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95-0216 Illinois State Toll Highway NORTHWEST TOLLWAY INTER HANGE AT RANDALL ROAD AGREEMENT BETWEE THE ILLINOIS STATE TOLL HIGHWA AUTHORITY AND THE COUNTY OF KAN This Agreement is entered into this 16thday of Februar , A.D., 199 5 , by and between THE ILLINOIS STATE TO L HIGHWAY AUTHORITY, an instrumentality and administrative agency of the State of Illinois, hereinafter called the "AUTHORITY", and the COUNTY OF KANE, of the Stat= of Illinois, hereinafter called the "COUNTY". WITNESSETH: WHEREAS, the AUTHORITY and the COUNTY, in order to facilitate the free flow of traffic for the safety and convenience of the motoring •ublic, are desirous of completing the interchange at the intersection of Randall Road an. the Northwest Tollway (1-90) in Kane County; and WHEREAS, the improvements to be covered by t is Agreement shall consist of the modification of Randall Road (including crossroad br dge widening, deck overlay and crossroad realignment with two through traffic lane- and appropriate turn lanes) to accommodate the movement of traffic through the modi ied interchange, the construction of acceleration and deceleration lanes to accommodate amp movements, the realignment of the eastbound entrance ramp to 1-90 and the we.tbound exit ramp from 1-90, the construction of a new eastbound exit ramp to 1-90 an. a new westbound exit ramp from (RandalRd.Agr:10-06-96/CIP-92-682) - 1 - 1-90, the realignment of Mason Road, and communication systems if applicable, among other things, as generally shown on Exhibit"A", said impro ements to be hereinafter called the "PROJECT"; and WHEREAS, the AUTHORITY and the COUNTY a e desirous of cooperating in the construction of the PROJECT, providing for a division of cost thereof, and of dividing the maintenance responsibilities thereof following completion of the PROJECT; and WHEREAS, a cooperative intergovernmental ag eement is appropriate and such an agreement is authorized and encouraged by Article II, Section 10 of the Constitution and the Intergovernmental Cooperation Act, 5 ILCS 2211/1, et seq.; and WHEREAS, it is in the best interests of the AUTH n RITY and the COUNTY to enter into this Agreement. NOW, THEREFORE, in consideration of the m tual covenants contained herein and the above recitals, the parties hereto agree as foil ows: (RandalRd.Agr:10-06-96/CIP-92-682} - 2 - I I - PRELIMINARY ENGINEE"ING 1. The AUTHORITY agrees to prepare or cause to be prepared the contract plans, special provisions and estimate, receive bids and award the construction contract for the PROJECT and provide engineering inspe« ion thereof during construction. 2. Prior to advertising for letting, the AUTHORITY .hall submit to the COUNTY, for review and comment, the plans and special previsions for the PROJECT. The AUTHORITY shall further submit to the COUN , for review and approval said portion of the plans and special provisions relating to the planned improvements on Randall Road and the estimate for the PROJEC . After review thereof, within ten (10)working days of receipt of said portion of the •lans and special provisions, the COUNTY will send to the AUTHORITY a letter ei her approving the documents or stating any objections thereto, including reason• therefor. Approval thereof shall not be unreasonably withheld. No major changes n the approved plans and special provisions relating to the PROJECT shall be mad= by the AUTHORITY without prior notice to the COUNTY. Such proposed changes, if any, in the approved plans and special provisions shall be promptly reviewed by the COUNTY and comments forwarded to the AUTHORITY in writing within five (5) working days. If the AUTHORITY receives no written or verbal respo se from the COUNTY within five (5) business days after delivery to the COUN , the proposed change shall be deem approved by the COUNTY. {RandalRd.Agr:10-06-96/CIP-92-682} - 3 - • J' 3. The AUTHORITY shall pay all design engineeri g cost related to the PROJECT, subject to reimbursement as hereinafter stipulat=d. 4. It is understood that Randall Road improvements -s part of the PROJECT shall not include the adding of additional lanes of thr•ugh traffic and as part of the PROJECT, other than those improvements ecessary to accommodate the movement of traffic through the interchange, including without limitations, crossroad realignment with two through traffic lanes and a u propriate turn lanes. II - RIGHT-OF-WAY AC*UI',ITION 1. The COUNTY agrees to make every reasona•le effort to timely acquire, in the name of the AUTHORITY and at the COUNTY'. sole cost, and at no cost to the project, and in substantial accordance with he AUTHORITY's policies and procedures, all right-of-way and easements equired for or incidental to the construction of the PROJECT. The AUTHORITY shall not be obligated to proceed with the construction of the PROJECT until all su• right-of-way has been acquired. Provided, however, that if the COUNTY gives th- AUTHORITY written notice that it has been unsuccessful at acquiring all or an portion of such right-of-way and easements, and the COUNTY has made a good faith effort in acquiring property, then the AUTHORITY shall use all powers gr:nted to it by law or in equity to acquire such rights-of-way and easements. All costs of the right-of-way acquisition to be expended by the AUTHORITY in such acquisition shall, subject to prior approval by the COUNTY, be paid by the CO NTY. Such approval shall not be {RandalRd.Agr:10-06-96/CIP-92-682} -4 - • unreasonably delayed or withheld and shall be de=med granted if the AUTHORITY receives no response from the COUNTY within fi e (5) working days. 2. For all right-of-way not acquired by the AUTHO',ITY and instead acquired by the COUNTY or others, the COUNTY agrees to fu nish the AUTHORITY with title insurance policies and the original conveyance ins ruments or court orders for each parcel of right-of-way for the PROJECT. 3. It is understood and agreed that the cost of the rig t-of-way acquisition shall include the acquisition price thereof (including damages, if any) as well as the preparation costs of plats of survey and legal descriptions, the costs and expenses of appraisal, negotiation, title evidence, relocation assis Bance and payments, property management, reasonable attorneys fees, expert itness fees and the cost of other such legal services as may be required or incurr:d. Cost associated with clearing and grubbing, demolition or any work required to prepare the land for construction shall be included in right-of-way cost. 4. In order to allow for the COUNTY's required mai tenance of certain portions of the PROJECT in accordance with Article V hereof, the AUTHORITY shall cooperate with all actions necessary to annex that portion o right-of-way to be maintained by the COUNTY. {Randal Rd.Agr:10-06-96/C I P-92-682} - 5 - • 5. It is understood that the AUTHORITY has not co sented in this Agreement to the transfer of any interest in AUTHORITY pro•erty or right-of-way which the AUTHORITY deems necessary for the mainte ance and operations of the Toll Highway system. III - CONSTRUCTION AND CONSTRUCT ON ENGINEERING 1. The AUTHORITY agrees to furnish all inspection engineering during construction, and to cause the PROJECT to be built subs antially in accordance with the approved plans and special provisions. Subjeci to reimbursement as hereinafter stipulated. 2. Any proposed changes in plans or special provisi•ns during construction (i) related to the Randall Road improvements or (ii) which ould cause the PROJECT not to be built in substantial accordance with the appro ed plans and special provisions, shall be submitted to the COUNTY for prior writ en approval. The COUNTY shall respond within five (5) business days to such su•mittal. Said approval(s) shall not be unreasonably delayed or withheld. If the A THORITY receives no written or verbal response from the COUNTY within five (5 business days after delivering to the COUNTY, the proposed change shall be themed approved by the COUNTY. Any approved changes shall be considered a p-rt of the plans and specifications. 3. The AUTHORITY shall give ten (10) calendar d-ys notice of the COUNTY prior to commencement of construction work on the PROJECT. {RandalRd.Agr:10-06-96/CIP-92-682} - 6 - • 4. The AUTHORITY shall require its contractor t• have full responsibility for the installation, maintenance and removal of temp•rary traffic control devices along Randall Road and the Northwest Tollway within the construction limits detailed in the approved plans and special provisions. S-id contractor shall be required to meet regularly with COUNTY through the AUTH RITY representatives in order to keep them abreast of maintenance of traffic ch-:nges or deficiencies, and to give them 24-hour minimum notice of proposed pha•e changes. The contractor shall comply with all special provisions for traffic con'rol contained in the contract. 5. The COUNTY and the contractor shall meet with the AUTHORITY at a pre- construction meeting, at which time the contract•r shall present for the approval of the COUNTY and the AUTHORITY the traffic c•ntrol devices and procedures he intends to use on the PROJECT. 6. If any of the proposed construction on the PRO ECT requires the AUTHORITY to adjust or relocate existing tollway facilities or utili ies not included on the approved plans and special provisions, the AUTHORITY sh-II have the right to add such work to the contract during construction of the PROJE I T, and all costs incurred therefor shall become a part of the cost of construction of the PROJECT to be reimbursed or paid for as provided hereinafter in Article IV. 7. The AUTHORITY shall require the contractor t. indemnify and hold harmless the COUNTY in accordance with the indemnificat on provided the AUTHORITY in {RandalRd.Agr:10-06-96/CIP-92-682} - 7 - Article 107.14 of the AUTHORITY's Standard Spei ifications. This requirement shall be included in the special provisions of the cons ruction contract. 8. The AUTHORITY shall require that the contr:ctor execute full and complete releases of the COUNTY for any and all claim- of the contractor, except claims related to the COUNTY's intentional or malicio s conduct, prior to making final payment to the contractor. 9. The AUTHORITY shall require that the COUN , and its employees, be included as additional insured parties in all insurance requi ed of the contractor, and that the COUNTY be added as an additional protested party on all payment and performance bonds required of the contractor. opies of said insurance policies and bonds shall be delivered to the COU TY prior to commencement of construction. This requirement shall be include• in the special provisions for the construction contract. 10. The COUNTY shall have all reasonable rights of inspection during the progress of the work on the Randall Road portion of the PRO ECT, however any inspection by the COUNTY shall be pursuant to prior reasona.le notice to the Chief Engineer of the AUTHORITY or his authorized representati e. The COUNTY representative shall promptly notify the Chief Engineer of th AUTHORITY or his authorized representative where such construction deviates from approved plans and special {RandalRd.Agr:10-06-96/CIP-92-682} - 8 - i •i f tt t r provisions and the AUTHORITY shall thereafter cause said work to be performed in accordance with said approved plans and spa cial provisions. When the work is complete, the AUTHORITY s all give notice to the COUNTY of the date for final inspection of the work. The C•UNTY shall have five (5) working days from the receipt of said notice to inspect the Randall Road work. In the event the COUNTY identifies work that does not confo to the contract plans and special provisions, it shall notify the Chief Engine:r of the AUTHORITY of such nonconformity and shall promptly detail in writi g each item of work that requires correction. Should the COUNTY fail to conduct it. inspection within the five (5) day time period, it shall be deemed to have approv=d said work. 11. The AUTHORITY shall not issue final payment to the contractor for the work on the PROJECT until all work is completed in substan ial compliance with the approved plans and special provisions and the COU TY has had an opportunity for inspection of the Randall Road work as called for in this Agreement. 12. The AUTHORITY shall cause utilities, locat-d in the existing AUTHORITY right-of-way, to be relocated at no expense to t e COUNTY, but only in the event that the AUTHORITY has an agreement with -n affected utility to relocate at no expense to the AUTHORITY. In the absence of s ch a utility agreement, any costs associated therewith shall be a part of the cost o the PROJECT and be subject to reimbursement or payment as hereinafter stipul:ted. Right-of-way acquisition for {RandatRd.Agr:10-06-96/CIP-92-682} - 9 - utility relocation shall be the sole responsibilit, of the COUNTY and shall be obtained and paid for by the COUNTY in accorda ce with Article II, Para. 1 hereof. 13. The AUTHORITY shall pay all engineering a d construction costs, subject to reimbursement thereof by the COUNTY, as her=inafter stipulated. IV - CONSTRUCTION FINA CING 1. It is further agreed that the COUNTY shall r:imburse to the AUTHORITY all engineering and construction costs associated ith Randall Road improvements and two-thirds (2/3) of the cost associated with th= removal and relocation of Mason Road. The COUNTY shall pay fifty percent (5•%) of their cost within thirty (30) days of the issuance of a notice to proceed wit construction and the remaining balance one year from start of the construct on. The AUTHORITY shall be responsible for all other costs, excluding, howev-r, any and all right-of-way costs. 2. Either the AUTHORITY or the COUNTY may, a er the construction contracts are let by the AUTHORITY, request that supplem-ntal work, not necessary to the completion of the PROJECT, that increases the total cost of the PROJECT or more costly substitute work be added to the construct on contract and the AUTHORITY will cause said supplemental work or such su•stitute work to be added to the construction contract(s), provided that said wor will not delay construction of the improvements. However, the party requesting or causing said non-essential supplemental work or more costly substitute wo k shall pay for the cost increases {RandalRd.Agr:10-06-96/CIP-92-682} - 10 - of said work at the time of the request, in additio to the costs otherwise provided in this Agreement to be paid by the party. V - MAINTENANCE 1. Upon completion of the PROJECT it is agreed that the maintenance responsibilities therefor shall be divided between the AUTHORI and the COUNTY as follows: a. Until such time as the AUTHORITY -nters into a separate, future maintenance agreement with another !overnmental body(ies) for the maintenance obligations set forth below the COUNTY shall maintain or cause to be maintained the following: (1) All through lanes, turning lanes, m:dians, curbs, gutters, shoulders, guardrails, signs (excluding Tollw:y signs), drainage installations, slopes and embankments adjac-nt to the through lanes, and appurtenances within the Randall Road right-of-way and not inaccessible by reason of access I ontrol fencing. (2) The following portions of the grad: separation structure: (a) Complete deck and wearin! surface above structural beams and girders. {Randal Rd.Ag r:10-06-96/C I P-92-682} - 11 - • (b) Guardrails. (c) Drainage facilities above st uctural beams and girders. (3) The COUNTY highway grassed are-s and embankments adjacent to Randall Road. (4) All roadway lighting and traffic si•nals on Randall Road, including energy costs. (5) All energy and maintenance cost fo traffic signals at the intersection of Randall Road and Toll Highwa ramps. b. The AUTHORITY shall maintain, or cans= to be maintained, until such time as it enters into a separate maintenance -greement the following: (1) All ramp pavement to the point whe e the ramps meet Road mainline pavement, including ramp sho Iders, embankments, drainage structures and curbs and gutters -nd/or guardrail adjacent thereto. (2) All drainage facilities which carry :xclusive Tollway drainage. {RandalRd.Agr:10-06-96/CIP-92-682} - 12 - (3) All grassed areas and embank ents within the AUTHORITY right-of-way not previously speci ied to be maintained by the COUNTY. (4) All Tollway ramp lighting, including energy costs. (5) All fences that control access to A THORITY property. 2. As used herein the terms"maintenance" or "maint:in" shall refer to the satisfactory upkeep, repair, reconstruction and operation o the right-of-way and facilities to assure safe and continued use and preservation i cluding, but not limited to, snow and ice control, pavement patching, pavemen marking, signs (traffic control), resurfacing, the removal of dirt and debris and t e upkeep of grassed and infield area. 3. Any maintenance work required to be performed by a party to this agreement may be performed by the other party, following ten (1 I) calendar days advance written notice identifying the work to be performed and equesting the maintenance work to be performed within a reasonable specified tim-, if the party responsible for said maintenance work pursuant to this Agreement f.:ils thereafter to perform. In such event, the party who thereafter performs work reuired hereunder to be performed by the other party shall be entitled to prompt r imbursement of actual costs and expenses of said maintenance. {Randal Rd.Agr:10-06-96/C I P-92-682} - 13 - • 4. These maintenance provisions shall replace a d supersede any and all prior maintenance agreements relating to this intercha ge area. VI - GENERAL THIS AGREEMENT and the covenants contained erein shall become null and void in the event the contract covering the construction ork contemplated herein is not awarded by Wherever in this Agreement the approval or rev ew of either the COUNTY or the AUTHORITY is provided for, said approval or review s all not be unreasonably delayed or withheld. Any dispute concerning the final plans and sp:cifications or in carrying out the terms of this Agreement shall be resolved by a meeting .f the COUNTY Engineer and the Chief Engineer of the AUTHORITY. Any dispute not res•Ived as provided above shall be resolved by decision of the COUNTY Board Chairman and the Executive Director of the AUTHORITY, and their decision shall be final. Not later than fourteen (14) days after the execut on of this Agreement, each party shall designated representative in writing to the other pa y who shall serve as the full time representative of the said party during the carryin• out of the construction of the improvements. Each representative shall have the au hority on behalf of such party, to receive notices and make inspections and give approv-Is relating to the work covered by (RandalRd.Agr:10-06-96/C1P-92-682) - 14 - ► 1 14 6 4 this Agreement. Representatives may be changed, fro m time to time, by subsequent written notice. Each representative shall be readily avail::ble to the other party and shall devote full time to this work. THIS AGREEMENT shall be executed in six cou terparts each of which shall be deemed as original. {RandalRd.Agr:10-06-96/CIP-92-682} - 15 - + • a . . . , ,� THIS AGREEMENT shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. THE ILLINOIS STATE TOLL H WAY AUTHORITY �I By: diairman 4 Chief Engin- - Attest: 4.„ Assistant Se tary KANE COUN By: J& d.(aClAOMA(2\ - County Boar Chairman Attest: 4,1_,,e..4.4.:,,...t.. c4fiLy u clerk 0.,,t3" . ter; fyTiM .�A '� N r, (1 Approved to Form and Constitutionality Alf, _ f% A • .. 2,- A, , Attorney cg n: , State of Illinois {RandalRd.Agr:10-06-96/C -92-682} - 16 - KANE COUNTY DIVISION OF TRANSPORTATION 41W011 Burlington Road St. Charles, Illinois 60175 TRANSMITTAL SLIP DATE No ember 22 , 1995 TO: Mr. Richard Helwig, City Man.ger , City of Elgin FROM: Nabi R. Fakroddin - Director SUBJECT: Agreement - NW Tollway at Randall Road 1 - County/Tollway Agr_ement for subject project for your i formation call ( ) For your Information/File ( ) Plea-e Me see ( ) Note & Return ( ).. Plea-e Process ( ) Investigate & Report ( ) Plea a Reply for My S'gnature ( ) Review & Comment ( ) Per our Request ( ) Please Report on Current Status ( ) For 'our Approval & Si:.nature COMMENTS: