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13-70 Resolution No. 13-70 RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT WITH THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY AND THE FOREST PRESERVE DISTRICT OF KANE COUNTY FOR WETLAND MITIGATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute an Intergovernmental Agreement with the Illinois State Toll Highway Authority and the Forest Preserve District of Kane County on behalf of the City of Elgin for wetland mitigation, in substantially the form of the intergovernmental agreement attached hereto with such revisions thereto as approved by the corporation counsel. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 10, 2013 Adopted: April 10, 2013 Vote: Yeas: 6 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk City of Elgin Memorandum Date: October 17, 2013 To: Kimberly Dewis, City Clerk From: William A. Cogley, Corporation Counsel/Chief Development Officer Subject: Intergovernmental Agreement Between the Illinois State Toll Highway Authority, the Forest Preserve District of Kane County and the City of Elgin Regarding the . Fox River Country Day School Property Attached for the city clerk's files is an original fully executed copy of the above-referenced agreement dated August 13, 2013. WM v WAC ksb Attachments cc: Sean R. Stegall (via e-mail w/attachment) Richard G. Kozal (via e-mail w/attachment) Colleen Lavery (via e-mail w/attachment) INTERGOVERNMENTAL AGREEMENT BETWEEN THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY, THE FOREST PRESERVE DISTRICT OF KANE COUNTY AND THE CITY OF ELGIN This INTERGOVERNMENTAL AGREEMENT (hereinafter referred to as the "AGREEMENT") is entered into this 1`�)44'�'day of AD, 2013, by and between THE ILLINOIS STATE TOLL HIGHWAY AU I ORITY, an instrumentality and administrative agency of the State of Illinois, hereinafter called the "TOLLWAY", the FOREST PRESERVE DISTRICT OF KANE COUNTY, a body politic and corporate of the State of Illinois, hereinafter called the DISTRICT, and THE CITY OF ELGIN, a municipal corporation of the State of Illinois, hereinafter called the "CITY", individually referred to as "PARTY", and collectively referred to as "PARTIES". WITNESSETH: WHEREAS, the TOLLWAY in order to facilitate the free flow of traffic and ensure safety to the motoring public, intends to improve the Jane Addams Memorial Tollway (1-90) from the John F. Kennedy Expressway to Illinois Route 39 (hereinafter sometimes referred to as "Toll Highway"), and included in multiple TOLLWAY construction contract(s) (hereinafter referred to as the "PROJECT"); and WHEREAS, the TOLLWAY, as part of the PROJECT, is disturbing wetlands and waters and must mitigate these impacts as is required by the Clean Water Act, 33 U.S.C. Sec. 1251 et seq., hereinafter referred to as the "MITIGATION", and for recording purposes shall be known as 002013-14 which MITIGATION is set forth in the Forested Fen and Seep Restoration plan, approved by the PARTIES hereto; and WHEREAS, the TOLLWAY has applied for multiple permits from the United States Army Corps of Engineers, hereinafter referred to as the "USACE", to fulfill mitigation needs caused by the PROJECT, including, but not limited to Permits LRC- 2012-444 and LRC-2012-164: and WHEREAS, the CITY has acquired or is in the process of acquiring a 53 acre natural area, hereinafter referred to as the "Fox River Country Day School Mitigation Site". but not including the portion of the site to be retained by the Max McGraw Wildlife Foundation, (the "SITE"), in Elgin, which would potentially yield 5.75 acres of mitigation credit, the TOLLWAY believes the SITE will satisfy its MITIGATION needs; and WHEREAS, the CITY agrees to establish a conservation easement in favor of the DISTRICT on the upland/developed portion of the SITE (the "CITY PORTION OF THE SITE") which will provide for certain preservation requirements with respect to the CITY PORTION OF THE SITE in conjunction with the DISTRICT and TOLLWAY to be 1 administered by the DISTRICT in effort to fulfill the MITIGATION requirements of Permit LRC-2012-164; and WHEREAS, the CITY agrees to donate the forested/undeveloped portion of the SITE to the DISTRICT (the "DISTRICT PORTION OF THE SITE") reserving unto the CITY an easement for utilities which are presently located thereon, whether those utility rights arose under or by a recorded easement or by more previous installation and use, and the DISTRICT agrees to accept such donation and to conduct restoration measures to the DISTRICT PORTION OF THE SITE: and WHEREAS, it is anticipated that the restoration of the DISTRICT PORTION OF THE SITE will result in wetland credits necessary to fulfill the MITIGATION , requirements of LRC-2012-444 and that the MITIGATION shall achieve USACE wetland mitigation standards within a five (5) year timeframe, subsequent to conveyance of the SITE, the DISTRICT will within one hundred twenty (120) days initiate by filing a petition for the recognition of and formal protection of the natural features of the DISTRICT PORTION OF THE SITE as the Forested Fen Nature Preserve in accordance with the Illinois Natural Areas Preservation Act (525 ILCS 30), in an effort to fulfill the TOLLWAY's mitigation needs on the SITE associated with the TOLLWAY's USACE LRC-2012-444 permit, and to abide by all conditions set forth therein; and WHEREAS, the TOLLWAY; the DISTRICT and the CITY by this instrument, desire to determine and establish their respective responsibilities toward engineering, construction, funding, maintenance and monitoring of the MITIGATION as proposed; and WHEREAS, the TOLLWAY by virtue of its powers as set forth in the "Toll Highway Act," 605 ILCS 10/1 et seq. is authorized to enter into this AGREEMENT; and WHEREAS, the DISTRICT by virtue of its powers as set forth under the Downstate Forest Preserve Act, 70 ILCS 805/.001 et seq. is authorized to enter into this AGREEMENT; and WHEREAS, the CITY by virtue of its powers as set forth in the Illinois Municipal Code 65 ILCS 511-1-1 et seq. and as a home rule unit 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 et seq. NOW, THEREFORE, in consideration of the aforementioned recitals and the mutual covenants contained herein, the PARTIES hereto agree as follows: I. ENGINEERING 2 A. The TOLLWAY agrees, at its sole expense, to develop the conservation easement, to perform preliminary and final restoration planning, obtain necessary surveys, and prepare the final restoration plan for the MITIGATION. B. The PARTIES agree that the conservation easement on the CITY PORTION OF THE SITE shall provide that the purpose of such easement is to ensure that the environmental conditions on the adjacent DISTRICT PORTION OF THE SITE are not damaged or destroyed by future development activities on the CITY PORTION OF THE SITE. The conservation easement shall allow the CITY the right to use and further develop or redevelop the CITY PORTION OF THE SITE in any manner not prohibited by the easement. The conservation easement shall further provide that the CITY shall retain the right to use and further develop or redevelop the CITY PORTION OF THE SITE as long as future development of the CITY PORTION OF THE SITE does not increase impervious surfaces on the CITY PORTION OF THE SITE to more than 110% of the current amount of impervious surfaces on the CITY PORTION OF THE SITE. The draft conservation easement to be presented by the TOLLWAY to the CITY and the DISTRICT shall be consistent with the foregoing terms as specified herein. The CITY and DISTRICT shall review the conservation easement providing for the preservation of the CITY PORTION OF THE SITE within fifteen (15) calendar days of receipt thereof. If the TOLLWAY does not receive comments or objections from the CITY or DISTRICT within this time period, the lack of response shall be deemed approval of the conservation easement. Approval by the CITY and DISTRICT shall mean the CITY and DISTRICT agree with all restrictions set forth in the conservation easement. In the event of disapproval, the CITY will detail in writing its objections to the conservation easement for review and consideration by the TOLLWAY. C. The DISTRICT shall review the plans which impact the MITIGATION for the DISTRICT PORTION OF THE SITE within fifteen (15) calendar days of receipt thereof. If the TOLLWAY does not receive comments or objections from the DISTRICT within this time period, the lack of response shall be deemed approval of the plans and specifications. Approval by the DISTRICT shall mean the DISTRICT agrees with all work in the plans, including alignment and location of the MITIGATION improvements. In the event of disapproval, the DISTRICT will detail in writing its objections to the proposed plans and specifications for review and consideration by the TOLLWAY. D. Any dispute concerning the conservation easement or plan shall be resolved in accordance with Section VIII of this AGREEMENT. E. The TOLLWAY agrees to assume the overall responsibility for the U.S. Army Corps of Engineers permits and any other joint participation and/or force account agreements as may be required for the MITIGATION. IL RIGHT OF WAY A. The acquisition or transfer of TOLLWAY right of way is not required for the construction of the MITIGATION pursuant to the approved plans and specifications. Therefore, it is understood by the PARTIES hereto that there will be no exchange of any interest in TOLLWAY right of way for the MITIGATION. B. The CITY shall donate the forested the DISTRICT PORTION OF THE SITE to the DISTRICT thereby providing the DISTRICT title of the DISTRICT PORTION OF THE SITE reserving unto the CITY in such conveyance, an easement for utilities which are presently located thereon, whether those utility rights arose under or by a recorded easement or by mere previous installation and use. The DISTRICT agrees to accept from the CITY the donation of the DISTRICT PORTION OF THE SITE subject to such reserved rights and the other obligations hereunder. The CITY and the DISTRICT will agree on legal descriptions of the CITY PORTION OF THE SITE and the DISTRICT PORTION OF THE SITE. The CITY PORTION OF THE SITE will consist of the approximately eastern half of the SITE, which is currently improved with various buildings. The DISTRICT PORTION OF THE SITE will consist of the approximately western half of the SITE which is forested but not including the portion of the SITE to be retained by the Max McGraw Wildlife Foundation. III. UTILITY RELOCATION A. At all locations where utilities are located on CITY rights of way and must be adjusted due to work proposed by the TOLLWAY, in connection with the TOLLWAY PROJECT, the CITY agrees to issue at no cost to the TOLLWAY CITY permits for such utility adjustments and to otherwise reasonably cooperate with the TOLLWAY and the applicable utility regarding such utility adjustments. IV. CONSTRUCTION A. In the event the DISTRICT uses contractors to implement the MITIGATION, the DISTRICT shall advertise and receive bids, and as applicable, provide construction engineering inspections for and cause the MITIGATION to be constructed in accordance with the plans and specifications. It is understood and agreed that tree trimming, tree thinning, brush removal and other similar non- structural landscape and natural resources work shall not require the oversight of a construction engineer. B. After award of the construction contract(s), any proposed deviations from the plans and specifications that affect the TOLLWAY shall be submitted to the TOLLWAY for approval prior to commencing such work. The TOLLWAY shall review the proposed deviations and indicate its approval or disapproval thereof in writing. If the proposed deviation to the plans and specifications are not acceptable, the TOLLWAY shall detail in writing its specific objections. 4 C. After award of the construction contract(s), assuming there are no proposed deviations from the plans and specifications that affect the TOLLWAY, the DISTRICT shall provide no less than five (5) calendar days' written notice to the TOLLWAY prior to commencement of work on the MITIGATION. D. The DISTRICT, its contractor or vendor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the DISTRICT, its contractor, vendor, his agents, representatives, employees or subcontractors. Work shall not commence until all insurance required by this section has been obtained. All coverage's must be with Insurance Companies with an A.M. Best Company financial rating of"A minus" or better. 1. Minimum Scope of Insurance Coverage shall be at least as broad as: a. Commercial General Liability coverage on an unmodified, Insurance Service Office "Occurrence" form, current edition. b. Automobile Liability on an unmodified, Insurance Service Office form, current edition. c. Worker's Compensation insurance as required by the State of Illinois. 2. Minimum Limits of Insurance Contractor or vendor shall maintain no less than: a. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage and the general aggregate shall be twice the required occurrence limit. b. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. c. Worker's Compensation and Employers Liability: Statutory Limits with Employers Liability limit of$500,000 per occurrence. d. The TOLLWAY shall be named "Additional Insured" for the commercial general liability and automobile liability coverage. This coverage shall be primary for the Additional Insured and not contributing with any other insurance or similar protection available to the Additional Insured, whether said other coverage be primary, contributing or excess. e. All deductibles or self-insured retentions must be declared and approved by the TOLLWAY. Proof of insurance shall include originals of the applicable "additional insured" endorsements for approval of the TOLLWAY. Any failure 5 by the TOLLWAY to request proof of insurance will not waive the requirement of maintenance of minimum protection specified. E. The TOLLWAY 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 MITIGATION. The TOLLWAY shall assign personnel to perform inspections on behalf of the TOLLWAY of all work included in the MITIGATION, and will deliver written notices to the City Engineer of the CITY advising the CITY as to the identity of the individual(s) assigned to perform said inspections. F. Notices required to be delivered by either PARTY pursuant to this AGREEMENT shall be delivered as indicated in Section VIII of this AGREEMENT. G. No inspections or approvals by the TOLLWAY or its employees, officers or agents shall relieve the DISTRICT's contractor(s) of responsibility and liability for the proper performance of the work as determined by the TOLLWAY. DISTRICT inspections and approvals shall not be considered a waiver of any right the TOLLWAY may have at law or pursuant to this AGREEMENT. All TOLLWAY communications and correspondence with the DISTRICT's contractor(s) or relating to a contract shall be through the DISTRICT, unless otherwise specifically directed by the DISTRICT. In the event a TOLLWAY representative discovers work that is not being performed or has not been performed in accordance with the approved plans and specifications, the representative shall promptly notify in writing the DISTRICT or the DISTRICT's duly designated representative. V. FINANCIAL A. It is mutually agreed by the PARTIES hereto that the cost to the TOLLWAY for the MITIGATION is $2,600,000. B. The TOLLWAY agrees that upon execution of this AGREEMENT for the MITIGATION and receipt of an invoice from the CITY, the TOLLWAY will pay to the CITY in a lump sum an amount equal to 100% of its obligation incurred under this AGREEMENT. It is agreed and understood by the PARTIES hereto that the CITY will be utilizing the $2,600,000 received from the TOLLWAY towards the purchase price of the SITE. VI. MAINTENANCE - RESPONSIBILITIES A. It is understood and agreed by the PARTIES that the DISTRICT and the CITY shall retain jurisdiction and maintenance responsibilities for the SITE. 6 B. During construction, the DISTRICT shall continue to maintain all portions of the MITIGATION within the DISTRICT PORTION OF THE SITE pursuant to the approved plan. C. The DISTRICT agrees to monitor the DISTRICT PORTION OF THE SITE and associated buffer areas for a period of five (5) years, or until the USACE signoff on the MITIGATION. D. The DISTRICT shall prepare and deliver an annual report to the TOLLWAY by January 31 st of each year showing its performance of enhancement activities and funds used from the previous year, in performing the activities in accordance with this AGREEMENT. VII. TERM AND TERMINATION A. The term of this AGREEMENT shall be from the date of the last signature showing approval by all PARTIES, to the date the USACE signs off on the MITIGATION SITE as fulfilling the TOLLWAY's obligation and Permit requirements. B. In the event the CITY is unable to acquire title to the SITE within ninety (90) days after the entry into this AGREEMENT, the CITY shall provide the DISTRICT and the TOLLWAY written notice thereof, whereupon the CITY, DISTRICT or TOLLWAY may terminate its participation in this AGREEMENT upon sixty (60) days written notice to the other PARTIES. In the event of such termination this AGREEMENT shall be null and void without further obligation of the PARTIES hereto except as provided for in Section C, below. C. The CITY shall prepare and provide the TOLLWAY with a final accounting of all funding made available to the CITY by the TOLLWAY that was used for the restoration and enhancement activities. For the purposes of this AGREEMENT, it is agreed and understood that the CITY's expenditure of funds for the purchase of the SITE will be considered as preservation activities. The CITY, upon the TOLLWAY's concurrence to that accounting, shall deliver a refund check to the TOLLWAY, within forty five (45) days from termination of this AGREEMENT, for funds not expended. D. The DISTRICT shall prepare and deliver a final report showing its performance of enhancement activities through the date of termination and such final monitoring report as may be appropriate to the timing of the termination. E. The DISTRICT and the CITY agrees that after termination they will allow such access to the SITE by the TOLLWAY and/or permitting agencies as may be necessary for evaluation of what mitigation credits the TOLLWAY will receive for restoration and enhancement activities performed under this AGREEMENT on the SITE, prior to termination. 7 VIII. GENERAL PROVISIONS A. It is understood and agreed that this is an AGREEMENT between the City of Elgin, the Forest Preserve District of Kane County and the Illinois State Toll Highway Authority. B. It is understood and agreed that this AGREEMENT constitutes the complete and exclusive statement of the agreement of the PARTIES relative to the subject matter hereof and supersedes all previous oral and written proposals, negotiations, representations or understandings concerning such subject matter. C. Wherever in this AGREEMENT approval or review by the CITY, the DISTRICT or the TOLLWAY 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 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. E. In the event of a dispute between the PARTIES hereto in the carrying out of the terms of this AGREEMENT, the Chief Engineer of the TOLLWAY, the Executive Director of the DISTRICT and the CITY's Engineer shall meet and resolve the issue. In the event that they cannot mutually agree on the resolution of a dispute concerning the plans and specifications or in the carrying out of the terms of this AGREEMENT, the decision of the Chief Engineer of the TOLLWAY shall be final. F. 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. G. Under penalties of perjury, the CITY certifies that its correct Federal Tax Identification number is 36-6005862 and it is doing business as a governmental entity, whose mailing address is City of Elgin, 150 Dexter Court, Elgin Illinois 60120. H. This AGREEMENT may only be modified by written modification executed by duly authorized representatives of the PARTIES hereto. 1. If the DISTRICT does not commence the MITIGATION work within one (1) year from the date of execution of this AGREEMENT, or if the DISTRICT fails to 8 perform the MITIGATION work in accordance with the approved MITIGATION plans, the TOLLWAY shall provide the DISTRICT and the CITY with written notice of the DISTRICT's failure to perform said work. Upon receipt of the TOLLWAY's notice, the DISTRICT shall be afforded thirty (30) days in which to cure its nonperformance. If within thirty (30) days of said written notice the DISTRICT has not reasonably cured, the CITY shall be thereafter authorized to perform, or cause to be performed, the MITIGATION work, and the DISTRICT shall reimburse the CITY all of the costs that the CITY incurs with respect to the same. The DISTRICT shall provide to the CITY and its contractors such access to the DISTRICT PORTION OF THE SITE as may be reasonably required to accomplish the MITIGATION work. In the event the DISTRICT fails to provide reimbursement to the CITY for the costs the CITY incurs to perform the MITIGATION work, or fails to provide the CITY access to perform the MITIGATION work, the CITY shall be authorized and have the right to seek such contractual, legal or equitable remedies as may be suited to enforce its rights to the same. If the CITY fails to exercise its rights to perform, or cause to be performed, the MITIGATION work under this Paragraph 1, or, having undertaken to exercise its rights to perform the MITIGATION work, fails to perform the MITIGATION work in accordance with the approved MITIGATION plans, within two (2) years from the date of the execution of this AGREEMENT, then the TOLLWAY shall have the right to declare this AGREEMENT and the covenants contained herein null and void. Upon default of the DISTRICT and the CITY, the TOLLWAY will receive an automatic access easement from the DISTRICT to complete all remaining work after the default, and the DISTRICT and CITY shall reimburse the TOLLWAY for the remaining value of the work. The value of the MITIGATION work is estimated at $300,000. J. This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES hereto and their respective successors and approved assigns. K. The failure by the TOLLWAY, the DISTRICT or the CITY 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 TOLLWAY, the DISTRICT or the CITY 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: 9 i To the TOLLWAY: The Illinois Toll Highway Authority 2700 Ogden Avenue Downers Grove, Illinois 60515 Attn: Chief Engineer To the DISTRICT: The Forest Preserve District of Kane County 1996 South Kirk Road, Suite 320 Geneva, Illinois 60134 Attn: Executive Director To the CITY: The City of Elgin 150 Dexter Court Elgin, Illinois 60120 Attn: City Engineer N. The CITY certifies that it is not barred from being awarded a contract under 30 ILCS 500/50-10. Section 50-10 prohibits a contractor from entering into a contract with a State agency if the contractor has been convicted of a felony and 5 years have not passed from the completion of the sentence for that felony. The contractor further acknowledges that the chief procurement officer may declare the related contract void if this certification is false. O. The CITY certifies that neither the CITY nor any substantially owned affiliate is participating or shall participate in an international boycott in violation of the U.S. Export Administration Act of 1979 or the applicable regulations of the U.S. Department of Commerce. This applies to contracts that exceed $10,000 (30 ILCS 582). P. The CITY and the DISTRICT agree to maintain books and records related to the performance of this AGREEMENT and necessary to support amounts charged to the TOLLWAY, the DISTRICT and/or the CITY under the AGREEMENT for a minimum of three (3) years from the last action on the AGREEMENT. The DISTRICT and the CITY further agree to cooperate fully with any audit and to make its books and records, and books and records within its custody or control available to the Illinois Attorney General, the Illinois Auditor General, the TOLLWAY Inspector General, the TOLLWAY Department of Internal Audit, the TOLLWAY or any other governmental agency or agent thereof that is authorized to audit or inspect such books and records. Q. The introductory recitals included at the beginning of this AGREEMENT are agreed to and incorporated into this AGREEMENT. 10 I IN WITNESS THEREOF, the PARTIES have executed this AGREEMENT on the dates indicated. THE CITY OF ELGIN By: OAAI tic Attest:CLI David Kaptai a r Kimberly A. Dewis, City Clerk Date: July 31, 2013 THE FOREST PRESERVE DISTRICT OF KANE COUNTY By: Attest: John Ho fit, President. Kane C my Forest Preserve `1 District ommission (Please Pri Name) Date. u u z LQ/2 TH LLINOIS S ATE TOLL HIGHWAY AUTHORITY BY: Date: Kristi �de&, Executiv Director By: �-� Date: l b Iq A3 Michael Colsch. Chief of Finance By: Date: /o S/ / David A. Goldberg, G eral Counsel Approved as to Form and Constitutionality k -L ( I I� Tiffan Bo , Assistant Attorney General, State of Illinois JMR IGA Elgin R Kane County Forest Preserve District 1-90(m11 2-; Wetlattd Mitigation Revised 4/19/13 11 ,j 3/28/13 6.4/1 RESOLUTION NO. 19954 Background The Tollway, the City of Elgin (the "City") and the Kane County Forest i Preserve District (sometimes referred to as the "District") wish to enter into an Intergovernmental Agreement to aid the Tollway in securing certain permits from the USACE. The Tollway, as part of the widening and reconstruction of the Jane Addams Memorial Tollway (I-90) from the John F. Kennedy Expressway to Illinois Route 39, is disturbing wetlands and waters and must mitigate these impacts, as required by State and Federal law. The City has newly acquired a natural area (the "Site"), which the Tollway believes would satisfy its mitigation needs of 2.63 acres. The Tollway will reimburse the City for$2,600,000.00 of the purchase price of the Site. The City agrees to establish a conservation easement on the upland/developed portion of the Site, to be administered by the District in effort to fulfill the mitigation requirements of Permit LRC-2012-164. The City also agrees to donate the forested/undeveloped portion of the Site to the District, and--the-District- agrees to--conduct restorative measures- And--then submit for dedication said portion of the Site as an Illinois Nature Preserve in effort to fulfill the mitigation requirements of Permit LRC-2012-444. Resolution The General Counsel and the Chief of Engineering are hereby authorized to enter into an Intergovernmental Agreement with the District and City for wetland mitigation in substantially the form of the Intergovernmental Agreement attached to this Resolution, the Chairman or the Executive Director is hereby authorized and directed to execute the Agreement, and the Chief of Finance is authorized to issue payments as required by the Intergovernmental Agreement. Approved by: Chair