and negotiations between the PARTIES relating to the subject matter. THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK 14 IN WITNESS THEREOF,the PARTIES have executed this AGREEMENT on the dates indicated. THE VILLAGE OF OAK BROOK B, Attest: P Gopal Lalmalani President Date:/V('LV � THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY 4aasc. Qom. 12/04/2020 Willard 5.[van:,Jr.(De 4,-01—051 `�— Date: By: — _ Willard S.Evans,Jr. Chairman&Chief Executive Officer CafhXR wllliams 12/04/2020 By: Cathy R Williams(Oec 4,202012:59 CST) Date: Cathy R.Williams Chief Financial Officer KAM"'k R nom-&'Warr' 12/01/2020 Kathleen R.Pasulka-Brow (� 1,202015:11 CST) Date: By: Kathleen R.Pasulka-Brown General Counsel Approved as to Form and Constitutionality AVO*.6fL=AA 6 12/01/2020 Robert Lane,A.AG.1-1,103015:11 CST) Robert Lane,Assistant Attorney General IGA#004352 Village of Oak B=k_W indwr Orale o`18r 1-8811-294 Ramer Flnel_10.14.2020 15 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY IGA PARTICIPATION COST BREAKDOWN EXHIBIT A SUBMITTED ON: 6/1/zaz0 WINDSOR DRIVE BRIDGE REPLACEMENT OVER I-88 TO I-294 CONNECTOR RAMPS BIDS DUE: a/n/zozo IZlina v VILLAGE OF OAK BROOK START DATE: IWW.. MID-POINT: S/2z(2021 ,ffLTvljway DESIGN CONTRACT NO.I-184352 FINISH DATE: 11/r/7o21 CONSTRUCT CONTRACT NO.1.18-4152 FINAL(BID SET)IGA ENGINEER'S ESTIMATE(BREAKDOWN) PREPARED BY DSE:THE UPCHURCH GROUP,INC. y m AAA LPeID f em S m S f f wm f f S m f amo f VAsm S t m f m y m s PRE-FINAL(%%1 IGA ENGINEER'S ESTIMATE-PAGE 1 APRIL 29,20n CONTIIACt tlla352 .� �� ooa®®��® gym• ooa®mm��® �� o©o©mo��® om . �., 0000m���® �� m000mo gym• m©oom�� ��• m©o®®��� �� m0oom���� gym• o®�®mo��� gym• mo�om�© om o®�®mm��� om• oo�omo��� �o ®o�o�� gym• oo�o�� gym• o©�omm��� gym• � m©��©mm� gym• • oo�omm��� gym• ®oo��®® mo ®o�o�� om• � � mo�o�� om• . �. . mo�o�� om mo�m•mm© o� oo�o�� om• m©�omo© om• 0000 ®m m®om���©� ®m• ®o�o���� om•. . ®0®©m���® THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY IGA PARTICIPATION COST BREAKDOWN EXHIBRA SUBMITTED BIDS S DUE: : Wl/20x0 )J WINDSOR DRIVE BRIDGE REPLACEMENT OVER I-BB TO I-294 CONNECTOR RAMPS BIDe/25/mx0 I//�IIOIS VILLAGE OF OAK BROOK START DATE: Ix/15/xOxD LToll"V DESIGN CONTRACT NO.1-19-435Z MID-POINT: s/2x/mx] CONSTRUCTION CONTRACT NO.1-184352 FINISH DATE: 'U./— FINAL(BID SET)IGA ENGINEER'S ESTIMATE(BREAKDOWN) PREPARED BY DSE:THE UPCHURCH GROUP,INC. t mom s s s m s m t �s m s s m c m t FNao s m s t s umm s m s 2nm s CplfRACI I-194351 PRE-FINAL(95%1IGAENGINEER'SESTIMATE PAGf3 A-29.x020 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY IGA PARTICIPATION COST BREAKDOWN EKHIBTTA SUBMITTED ON: WI/mm r7bA6WINDSOR DRIVE BRIDGE REPLACEMENT OVER I-88 TO 1.290 CONNECTOR RAMPS BIDS DUE: e/25/tom . iIXlis VILLAGE OF OAK BROOK START DATE: DIS/mm ff p.ay DESIGN CONTRACT NO.I-IB OiS2 MID-POINT: snV-1 J CONSTRUCTION CONTRACT NO.1-18-4352 FINISH DATE: U/zs/eon FINAL(BID SET)IGA ENGINEER'S ESTIMATE(BREAKDOWN) PREPARED BY DSE:THE UPCHURCH GROUP,INC. ms CDNTRI !1.174352 PRE-NNA1 USX)IGA FNGINEFP'S FSnRYTE PAGE• —.1 27.2020 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY IGA PARTICIPATION COST BREAKDOWN EXHIBIT A SUBMITTED ON: /2020 WINDSOR DRIVE BRIDGE REPLACEMENT OVER 1-88 TO 1-290 CONNECTOR RAMPS BIDS DUE: R/25z5/2020 IIIll101s START DATE: 12/15/2020 VILLAGE OF OAK BROOK MIDPOINT: 5/2212021LiJ DESIGN CONTRACT NO.1-19-43S2 I'OIIa JJ CONSTRUCTION CONTRACT NO.1-1943S2 FINISH DATE: 11/29/2021 FINAL(BID SET)IGA ENGINEER'S ESTIMATE(BREAKDOWN) PREPARED BY DSE:THE UPCHURCH GROUP,INC. • II990106 Hfi11 rtNSION C61µl M[OlI1N RMMI[R TI-All [MM 5 T.C40A0 5 5 IUOOAO 5 If,tl000 TDTM MRpRIT ITPCdIFWMR S 1.»S.»20f S S.]eS.Itl.se 5 !3f6.Se3.30 • ITISSOeI fON1RMl0R5 WMITV PFOEaIAM 1.SUM 1 025 n.IS S fO5A00.00 S 26.250A0 S lt.150.00 $ IOSA00A0 rt 15]IXa CONTMCT SPE(1FN0 WEIPM PAYMENT uNrt IOOWD IOOOW $ 1.00 S S imA00.OD S ImA00.00 • IIISM4I DISIgSM[Kt WTNRDIWM0005WASTF I'm 10000 10000 5 IAO 5 $ 10A00D0 5 IOA00.00 O15W05 [MERG[NCV PAWMINI MIO SN(NIIOER R[PMRS 1118 SOW `000 S IAO 5 S 5,00000 5 SAOD00 ITISMIOR UNFORfif(NMNNTM)NRl MM3IEMMKEM TPMEN LRIrt 3000D KIII00 5 1.00 5 5 IU=oo 5 vxII00 ITIV016 MIOWMKt EDR IMN(N1CSE[M[ROSRIM<ONSIIM ANILWII[5 UMR [400 FaDJ 5 IAO S 5 6,=m 5 6200.00 • I115f015 fONTRIKt MIOWMICf 1Op E01.D WFIITMR PRWAKMT MRRgNGS tlMl 5000 5000 5 1.00 5 5 5AOD310 5 SAlMA0 • OISNKI CIl3EIlUEI MIOWMI[E FdlC01151111KTRTNEf[NIRARIENiKFS ITMT 15000 15000 S IAO 5 S 15,OOODD 5 IS,000AD • 0151116 MICM'MKE FOII V111.IttIM IR[rtFCTgN IIMT 10000 100011 S lA0 S S l0.Ip000 5 IOpOD.00 RTM6Ti0411T0TM C(NRTRLKTION POST ., ., ,".�,• n.,l C(NSONGENCY IS%OF ClK35TRlKT10N COST) 1.QIM 1 S 65'13200 5 19/2/9110 S 263,132200 ESTRAITFOCCR35TRUC1RINfOST FNGINFFMNO UFTIGN INGWFENNG L.QIM 0.25 0.]5 5 1.591.911.21 S —A)I,12 5 W-A"- 5 1.591A11.M ENGNNERR34 CONSTRIKIgNENUNFERMO 1.511M 1 025 0.15 $ 130.D13Ai $ N7,SIS.35 $ 621,55506 $ 1302013.11 RTMIITD TOTM POST S TMt.11l l] 5 5.311,111 AI 1Pc.T20» SPTCWI PROVISION •• TryIWRY QIDPLFMFNIM SPE[11R11R1N NIF WTRDF SPTCW IWNriKN3 Rf.15P IWT6[RDE R1106E.W-L fNCNxNW Ol .-I DNIRNI ONE SPTFIN PROVRNN3 CONTRACT 1-18-0352 PRE-FINAL(9S%11GA ENGINEER'S ESTIMATE-PAGE 5 APRIL 28.2070 11/19/20 6.5/1 RESOLUTION NO. 22137 Background The Illinois State Toll Highway Authority ("Tollway")is reconstructing and replacing the Windsor Drive Bridge, which crosses over ramps connecting 1-88 and 1-294. The Village of Oak Brook("Village") requested that the Tollway make certain upgrades to the replacement Bridge, including (i) widening the Bridge from two lanes to four lanes, (ii) adding a raised median, and(iii) lengthening the Bridge to accommodate potential future improvements. The Village is reimbursing the Tollway approximately $1,967,444.00 and agrees to reimburse the Tollway for the actual cost of the work requested. It is the best interest of the Tollway to enter into an Intergovernmental Agreement ("Agreement")with the Village to document the Village's requests and account for Village reimbursement and future maintenance responsibilities relative to the Bridge. The Agreement also memorializes the Tollway's ownership of the Bridge and delineates the Tollway's maintenance responsibilities. Resolution The Chief Engineering Officer and the General Counsel are authorized to negotiate and prepare an Intergovernmental Agreement between The Illinois State Tollway Highway Authority and the Village of Oak Brook in substantially the form attached to this Resolution. The Chairman/Chief Executive Officer of the Tollway, subject to the approval of the Chief Financial Officer, is authorized to execute said agreement, and the Chief Financial Officer is authorized to issue warrants in payment thereof. ja�J "V Approved by: Chairman