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IGA IL State Toll Highway Authority- IDOT & VOB (I-88- Rt.83) 07-20-2009 INTERGOVERNMENTAL AGREEMENT BETWEEN THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY, THE ILLINOIS DEPARTMENT OF TRANSPORTATION AND THE VILLAGE OF OAK BROOK This AGREEMENT is entered into this `A4 day of AD, 2009, by and between THE ILLINOIS STATE TOLL HIGHWAY A �OTY, an instrumentality and administrative agency of the State of Illinois,hereinafter called the "TOLLWAY", the STATE OF ILLINOIS, acting by and through its DEPARTMENT OF TRANSPORTATION, hereinafter called the "DEPARTMENT", and THE VILLAGE OF OAK BROOK, a municipal corporation of the State of Illinois, hereinafter called the "VILLAGE", collectively called the "PARTIES", individually called the "PARTY". WITNESSETH: WHEREAS, the TOLLWAY in order to facilitate the free flow of traffic and ensure safety to the motoring public, is in the process of improving the Reagan Memorial Tollway (I-88)by widening and reconstructing from Illinois Route 83 to east of York Road, (hereinafter sometimes referred to as "Toll Highway"), and included in TOLLWAY construction contract(s) including but not limited to Contract(s)I-06-5516, 1-06-5517, 1-06-5518 and I-06-5519 (hereinafter referred to as the "PROJECT"); and WHEREAS, the TOLLWAY, as part of the PROJECT, is widening the I-88 bridges over 22nd Street; and WHEREAS,the DEPARTMENT and the VILLAGE request that the TOLLWAY include in its PROJECT the widening and reconstructing of 22nd Street from four (4) lanes to six(6) lanes from Jorie Boulevard to McDonald's Drive and provide a pathway/sidewalk on both sides of 22nd Street, install a new water main, install a highway lighting system on 22nd Street, install traffic signal interconnect conduit and handholds between Jorie Boulevard and McDonald's Drive, relocate emergency vehicle pre-emption equipment on the 22nd Street bridge, install architectural upgrades to the 22nd Street bridge and roadway, and rehabilitate the 22nd Street Bridge over the Salt Creek; and WHEREAS,the TOLLWAY agrees to the DEPARTMENT's and the VILLAGE's request; and WHEREAS, PARTIES by this instrument, desire to determine and establish their respective responsibilities toward engineering, right of way acquisition, utility relocation, construction, funding and maintenance of the PROJECT as proposed; and WHEREAS,the TOLLWAY by virtue of its powers as set forth in the "Toll Highway Act," 605 ILCS 10/1 is authorized to enter into this AGREEMENT; and 1 WHEREAS, the DEPARTMENT by virtue of its powers as set forth in 605 ILCS 5/101 is authorized to enter into this AGREEMENT; and WHEREAS, the VILLAGE by virtue of its powers as set forth in the Illinois Municipal Code 65 ILCS 5/1-1-1 is authorized to enter into this AGREEMENT; and WHEREAS, a cooperative Intergovernmental Agreement is appropriate and such an Agreement is authorized by Article VII, Section 10 of the Illinois Constitution and the Intergovernmental Cooperation Act, 5 ILCS 220/1. NOW, THEREFORE, in consideration of the aforementioned recitals and the mutual covenants contained herein, the PARTIES hereto agree as follows: I. ENGINEERING A. The TOLLWAY has performed preliminary and final design engineering, obtained necessary surveys, and prepared the final plans and specifications for the PROJECT, subject to reimbursement by the DEPARTMENT and the VILLAGE as hereinafter stipulated. During the design and preparation of the plans and specifications,the TOLLWAY has submitted the plans and specifications to the DEPARTMENT and the VILLAGE for their review and comments. B. The DEPARTMENT and the VILLAGE have reviewed the plans and specifications which impact the DEPARTMENT and the VILLAGE's maintained highways. After review,the DEPARTMENT and the VILLAGE have indicated their approval or disapproval. Approval by the DEPARTMENT and the VILLAGE means the DEPARTMENT and the VILLAGE agree with all specifications in the plans, including alignment and location of the PROJECT improvements which impact the DEPARTMENT's and the VILLAGE's maintained highways. In the event of disapproval,the DEPARTMENT and/or the VILLAGE has detailed in writing its objections to the proposed plans and specifications for review and consideration by the TOLLWAY. C. Any dispute concerning the plans and specifications shall be resolved in accordance with Section IX of this AGREEMENT. D. The final approved plans and specifications for the PROJECT have been delivered to the DEPARTMENT and the VILLAGE by the TOLLWAY. �i E. The TOLLWAY has assumed the overall PROJECT responsibility, including assuring that all permits (U.S. Army Corps of Engineers, Office of Natural Resources, Environmental Protection Agency, etc.) and joint participation and/or force account agreements (County, Township, Municipal, Railroad,Utility, etc.), as may be required by the PROJECT, are secured by the parties hereto in support of general project schedules and deadlines. All parties hereto agree to cooperate, insofar as their individual jurisdictional authorities allow, with the timely acquisition 2 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. The TOLLWAY shall require all construction performed within the TOLLWAY's rights of way to comply with the TOLLWAY Standard Specifications and Supplemental Specifications for construction, issued on June 1, 2008, as amended, or the DEPARTMENT's Standard Specifications and any DEPARTMENT Supplemental Specifications, as applicable, and shall require all work performed within the DEPARTMENT's rights of way to conform to the current DEPARTMENT's Slndards and Specifications. II. RIGHT OF WAY A. The TOLLWAY has performed all survey work and prepared all parcel plats and legal descriptions for all right of way (both permanent and temporary) necessary for the construction of the PROJECT pursuant to the plans and specifications. B. Right of way acquired exclusively for improvements to 22nd Street or for other property or improvements to be maintained by the DEPARTMENT or the VILLAGE (if needed), has been acquired in the name of the TOLLWAY free and clear of all encumbrances and shall be conveyed by the TOLLWAY to the DEPARTMENT,the VILLAGE or other governmental entity to which jurisdiction belongs after acquisition thereof by the TOLLWAY. C. Right of way acquired exclusively for construction of I-88 or for other improvements to be maintained by the TOLLWAY (if needed), has been acquired in the name of the TOLLWAY, by the TOLLWAY. D. Parcel plats and legal descriptions for property required for TOLLWAY facilities shall conform to the Illinois State Toll Highway Authority format. E. It is understood that none of the PARTIES have consented in this AGREEMENT to the transfer of any interest in any of the PARTIES property or rights of way which the PARTIES deem necessary for the maintenance and operation of their respective highway systems. F. The DEPARTMENT and the VILLAGE shall grant permanent easements for TOLLWAY structures over the DEPARTMENT's and the VILLAGE's maintained roads at no cost to the TOLLWAY. G. Right of way costs shall include the purchase price thereof, as well as the costs of negotiations, appraisals,title evidence, relocation assistance payment, property management, and such legal fees and expenses as may be necessary to acquire said right of way. 3 III. UTILITY RELOCATION A. The TOLLWAY has provided the DEPARTMENT and the VILLAGE the locations (existing and proposed) of public and/or private utility facilities within existing DEPARTMENT and VILLAGE rights of way which require adjustment as part of the PROJECT. B. The DEPARTMENT and the VILLAGE agree to make arrangements for and issue all permits for the PROJECT and cooperate with necessary adjustments to existing utilities located within existing DEPARTMENT or VILLAGE rights of way, and on proposed DEPARTMENT or VILLAGE rights of way where improvements to DEPARTMENT or VILLAGE highways are proposed by the DEPARTMENT or the VILLAGE to be done in conjunction with the PROJECT, at no expense to the TOLLWAY. C. The TOLLWAY agrees to make arrangements for and issue all permits for the PROJECT required adjustments to utility facilities located on existing TOLLWAY rights of way, and on proposed TOLLWAY rights of way which are outside areas of DEPARTMENT and VILLAGE jurisdiction, where improvements to TOLLWAY facilities are proposed to be done as part of the PROJECT, at no expense to the DEPARTMENT or the VILLAGE. D. At all locations where utilities are located on DEPARTMENT and/or VILLAGE rights of way and must be adjusted due to work proposed by the TOLLWAY, the DEPARTMENT and/or the VILLAGE agree to cooperate with the TOLLWAY in making arrangements with the applicable utility and issue all permits for the requisite adjustment(s) at no cost to the DEPARTMENT or the VILLAGE. The TOLLWAY agrees to reimburse and/or credit the DEPARTMENT or the VILLAGE for any and all out of pocket cost the DEPARTMENT or the VILLAGE may incur in causing the aforementioned utility or utilities to be adjusted. E. At all locations where utilities are located on TOLLWAY rights of way and must be adjusted due to work proposed by the DEPARTMENT or the VILLAGE,the TOLLWAY agrees to make arrangements with the applicable utility and issue all permits for the requisite adjustment(s). At all locations where the DEPARTMENT's or the VILLAGE's utilities are located on TOLLWAY rights of way and must be adjusted due to work proposed by the DEPARTMENT or the VILLAGE, or due to work proposed by the TOLLWAY, the DEPARTMENT and/or the VILLAGE agree to obtain from the TOLLWAY an approved permit for the facility, and to abide by all conditions set forth therein. The DEPARTMENT and the VILLAGE agree to reimburse the TOLLWAY for any and all out of pocket costs the TOLLWAY may incur in causing the aforementioned utility or utilities to be adjusted. 4 F. In the event that the work proposed by the DEPARTMENT or the VILLAGE results in a conflict with the TOLLWAY's fiber optic cable system,the DEPARTMENT and/or the VILLAGE shall reimburse the TOLLWAY for the cost to locate, mark, design,protect, adjust and/or relocate the system. The TOLLWAY agrees to submit complete cost estimates and competitively bid any fiber optic cable relocation work that is required for the PROJECT. G. At all locations where the TOLLWAY's infrastructure(including but not limited to remote traffic microwave sensors, multi-mode fiber optic cable, message signs, weather stations, signs, roadway lighting controllers, electrical services and data connections)that are currently in place within the PROJECT limits and must be adjusted due to work proposed by the DEPARTMENT and/or the VILLAGE, the DEPARTMENT and/or the VILLAGE agree to reimburse the TOLLWAY for any and all out of pocket costs the TOLLWAY may incur in causing the aforementioned infrastructure to be adjusted. IV. CONSTRUCTION A. The TOLLWAY has advertised and received bids, is providing construction engineering inspections for and causing the PROJECT to be constructed in accordance with the PROJECT plans and specifications. B. Any proposed changes from the plans and specifications that affect the DEPARTMENT or the VILLAGE shall be submitted to the DEPARTMENT or the VILLAGE for approval prior to commencing such work. The DEPARTMENT or the VILLAGE shall review the proposed changes and indicate its approval or disapproval thereof in writing. If the proposed change to the plans and specifications are not acceptable,the DEPARTMENT or the VILLAGE shall detail in writing its specific objections. If the TOLLWAY receives no written response from the DEPARTMENT or the VILLAGE within fifteen (15) calendar days after delivery to the DEPARTMENT or the VILLAGE of the proposed change, the proposed change shall be deemed approved by the DEPARTMENT or the VILLAGE. C. The TOLLWAY shall require its contractor(s) working within the DEPARTMENT's and the VILLAGE's right of way to comply with the indemnification provision contained in Section 107.26 in the TOLLWAY Standard Specifications or Supplemental Specifications for construction issued on June 1, 2008, and the DEPARTMENT's Standard Specifications and Supplemental Specifications, as applicable, or the indemnification provision in the current version of the Illinois State Toll Highway Authority's Standard Specifications or Supplemental Specifications and the DEPARTMENT's Standard Specifications and Supplemental Specifications subsequently in effect. D. The TOLLWAY's sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract(s). The TOLLWAY shall carry out applicable requirements of 49 CFR Part 26, in the award 5 and administration of DEPARTMENT assisted contracts. Failure by the TOLLWAY to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the DEPARTMENT deems appropriate. E. The TOLLWAY shall require that the DEPARTMENT, the VILLAGE, and their agents, officers and employees be included as an additional insured PARTY in the General Liability Insurance the TOLLWAY requires of its contractor(s) and that the DEPARTMENT and the VILLAGE will be added as additional protected PARTIES on all performance bonds required of the contractor(s). These requirements are included in the Special Provisions of the construction contract(s). F. The DEPARTMENT and the VILLAGE, and their authorized agents shall have all reasonable rights of inspection(including pre-final and final inspection) during the progress of work included in the PROJECT that affects the DEPARTMENT's and the VILLAGE's system. The DEPARTMENT and the VILLAGE shall assign personnel to perform inspections on behalf of the DEPARTMENT and the VILLAGE of all work included in the PROJECT that affects their system, and will deliver written notices to the Chief Engineer of the TOLLWAY advising the TOLLWAY as to who has been assigned to perform said inspections. The VILLAGE, on its own behalf and on the behalf of any entity working on behalf of the VILLAGE pursuant to this AGREEMENT, agrees to indemnify and hold harmless the TOLLWAY, its officers, directors, employees and agents from and against, and shall pay all damages, costs and expenses, including attorneys' fees (including the internal costs related to the Attorney General of the State of Illinois) incurred by the Indemnified Parties with respect to any claim arising out of or relating to bodily injury, including death, or property damage caused by the VILLAGE or its employees', agents' or representatives' acts or omissions in the performance of the VILLAGE's obligations pursuant to this AGREEMENT. G. Notices required to be delivered by any of the PARTIES pursuant to this AGREEMENT shall be delivered as indicated in Section IX of this AGREEMENT. H. No inspections, approvals of the specifications or the work by the DEPARTMENT and/or the VILLAGE or their employees, officers or agents shall relieve the TOLLWAY's contractor(s) of responsibility and liability for the proper performance of the work as determined by the TOLLWAY. TOLLWAY inspections and approvals shall not be considered a waiver of any right the DEPARTMENT or the VILLAGE may have pursuant to this AGREEMENT. All DEPARTMENT and VILLAGE communications and correspondence with the TOLLWAY's contractor(s) or relating to a contract shall be through the TOLLWAY, unless otherwise specifically approved by the Chief Engineer of the TOLLWAY. In the event a DEPARTMENT or a VILLAGE representative discovers DEPARTMENT or VILLAGE related work that is not being performed or has not been performed in accordance with the approved plans and specifications, the representative shall 6 promptly notify in writing the Chief Engineer of the TOLLWAY or the Chief Engineer's duly designated representative. I. The TOLLWAY shall give notice to the DEPARTMENT and the VILLAGE upon completion of 70% and 100%of all PROJECT construction contracts to be subsequently maintained by the DEPARTMENT or the VILLAGE,'and the DEPARTMENT and the VILLAGE shall make an inspection thereof not later than seven (7) calendar days after notice thereof. At the request of the DEPARTMENT and of the VILLAGE,the TOLLWAY's representative shall join in on such inspections. In the event said inspections disclose work that does not conform to the approved final plans and specifications, the DEPARTMENT's and/or the VILLAGE's representative shall give immediate verbal notice to the TOLLWAY's representative of any deficiency, and shall thereafter deliver within five (5) calendar days a written list identifying such deficiencies to the Chief Engineer of the TOLLWAY. Deficiencies thus identified shall be subject to joint re-inspection upon completion of the corrective work. V. FINANCIAL A. Except as otherwise identified herein, the TOLLWAY agrees to pay all PROJECT related engineering, right of way, construction engineering and construction costs subject to reimbursement by the DEPARTMENT and the VILLAGE as hereinafter stipulated. B. It is mutually agreed by the PARTIES hereto that the VILLAGE shall be responsible for preliminary and design engineering costs associated with the construction of the VILLAGE's new water main. Unless otherwise specified in this AGREEMENT,the TOLLWAY will be responsible for the construction engineering for the new water main and all other engineering as required. C. It is mutually agreed by the PARTIES hereto that the estimated cost to the DEPARTMENT and the VILLAGE will be based upon actual bid prices. It is further agreed that notwithstanding the estimated cost, the DEPARTMENT and the VILLAGE will be responsible for the actual costs to construct their requested work. D. It is mutually agreed by the PARTIES hereto that the cost to construct the 1-88 Bridge over 22nd Street, the 22nd Street roadway and the first five (5) feet of the pathway/sidewalk will be split evenly one third(1/3) each for all PARTIES, the remaining three (3) feet of the eight(8) foot pathway/sidewalk will be 100%the VILLAGE's responsibility. The TOLLWAY and the VILLAGE will split the cost of twenty six (26) light poles 50/50 in the reconstructed portion of 22nd Street and those on the north side of 22nd Street between Jorie Boulevard and Salt Creek. The VILLAGE will be 100% responsible for the costs of six (6) light poles on the south side of 22nd Street between Jorie Boulevard and Salt Creek. The cost to rehabilitate the 22nd Street Bridge over Salt Creek will be the sole cost of the DEPARTMENT which has been addressed in a separate Agreement between the DEPARTMENT and 7 the TOLLWAY executed on March 11, 2008. The cost to install the TOLLWAY RCP Trunk Line will be the sole cost of the TOLLWAY. The cost to install the VILLAGE's water main, relocate emergency vehicle pre-emption equipment and install aesthetic lighting will be the sole cost of the VILLAGE. The cost to replace six (6) loop detectors will be split evenly between the DEPARTMENT and the VILLAGE and the cost to install the traffic signal interconnect will be the sole responsibility of the DEPARTMENT. E. The estimated cost to the DEPARTMENT is $9,687,895.37. The DEPARTMENT agrees to include funding for its financial obligations for this PROJECT in its Multi- Year Highway Program FY 2009-2014 in accordance with the Executed Letter of Understanding between the DEPARTMENT and the TOLLWAY of July 16, 2008, , incorporated herein by reference. The DEPARTMENT agrees that upon securing funding for this PROJECT, it will enter into a separate Agreement with the TOLLWAY to pay its full obligation incurred under this AGREEMENT. F. The estimated cost to the VILLAGE is $8,352,791.04. The VILLAGE agrees that upon execution of this AGREEMENT and receipt of an invoice from the TOLLWAY, the VILLAGE will pay to the TOLLWAY by June 15, 2009, a lump sum amount of$1,670,000. Upon receipt of an invoice from the TOLLWAY, the VILLAGE will pay to the TOLLWAY by June 15, 2010, a lump sum amount of $1,670,000. Upon receipt of an invoice from the TOLLWAY,the VILLAGE will pay to the TOLLWAY by June 15, 2011, a lump sum amount of$1,670,000. Upon receipt of an invoice from the TOLLWAY,the VILLAGE will pay to the TOLLWAY by June 15, 2012, a lump sum amount of$1,670,000, and will pay to said TOLLWAY by June 15, 2013, the remainder of its obligation in a lump sum, upon receipt of a "Final Invoice" based upon final actual costs. G. The PARTIES shall maintain, for a minimum of three (3) years after the completion of the PROJECT, adequate books, records, and supporting documents to verify the amounts, recipients, and uses of all disbursements of funds passing in conjunction with this AGREEMENT. All books, records, and supporting documents related to the PROJECT shall be available for review and audit by the Auditor General, the TOLLWAY Inspector General, and/or other State Auditors. The PARTIES agree to cooperate fully with any audit conducted by the Auditor General,the TOLLWAY Inspector General, and/or other State Auditors and to provide full access to all relevant materials. H. Any of the PARTIES may request, after the construction contract(s) are let by the 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 TOLLWAY will cause said supplemental work or such substitute work to be added to the construction contract(s), provided that said work will not delay construction of the PROJECT. The PARTY requesting or causing said supplemental work or more costly substitute work shall pay for the cost increases of said work in full. 8 VI. MAINTENANCE - DEFINITIONS A. The term "local" means any PARTY to this AGREEMENT other than the TOLLWAY. With respect to this AGREEMENT, it means the DEPARTMENT or the VILLAGE. B. The term "local road" refers to any highway,road or street under the jurisdiction of the DEPARTMENT or the VILLAGE. C. As used herein, the terms "maintenance" or "maintain" mean keeping the facility being maintained in good and sufficient repair. 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: i. "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. ii. "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. iii. "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. iv. "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. V. "Emergency maintenance" refers to any maintenance activity which must be performed immediately in order to avoid or to repair a condition on the roadway or right of way which causes or threatens imminent danger or destruction to roadway facilities or rights of way of the parties hereto, to the motoring public, or 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 9 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 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, 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 TOLLWAY, it may proceed with the proposed action if deemed necessary by the Chief Engineer. H. The term "approve" refers to the duty of a PARTY not only to consult with the other PARTY but also to provide consent for the proposed action and to retain a record which documents such 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. These are three types of bridge structures that intersect the TOLLWAY rights of way: Type 1. An intersection where a grade separation structure has been constructed to carry the toll highway over the local road. 2. An intersection where a grade separation structure has been constructed Type g to carry the local road over the toll highway. 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 10 A. The TOLLWAY agrees to maintain I-88 from Illinois Route 83 to east of York Road in its entirety. B. The DEPARTMENT agrees to maintain, or cause to be maintained, 22nd Street in accordance with the Jurisdictional Transfer Agreement between the DEPARTMENT and the VILLAGE executed on November 3, 1999, incorporated herein by reference. C. The VILLAGE agrees to retain, maintain, or cause to be maintained, any and all local roads under its jurisdiction, including all facilities, pathway/sidewalks, and any and all fences, walls or appurtenances built to separate vehicular traffic from pedestrian traffic, and lighting on 22nd Street, or any work the TOLLWAY is including in the PROJECT for the VILLAGE at.their request, in its entirety. D. The bridge improvements being constructed under this AGREEMENT are of the following types as described in Section VI, Paragraph J above and involve the following roadway(s): Type of Bridge Structure Affected Roadway Type 1 22nd Street Type 1 - TOLLWAY Right of Way over a Local Road The DEPARTMENT has all maintenance responsibility as to the following: i. All DEPARTMENT right of way, highway roadways, guardrail and other protective devices, pier protective structures or devices, roadway slopes and shoulders, including but not limited to the portions thereof underneath the grade separation structure; ii. All drainage facilities on DEPARTMENT right of way which drain DEPARTMENT highway facilities, except such facilities installed by the TOLLWAY on DEPARTMENT property for the purpose of carrying exclusively Toll Highway drainage; iii. All underpass lighting; iv. All DEPARTMENT traffic signals; The TOLLWAY has all maintenance responsibility as to all remaining portions of the TOLLWAY right of way at an intersection not maintained by the DEPARTMENT, as set forth herein, including but not limited to the entire grade 11 separation structure, drainage facilities, bridge slope walls and embankments within TOLLWAY access control fencing, and fences. E. The parties agree that the TOLLWAY reserves the exclusive right to approve the following: i. Any and all signage affixed to the grade separation structure or placed on TOLLWAY right of way; H. The permitting of any and all loads traversing the grade separation structure which exceed the limits set forth in Title 92 Chapter 4 Part 2529 Appendix A of the Illinois Administrative Code; W. Pavement markings, including embedded reflectors; iv. Standards governing right of way maintenance; V. Restriction of load limits for the grade separation structure, in the event bridge conditions so warrant,provided that the TOLLWAY will consult with the DEPARTMENT as to the bridge conditions which warrant such restrictions; vi. Closure of lanes of traffic on the grade separation structure, for a repair or replacement project or in the event bridge conditions so warrant, provided that the TOLLWAY will consult with the DEPARTMENT before such closure; vii. Attachment to the grade separation structure, or placement on or across TOLLWAY right of way, of any and all conduit, pipe, wire, pole, device or appurtenance, provided that if such attachment or placement is directly in connection with operation of the DEPARTMENT roadway or performance of DEPARTMENT maintenance obligations under this AGREEMENT,the DEPARTMENT may make such attachment or placement after consultation with the TOLLWAY. F. The PARTIES agree that each PARTY has the duty to perform such regular inspections, surveys and reviews as are reasonably necessary to fulfill their respective obligations under this AGREEMENT. G_ . In the event that one PARTY observes that emergency maintenance is needed, then the observing PARTY shall immediately notify the other of the observed condition, the nature of the immediate need, and a general description of the measures the observing PARTY intends to take to remedy the immediate need. The observing PARTY may then implement such measures without consultation, provided however that the observing PARTY remains subject to such emergency response and disaster protocols as apply generally to governmental entities. The other PARTIES shall not 12 be charged for the cost of the emergency measures taken by the observing PARTY, except after consultation and then only to the extent such maintenance is within the duties of the other party under this AGREEMENT. H. In the event that any PARTY places, on the grade separation structure or on the right of way of the other, appurtenances such as architectural enhancements, "gateway logos", conduit pipe, or other devices which are not directly required in connection with the TOLLWAY or DEPARTMENT roadway operations or required for the performance of maintenance obligations of the respective PARTY under this AGREEMENT, then the PARTY placing such appurtenances shall have sole responsibility for all maintenance, repair,replacement, removal and/or renewal of such items, including such maintenance, repair, replacement, removal and/or renewal of such items which is necessitated by maintenance projects performed by the other PARTIES pursuant to this AGREEMENT. I. Signalization and pavement markings at the interchange, if any, will be under the control of the DEPARTMENT. Such control shall be subject to reasonable review and approval of signal timing,traffic progression and pavement marking by the TOLLWAY. The DEPARTMENT consents to the interconnection of a Ramp Queue Detection/Warning System installed on Toll Highway exit ramps to both the temporary and permanent traffic signal system and will program the traffic signal option to give exit ramps priority to preclude exiting traffic from backing up onto TOLLWAY mainline pavement. J. The DEPARTMENT's Electrical Maintenance Contractor shall maintain the "Emergency Vehicle Pre-Emption System" equipment. The DEPARTMENT's Electrical Maintenance Contractor shall invoice the VILLAGE for the maintenance costs related to the maintenance of the "Emergency Vehicle Pre-Emption System" equipment. The VILLAGE shall maintain the emitters and associated appurtenances at its own expense. The emitters shall be maintained and tested by the VILLAGE, in accordance with the recommendations of the manufacturer. K. It is mutually agreed, if, in the future,the TOLLWAY or the DEPARTMENT adopts a roadway or traffic signal improvement passing through the traffic signals included herein which requires modernization or reconstruction to said traffic signals,then the VILLAGE agrees to be financially responsible for all costs to relocate or reconstruct the Emergency Vehicle Pre-Emption equipment in conjunction with the TOLLWAY's or DEPARTMENT's proposed improvement. I L. The VILLAGE agrees to assume responsibility for the reconstruction and maintenance of the pathway/sidewalk and any and all fences, walls or appurtenances built to separate vehicular traffic from pedestrian traffic located on 22nd Street under I-88 and on TOLLWAY and DEPARTMENT property, in its entirety. The VILLAGE agrees to indemnify and hold the TOLLWAY and the DEPARTMENT and their employees, officers and agents harmless from all claims for death, injuries and damages to persons or property relating to the use, maintenance or 13 reconstruction of the pathway/sidewalk, fences, and appurtenances. If in the future, the TOLLWAY or the DEPARTMENT adopts a roadway or other improvement which requires modification, relocation or reconstruction to said bike path/sidewalk, fences and appurtenances, then the VILLAGE hereby agrees to be financially responsible for the entire cost to modify, relocate or reconstruct said pathway/sidewalk, fences and appurtenances, in conjunction with the TOLLWAY's and/or DEPARTMENT's proposed improvement. VIII. ADDITIONAL MAINTENANCE PROVISIONS A. It is understood and agreed by the PARTIES hereto that this AGREEMENT shall supersede any and all earlier Agreements entered into by the PARTIES hereto regarding maintenance of DEPARTMENT and/or VILLAGE highways and Toll Highway facilities within the limits of this PROJECT. B. During construction, the DEPARTMENT and the VILLAGE shall continue to maintain all portions of the PROJECT within the DEPARTMENT's and the VILLAGE's right of way that are not to be improved or maintained by the construction contractor(s)pursuant to the approved plans and specifications, and the TOLLWAY shall continue to maintain all portions of the Toll Highway that are not required to be maintained by the construction contractor(s). C. All items of construction which are stipulated in this AGREEMENT to be maintained by the DEPARTMENT and the VILLAGE shall, upon completion of construction and final inspection, be the sole maintenance responsibility of the DEPARTMENT and the VILLAGE, and all items of construction which are stipulated in this AGREEMENT to be maintained by the TOLLWAY shall, upon completion of construction, be the sole maintenance responsibility of the TOLLWAY. D. The PARTIES agree to remove all snow and ice from the roadways under their respective jurisdiction, and such removal shall be accomplished in such a manner as not to block or obstruct any roadway of the other PARTY. E. Nothing herein is intended to prevent or preclude any of the PARTIES from entering into reciprocal agreements in the future for any particular interchange for the efficient removal of snow, ice, and debris or for incident management. F. All access control shall be addressed for the mutual benefit of the DEPARTMENT and the TOLLWAY in an effort to maintain free traffic movement at points of intersection. The DEPARTMENT and the TOLLWAY encourage private sector funding of regional collector/distributor roadways to minimize throughway traffic impacts. For those sections where access control has been purchased by the TOLLWAY, the TOLLWAY agrees to review and coordinate access requests with the DEPARTMENT. The DEPARTMENT agrees to allow the TOLLWAY to review and comment on all signalization and timing issues that arise within one half 14 (1/2) mile from the centerline of the I-88 Toll Highway on DEPARTMENT owned and maintained roadways. The TOLLWAY's comments will primarily focus on safety considerations for priority traffic movement off of the Toll Highway to prevent backups which may extend onto the mainline pavement. G. The DEPARTMENT and the TOLLWAY agree to cooperatively manage incidents as expeditiously as possible to minimize impact and maximize response efficiency. Each agency shall be responsible for incident management within their jurisdictional limits and shall provide reciprocal timely incident response, management, and notification as need demands regardless of incident location. IX. GENERAL PROVISIONS A. It is understood and agreed that this is an INTERGOVERNMENTAL AGREEMENT between the Illinois Department of Transportation, the Village of Oak Brook and the Illinois State Toll Highway Authority. B. It is understood and agreed by the PARTIES hereto, that the TOLLWAY shall have jurisdiction of 1-88. The DEPARTMENT shall retain jurisdiction of 22nd Street traversed or affected by I-88 except as otherwise expressly provided for in this AGREEMENT. For the purpose of this AGREEMENT,jurisdiction shall mean the authority and obligation to administer, control, construct, maintain, and operate. C. Wherever in this AGREEMENT approval or review by the PARTIES is provided for, said approval or review shall not be unreasonably delayed or withheld. D. Not later than fourteen(14) calendar days after execution of this AGREEMENT, each PARTY shall designate in writing a representative who shall serve as the full time representative of the said PARTY during the carrying out of the construction of the PROJECT. 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 PARTIES. E. In the event of a dispute between the PARTIES in the carrying out of the terms of this AGREEMENT, the Chief Engineer of the TOLLWAY, the Deputy Director/Region One Engineer of the DEPARTMENT and the VILLAGE Engineer shall meet and resolve the issue. F. Any dispute concerning this AGREEMENT that is not resolved as provided above shall be resolved by decision of the Secretary of Transportation of the DEPARTMENT, the President of the VILLAGE and the Executive Director of the TOLLWAY, and their decision shall be final. 15 G. This AGREEMENT may be executed in three (3) 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 TOLLWAY agrees that in the event any work is performed by other than TOLLWAY forces,the provisions of the "Prevailing Wage Act" 820 ILCS 130/1 shall apply. I. The 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. J. Under penalties of perjury, the DEPARTMENT certifies that its correct Federal Tax Identification number is 10 0049401 and it is doing business as a governmental entity, whose mailing address is Illinois Department of Transportation, Region One/District One, 201 W. Center Court, Schaumburg, Illinois 60196. K. Under penalties of perjury, 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 is Village of Oak Brook, 1200 Oak Brook Road, Oak Brook, Illinois 60523-2255. L. This AGREEMENT may only be modified by written modification executed by duly authorized representatives of the PARTIES hereto. M. This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES hereto and their respective successors and approved assigns. N. 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. O. All notices shall be in writing and shall be personally delivered or mailed to the following persons at the following addresses: To the TOLLWAY: The Illinois Toll Highway Authority 2700 Ogden Avenue Downers Grove, IL 60515 Attn: Chief Engineer To the DEPARTMENT: The Illinois Department of Transportation Region One/District One 201 W. Center Court Schaumburg, Illinois 60196 Attn: Deputy Director/Region One Engineer To the VILLAGE: The Village of Oak Brook 16 , 1200 Oak Brook Road Oak Brook, Illinois 60523-2255 Attn: Village Engineer P. The introductory recitals included at the beginning of this AGREEMENT are agreed to and incorporated into this AGREEMENT. IN WITNESS THEREOF, the parties have executed this AGREEMENT on the dates indicated. THE VILLAGK—QJEqAK BROOK �e OF p4' By: �� 1. est: sident ,�� r' Village Clerk Date: C,2r �7THE ILLINOIS DEP T, RANSPORTATION By: Date: Diane M. O'Keefe Deputy Director/Region One Engineer j THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY By: Date: Executive Director/C irman By: _ Date: 7 A f Michael Colsch, Chief of Finance By: cJ 4�- Date: 7 �l Thomas J. Hamonte, General Counsel Approved as to form and constitutionality G. 7- -©9 A o ey General, State' of Illinois JMR IGA ISTHA IDOT OakBrook I88over22ndSt.Revised05l809.doc 17 06/25/09 5.5/2 RESOLUTION NO. 18805 WHEREAS, it is necessary and in the best interest of The Illinois State Toll Highway Authority(the"Tollway")to enter into an Intergovernmental Agreement with the Illinois Department of Transportation and the Village of Oak Brook to improve the Reagan Memorial Tollway (1-88)Bridge over 22nd Street; and WHEREAS, cooperation between governmental agencies and entities through intergovernmental agreements is authorized and encouraged by Article VII, Section 10 of the Illinois Constitution of 1970, and the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq.; and WHEREAS, the Tollway and the Illinois Department of Transportation and the Village of Oak Brook have negotiated an Intergovernmental Agreement in substantially the form attached to this Resolution. NOW THEREFORE BE IT RESOLVED by The Illinois State Toll Highway Authority as follows: The Chief Engineer and the General Counsel are authorized to negotiate and prepare an Intergovernmental Agreement between The Illinois State Toll Highway Authority and the Illinois Department of Transportation and the Village of Oak Brook in substantially the form of the Intergovernmental Agreement attached to this Resolution and the Chairman or the Executive Director is authorized to execute said agreement. Approved by: Chairman ITEM 10.1:. pG� OF Ogk49 v O O p v� G O v� �F OOUNI-I,� AGENDA ITEM Regular Board of Trustees Meeting of April 14, 2009 SUBJECT: I-88 (York Road—Route 83) Oak Brook/Tollway Letter of Understanding FROM: Dale L. Durfey, Jr., P.E., Village Engineer BUDGET SOURCE/BUDGET IMPACT: $2,200,000 in Account 461-90700 - Paving $900,000 in Account 451-91000 - Water RECOMMENDED MOTION: That the Village Board approve the Village of Oak Brook/Tollway Letter of Understanding and authorize the Village Manager to execute same. Background/History: Attached please find a proposed Letter of Understanding generated by the Tollway generally depicting the parameters and cost participation for the I-88 bridges over 22nd Street and the 22nd Street roadway improvements. This LOU will be the basis for the Tollway to develop an Intergovernmental Agreement between the Village and the Tollway, which we understand will be presented at a Board Meeting in May. The LOU should have taken place at the very beginning stages of the project; therefore, the Tollway has written it such that it reads as a"future project" item. As background,please note the following: • A Letter of Intent dated May 11, 1998 between Oak Brook and IDOT stated a rough estimate of$12 million for the widening/reconstruction of the 22nd Street/I-88 structure and Oak Brook would pay 1/3 of such cost. I-88 york-Route 83 letter of understanding pbt.doc • The Village first became aware of the Tollway's Open Road Tolling project along I-88 in Oak Brook in May 2005. During a meeting in December 2005, the $12 million estimate was referenced (probably not an appropriate amount at that time) and discussion was had about reimbursing the Tollway Oak Brook's 1/3 share over 2 years. • At a meeting in September 2006, a rough cost estimate of$15 million was used with 1/3 being Oak Brook's share. The Tollway stated that they generally have payments done over a 3 year period but requested that the Village send a letter with a payment schedule for review. • Design engineering took place during the last half of 2006 and first half of 2007. Construction started about July 2007. This was the first time a detailed engineering estimate was calculated. • In the Manager's Memo of May 30, 2007, it was noted that the Village's share was $7.2 million and that the Village could reimburse the Tollway over a 3-5 year period without an interest charge. • During the award and implementation of the 5 construction contracts, estimates have been replaced with actual bid costs and a $1.8 million miscalculation made by the Tollway (increase) was found. During this time, several reimbursement options were explored. • Oak Brook's share includes not only the bridge and 22nd Street work but also water main replacement(about $844,000), and decorative street lights (about $142,500). The current total construction cost (per bid tabulations) of the entire project in 2008 dollars is $26,491,140.72. Oak Brook's share is $8,352,791.04. The 2009 Budget contains $2.2 million in a paving account and $900,000 in a water account for this work. The final paragraph of the LOU states that the Village will reimburse the Tollway in equal amounts over five years, with the last reimbursement being a final payment based upon final construction quantities. Please note that this five year payment schedule gives Oak Brook significantly more flexibility than the original proposal of 2-3 years. The various attachments are as follows: 1. Exhibit 1 —Two colored maps depicting the project areas. 2. Exhibit 2 — Jurisdictional Transfer documents whereby the Village transferred jurisdiction of 22nd Street to IDOT between the east edge of pavement of Route 83 to the west edge of pavement of Clearwater Drive. 3. Exhibit 3 —A cost breakdown spreadsheet per bid tabulations. I-88 york-Route 83 letter of understanding pbt.doc Recommendation: That the Village Board approve the Village of Oak Brook/Tollway Letter of Understanding and authorize the Village Manager to execute same. I-88 york-Route 83 letter of understanding pbt.doc I'1'fM 9.(�. PGA OF Ogk49 9 v O O O ai G O 00 U NT`4 AGENDA ITEM Regular Board of Trustees Meeting of May 26, 2009 SUBJECT: I-88 (York Road—Route 83) Oak Brook/Tollway Letter of Understanding FROM: Dale L. Durfey, Jr., P.E., Village Enginee / BUDGET SOURCE/BUDGET IMPACT: $2,200,000 in Account 461-90700 - Paving $900,000 in Account 451-91000 - Water RECOMMENDED MOTION: That the Village Board approve the Intergovernmental Agreement Between the Illinois State Toll Highway Authority, the Illinois Department of Transportation, and the Village of Oak Brook. Background/History: At the Board meeting of April 14, 2009, the Village Board approved a Letter of Understanding (LOU) with the Illinois State Toll Highway Authoriy generally depicting the parameters and cost participation for the I-88 bridges over 22° Street and the 22nd Street roadway improvements. That LOU became the basis for the Tollway developing an Intergovernmental Agreement between the Village, IDOT and the Tollway which is now before the Village. As background, I am attaching: 1. The April 14th memo 2. A PowerPoint presentation I made at the April 14th meeting 3. The fully executed LOU I-88(Yk-Rt 83)IGA P&BT.doc The current total construction cost (per bid tabulations) of the entire project in 2008 dollars is $26,491,140.72. Oak Brook's share is $8,352,791.04. The 2009 Budget contains $2.2 million in a paving account and $900,000 in a water account for this work. Section V of the IGA lists financial items. Paragraph V.F states that the Village will reimburse the Tollway in equal amounts over five years, with the last reimbursement being a final payment based upon final construction quantities. Please note that this five year payment schedule gives Oak Brook significantly more flexibility than the original proposal of 2-3 years. The IGA does not contain any changes from the approved LOU. This is the final legal step necessary to finalize the 3-party agreement. Recommendation: That the Village Board approve the IGA. I-88(Yk-Rt 83)IGA P&BT.doc rr1:M 9.B. PGA 0 F 0 A k�9 v O O v CIO G O 10 9 CQ U N1�' AGENDA ITEM Regular Board of Trustees Meeting of June 9, 2009 SUBJECT: I-88 (York Road—Route 83) Oak Brook/Tollway/IDOT Intergovernmental Agreement FROM: Dale L. Durfey, Jr., P.E., Village Engineer BUDGET SOURCE/BUDGET IMPACT: $2,200,000 in Account 461-90700 - Paving $900,000 in Account 451-91000 - Water RECOMMENDED MOTION: That the Village Board approve the Intergovernmental Agreement Between the Illinois State Toll Highway Authority, the Illinois Department of Transportation, and the Village of Oak Brook. Background/History: At the Village Board meeting of May 26, 2009,this item was continued. I am attaching the May 26`h memo and its documents. Please note that the Letter of Understanding that the Village approved and signed states that the Village will make its first installment of$1,670,558.21 on June 15, 2009. Recommendation: That the Village Board approve the IGA. I-88(Yk-Rt 83)IGA P&BT 6-9-09.doc The Illinois Tollway Illlllols 2700 Ogden Avenue Downers Grove,Illinois 60515-1703 Tollway Phone.630/241-6800 ` Fax:6301241-6100 TTY:6301241-6898 July 21, 2009 The Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523-2255 Re: Intergovernmental Agreement between the Illinois State Toll Highway Authority, the Illinois Department of Transportation (IDOT) and the Village of Oak Brook Contract Nos.: I-06-5516, I-06-5517, I-06-5518, I-06-5519 Gentlemen: Enclosed is one (1) fully executed original of an Intergovernmental Agreement between the Illinois State Toll Highway Authority, the Illinois Department of Transportation and the Village of Oak Brook in connection with the above captioned contracts. This Agreement is transmitted to your attention for your records. Very truly yours, Tiffany 1. Bohn Assistant Attorney General TIB:mw Enclosures cc: Leslie Savickas —e/mail John Romano—e/mail N RETAINING WALL #4 (I-06-5517) r STEEL FABRICATION 1 (I-06-5463) ri 1 RETAINING WALL 43A r (1-06-5516) RETAINING WALL #6 (1-06-5517) r °� ,. RETAINING WALL #7 RETAINING WALL #3 (I-06-5516) (I-06-5517) x � . RETAINING WALL #38 f (I-06-5517) LEGEND 1. CONSTRUCTION SCHEDULE CONSTRUCTION CONTRACT R ? CONTRACT I-06-5463 r! JAN. 2007-SEPT. 2007 (EWC STEEL FABRICATION) RETAINING WALL '2 r (1-06-5517) CONTRACT I-06-5516 '• .', ':�<` .., APRIL 2007-DECEMBER 2009 (RT. 83 TO SPRING RD, ; ._ HARGER RD, EWC CONTRACT 1-06-5517 - JUNE 2007-DECEMBER 2009 (SPRING RD TO YORK RD. PLAZA 51) CONTRACT I-06-5518 MARCH 2008- DECEMBER 2009 (22ND ST ROADWAY, u 22ND OVER SALT CREEK) < W9� CONTRACT I-06-CON „ • j OCTOBER 2007- MAY 2008 (ADVANCE WORK CONTRACT, `- RT 83 TO FINLEY) 7NE ILLINOIS TOLL WAY 5453 I-88 c4<wr�.c moo. HDR ENGINEERING. [NC. 855 ` 8550 W. BRYN MAWR AVE. p 7 o 0 o G o£N g v E ry u E EXHIBIT I '� 2 CNIGAGO, 11. 60631 PDfl1/C AAC AIT f'lIAITD A('TC N RETAINING WALL #2 I (I 06-5517) '_ l r, TM RETAINING WALL #I -fx (I-06-5516) ° rw w pe fi{ ��.�.��: �i R,'�) .i T"°M �t-' V 111 I � r=� �►+�e�-� r a r ' A •- JS. } = „t•: NOISE WALL #5 LEGEND (CONTRACT #5519) CONSTRUCTION SCHEDULE CONSTRUCTION CONTRACT JAN. 2007-SEPT. 2007 CONTRACT 1-06-5963 EWC STEEL FABRICATION) CONTRACT I-06-5516 APRIL 2007-DECEMBER 2009 (RT. 83 TO SPRING RD, HARGER RD, EWC) CONTRACT I-06-5517 - -- JUNE 2007-DECEMBER 2009 (SPRING RD TO YORK RD. PLAZA 51) CONTRACT I-06-5518 MARCH 2008- DECEMBER 2009 (22ND ST ROADWAY, 22ND OVER SALT CREEK) CONTRACT I-06-5519 „ OCTOBER 2007- MAY 2009 (ADVANCE WORK CONTRACT, ; RT 83 TO FINLEY) - rNE ILLINOIS ro«war EXHIBIT I-88 oRa�cFO no. 8550 HDR ENGINEERING. INC. CHIC 'N. B L 631 AVE. n n w z a o a c o e N < v e N u e EXHIBIT 1 1 2 cHlcaco. IL 60631 L IMPROVEMENT CONTRACTS R 0 V F. I L I f N 0 f 5 6 0 5 1 5