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HomeMy WebLinkAbout025-R-21 Authorizing the City Manager to Sign Cook County IGA Main St Project2/9/21 25-R-21 A RESOLUTION Authorizing the Mayor to Sign the "Invest In Cook" Intergovernmental Agreement with Cook County WHEREAS, Cook County's Invest In Cook program funds transportation improvement projects sponsored by local and regional governments and private partners; and WHEREAS, the City of Evanston (the "City") has been selected for participation in the 2020 Invest In Cook program; and WHEREAS, Cook County has agreed to award the City up to five hundred thousand dollars ($500,000.00) towards construction and Phase III engineering costs for the City's Main Street Corridor Improvements project; and WHEREAS, the City, by virtue of its powers as set forth in the Illinois Municipal Code, 65 ILCS 5/1-1-1, et seq., and Article VII, Section 10 of the Illinois Constitution, is authorized to enter into this agreement. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: The City Council hereby adopts the foregoing recitals as its findings, as if set forth fully herein. SECTION 2: The Mayor is hereby authorized to sign the "Intergovernmental Agreement," attached hereto as Exhibit 1 and incorporated herein by reference. 25-R-21 SECTION 3: The Mayor is hereby authorized and directed to negotiate any additional conditions of the Intergovernmental Agreement as he may determine to be in the best interests of the City and in a form acceptable to Corporation Counsel. SECTION 4: This Resolution shall be in full force and effect from and after its passage, approval, and publication in the manner provided by law. Attest: C� Devon Reid, City Clerk Adopted: February 22 , 2021 JI.A �A� Stephen H. Hagerty, Mayor Approved as to form: -2- Kelley A. Gandurski, Corporation Counsel 25-R-21 EXHIBIT 1 -3- CONNECTING M AN INITIATIVE OF: HI COOK COUNTY INTERGOVERNMENTAL AGREEMENT This INTERGOVERNMENTAL AGREEMENT (the "AGREEMENT"), effective upon the last dated signature below, is entered into by and between the COUNTY OF COOK, a body politic and corporate of the State of Illinois (the "COUNTY"), acting by and through its DEPARTMENT OF TRANSPORTATION AND HIGHWAYS (the "DEPARTMENT"), and the CITY OF EVANSTON, a municipal corporation of the State of Illinois (the "GRANTEE" or "CITY"). The COUNTY and GRANTEE are sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES." RECITALS WHEREAS, Cook County Board President Toni Preckwinkle and the Cook County Board of Commissioners are committed to supporting the growth and economic vitality of communities in Cook County by promoting strategic partnerships and investments in transportation; and WHEREAS, on August 3, 2016, the Board of Commissioners unanimously approved Connecting Cook County, the COUNTY's first long range transportation plan in 75 years; and WHEREAS, Connecting Cook County identifies five priorities to shape the COUNTY's transportation policies and capital improvement program: • Prioritize transit and other transportation alternatives to address congestion on our roads and meet the travel needs of residents who cannot afford a car or choose not to have one; • Support the region's role as North America's freight capital to spur economic growth and job creation; • Promote equal access to opportunities to achieve greater and more evenly distributed economic growth; • Maintain and modernize existing transportation facilities to minimize long-term operating costs, safety hazards, delays and congestion, and ensure that today's investments do not preclude future innovation and growth; • Increase investments in transportation to maintain the region's economic competitiveness; and WHEREAS, Invest in Cook is an annual $8.5 million program that funds planning and feasibility studies, engineering, right-of-way acquisition, and construction of transportation improvements sponsored by local and regional governments and private partners that are consistent with the priorities of Connecting Cook County; and WHEREAS, since its creation, the Invest in Cook program has leveraged over $90 million in additional federal, state and local funds; and WHEREAS, on September 24, 2020, the COUNTY informed the CITY that it had been selected for participation in the 2020 Invest in Cook Program; and WHEREAS, the COUNTY has agreed to award the CITY up to Five Hundred Thousand Dollars ($500,000) toward construction and Phase III engineering costs for the CITY's Main Street Corridor Improvements project (the "PROJECT"); and WHEREAS, the proposed scope of work for the PROJECT includes, but is not limited to, the reconstruction of Main Street from Maple Avenue to Hinman Avenue, including sidewalks, ADA accommodations, and pedestrian access to transit, as well as new streetscaping elements, roadway, and water main improvements; and WHEREAS, the PROJECT will upgrade pedestrian and bicycle facilities to support safe access to transit and improve the safety of all users in the corridor; and WHEREAS, the STATE OF ILLINOIS, acting by and through its DEPARTMENT OF TRANSPORTATION ("IDOT"), may advertise, let and award the construction contract for the PROJECT; and WHEREAS, the PARTIES by this instrument shall determine and establish their respective responsibilities for construction, Phase III engineering, maiintenance, funding and reporting of the PROJECT; and WHEREAS, the COUNTY, by virtue of its powers as set forth in the Counties Code, 55 ILCS 5/1-1 et seq., and the Illinois Highway Code, 605 ILCS 5/1-101 et seq., is authorized to enter into this AGREEMENT; and WHEREAS, the GRANTEE, by virtue of its powers as set forth in the Illinois Municipal Code, 651LCS 5/1-1- 1 et seq., is authorized to enter into this agreement; WHEREAS, this AGREEMENT is further authorized under Article VII, Section 10 of the Illinois Constitution and by the provisions of 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. CONSTRUCTION A. Construction Contract. The GRANTEE or IDOTshall enter into a contract with a contractor to furnish all labor and materials needed to construct the PROJECT. In awarding and administering the contract, the GRANTEE or IDOT shall comply with all applicable state and federal laws and regulations. To the extent that any of the provisions of this section conflict with any state or federal law or regulation, said law or regulation shall control. B. Bid Documents. The GRANTEE or IDOT shall prepare contract bid documents for the PROJECT, which shall include the minimum qualifications, plans and specifications, special provisions, cost estimates and details regarding any pre -bid conference or site inspection and whether such pre -bid conference or site inspection is mandatory. If the PROJECT is let by the GRANTEE, the GRANTEE shall keep a record of all individuals who request bid documents and shall notify all individuals recorded as having requested bid documents of any changes with respect to any pre -bid conference or site inspection not later than twenty-four (24) hours prior to the original scheduled date and not less than two (2) business days prior to any newly scheduled date. C. Bid Notice. If the PROJECT is let by the GRANTEE, the GRANTEE shall publish a bid notice on the GRANTEE's website at least fourteen (14) calendar days before the date for the submission of bids. D. Changes to Bids. If the PROJECT is let by the GRANTEE, no bid may be changed, amended or supplemented in any way after the date and time for submission of bids. E. Bid Opening. If the PROJECT is let by the GRANTEE, all bids shall be opened, and a record of such bids shall be made on the date and at the time and location as stated in the bid notice or as prescribed in an addendum issued by the GRANTEE. If it is determined that an error was made in the public reading of the bids, the GRANTEE shall notify all bidders of such error and reconvene the bid opening to correct the record as soon as reasonably possible. F. Bid Reissuance. If the PROJECT is let by the GRANTEE and only one (1) bid has been submitted, the GRANTEE shall determine whether to open the bid or return the bid to the bidder via certified mail and reissue the bid notice or use a different method to award the contract. G. Bid Tabulation. If the PROJECT islet by the GRANTEE, the GRANTEE shall review, evaluate and tabulate responsive bids. In determining the apparent low bid, the GRANTEE shall consider the responsibility of the bidder, including, but not limited to, the bidder's experience and past performance, financial capacity, staff qualifications, and the willingness and ability to meet time requirements. H. County Review. If the PROJECT is let by the GRANTEE, the GRANTEE shall direct the bids, bid tabulation and its recommendation to the COUNTY, with justification supporting such recommendation. The COUNTY shall review the bids, bid tabulation and the GRANTEE's recommendation within seven (7) calendar days of receipt and indicate its approval or disapproval thereof in writing. If the GRANTEE does not receive a response from the COUNTY within this time period, or receive a request for an extension of time, which request shall be reasonably considered, the lack of response shall be deemed approval. I. Contract Execution. If the PROJECT is let by the GRANTEE, the GRANTEE shall negotiate the terms of and execute the contract. The GRANTEE shall forward a copy of the construction contract for the PROJECTto the COUNTY no later than fourteen (14) calendar days after execution. J. Pre -Construction Notices. The GRANTEE shall provide no less than fourteen (14) calendar days' advance written notice to the COUNTY prior to the pre -construction meeting for the PROJECT and no less than seven (7) calendar days' advance written notice to the COUNTY prior to the start of construction of the PROJECT. K. Insurance. If the PROJECT is let by the GRANTEE, the GRANTEE shall require that the construction contractor name the COUNTY as an additional insured under the contractor's general liability insurance policy. If the PROJECT is let by IDOT, the GRANTEE shall request that IDOT require the construction contractor to name the COUNTY as an additional insured under the contractor's general liability insurance policy. 3 L. Right of Inspection. The COUNTY and its authorized agents shall have reasonable rights of inspection (including pre -final and final inspection) during construction of the PROJECT. The GRANTEE shall work cooperatively with the COUNTY to address and resolve any concerns raised by the COUNTY with respect to construction of the PROJECT. Any dispute(s) concerning the construction of the PROJECT shall be resolved in accordance with Section VII (1) of this AGREEMENT. M. Final Inspection Notice. The GRANTEE shall provide no less than fourteen (14) calendar days' advance written notice to the COUNTY prior to final inspection of the PROJECT. N. County Signage. The GRANTEE shall permit the COUNTY to erect signage at or near the construction site(s), on the GRANTEE's property, indicating the COUNTY's participation on the PROJECT. 0. Submittals. All submittals required of the GRANTEE under this section of the AGREEMENT shall be directed to: Bureau Chief of Construction Attn: Holly Cichy, P.E. Cook County Department of Transportation and Highways 69 W. Washington Street, 24th Floor Chicago, IL 60602 E-mail: hollv.cichv@cookcountvil.gov II. PHASE III ENGINEERING A. Engineering Agreement. The GRANTEE shall enter into an agreement with a professional engineering firm/consultant to perform Phase III engineering services for the PROJECT. Phase III engineering services may include attendance at pre -construction and progress meetings, providing full-time or part-time inspection services and providing material testing reports. The GRANTEE shall forward a copy of the Phase III engineering agreement to the COUNTY within fourteen (14) calendar days of execution. B. Consultant Selection. In awarding and administering the Phase III engineering agreement, the GRANTEE shall comply with all applicable state and federal laws and regulations. C. County Monitoring. The COUNTY may periodically visit the construction site(s) to confirm that Phase III engineering services are being performed in accordance with the Phase III engineering agreement for the PROJECT. The COUNTY shall detail in writing any observations, objections and/or recommendations for review and consideration by the GRANTEE. D. Disputes. The PARTIES shall work cooperatively to address and resolve any comments and/or objections raised by the COUNTY regarding Phase III engineering services for the PROJECT. Any dispute(s) concerning the performance of Phase III engineering services shall be resolved in accordance with the Section VII (1) of this AGREEMENT. 4 E. Lead Aeencv. The GRANTEE agrees to assume overall responsibility for the PROJECT, including ensuring that all required permits and joint participation and/or force account agreements are secured. F. County Permits. The COUNTY shall grant and consent to any and all permits for right of access (ingress or egress) and/or temporary use of its property within the PROJECT limits to the GRANTEE and/or its agents, without charge of permit fees to the GRANTEE. Any permit(s) for right of access and/or temporary use of any of the COUNTY's property shall not be unreasonably withheld by the COUNTY. G. Grantee Resources and Staff. Upon written concurrence from the COUNTY, the GRANTEE may elect to perform Phase III engineering services for the PROJECT using its own resources and staff. Notwithstanding the foregoing, the provisions of Section V (1) (3) remain in effect and the COUNTY will not reimburse the GRANTEE for any administrative costs expended by the GRANTEE, including staff salaries and wages. H. Submittals. All submittals required of the GRANTEE under this section of the AGREEMENT shall be directed to: Bureau Chief of Construction Attn: Holly Cichy, P.E. Cook County Department of Transportation and Highways 69 W. Washington Street, 24th Floor Chicago, IL 60602 E-mail: hollv.cichv(@cookcountvil.eov Ill. MAINTENANCE A. Definition. As used herein, the terms "maintain" and "maintained" mean keeping the facility being maintained ingood and sufficient repairand appearance. Such maintenance includes the full responsibility for the construction, removal and/or replacement of the maintained facility when needed. B. Duty to Maintain. Before, during and after completion of construction of the PROJECT, the GRANTEE shall maintain, or cause to be maintained, those portions of the PROJECT under its established jurisdictional authority. This duty to maintain shall survive termination of this AGREEMENT. IV. SCHEDULE AND TERMINATION A. Notice to Proceed. Execution of this AGREEMENT by the PARTIES shall be deemed a "Notice to Proceed" for the GRANTEE to commence work on the PROJECT. B. Schedule. Construction of the PROJECT must be completed within twenty-eight (28) months from the Effective Date of this AGREEMENT, as defined in Section VII (J) below. 5 C. Inactivity. This AGREEMENT and the covenants contained herein shall become null and void in the event that the construction contract for the PROJECT is not awarded within eighteen (18) months subsequent to the Effective Date of this AGREEMENT, as defined in Section VII (J) below. D. Suspension or EarlvTermination. Subject to Section VII (L) below, the GRANTEE agrees that, if the COUNTY determines that the GRANTEE has not complied with or is not complying with, has failed to perform or is failing to perform, has not met or is not meeting significant PROJECT milestones or objectives, or is in default under any of the provisions of this AGREEMENT, whether due to failure or inability to perform or any other cause whatsoever, the COUNTY, after written notification to the GRANTEE of said non- compliance or default and failure by the GRANTEE to correct said violations within sixty (60) calendar days, may: 1. suspend or terminate this AGREEMENT in whole or in part by written notice, and/or: 2. demand refund of any funds disbursed to the GRANTEE; 3. deduct any refunds or repayments from any funds obligated to, but not expended by the GRANTEE, whether from this or any other project; 4. temporarily withhold cash payments pending correction of deficiencies by the GRANTEE or more severe enforcement action by the COUNTY; 5. disallow all or part of the cost of the activity or action not in compliance; 6. take other remedies legally available; or 7. take appropriate legal action. E. Termination. This AGREEMENT terminates upon completion of the PROJECT and final reimbursement by the COUNTY, or December 31, 2023, whichever date is earlier. F. Extensions. The DEPARTMENT's Superintendent or their designee may extend in writing any deadline imposed by this section, including, but not limited to, the termination date of the AGREEMENT. V. FINANCIAL A. Cost Estimate. The total estimated cost of construction and Phase III engineering services for the PROJECT is Five Million Seven Hundred Four Thousand Dollars ($5,704,000). B. Grantee Cost Participation. The GRANTEE agrees to pay all actual construction and Phase III engineering costs for the PROJECT, subject to reimbursement by the COUNTY as hereinafter stipulated. C. County Cost Participation. The COUNTY agrees to reimburse the GRANTEE for 8.77% of actual construction and Phase III engineering costs for the PROJECT (the "COUNTY'S SHARE"), up to a total maximum contribution of Five Hundred Thousand Dollars ($500,000) (the "MAXIMUM CONTRIBUTION"). D. Advance Pavment. The COUNTY agrees that upon award of the construction contract for the PROJECT and receipt of an invoice from the GRANTEE, the COUNTY shall make an advance payment to the GRANTEE in the amount of Two Hundred Fifty Thousand Dollars N. ($250,000). This amount represents 50% of the COUNTY's MAXIMUM CONTRIBUTION under this AGREEMENT. E. Second Pavment. The COUNTY agrees that upon completion of 70% of the construction contract and receipt of an invoice from the GRANTEE, the COUNTY shall make a second payment to the GRANTEE in the amount of One Hundred Twenty -Five Thousand Dollars ($125,000). This amount and the advance payment to the GRANTEE represent 75% of the COUNTY's MAXIMUM CONTRIBUTION under this AGREEMENT. Final Reimbursement. The COUNTY agrees that upon completion of construction of the PROJECT and receipt of an invoice from the GRANTEE, the COUNTY shall make a final payment to the GRANTEE for the balance of the COUNTY'S SHARE under this AGREEMENT. The amount of the final payment shall be based upon the actual construction and Phase III engineering costs for the PROJECT and shall reflect the COUNTY's prior payments to the GRANTEE. In the event that the prior payments made to the GRANTEE by the COUNTY exceed the COUNTY'S SHARE under this AGREEMENT, the COUNTY may require the GRANTEE to return any or all excess funds. G. Final Reimbursement Documentation. In order to receive final reimbursement from the COUNTY, the GRANTEE must submit the following documentation along with the final invoice: 1. a cover letter addressed to the DEPARTMENT's Bureau Chief of Construction, including the name of the PROJECT and its associated section number; 2. copies of all cancelled checks paid to IDOT, the consultant(s) and/or contractor(s) (or copies of the associated bank ledgers reflecting the payments), or a letter(s) from IDOT, the consultant(s) and/or contractor(s) confirming payment was received for the service(s) rendered; and 3. copies of all associated invoices submitted to the GRANTEE by IDOT, the consultant(s) and/or the contractor(s) for the service(s) rendered. H. Insufficient Documentation. If the documentation submitted by the GRANTEE for final reimbursement is reasonably deemed by the COUNTY as not sufficiently documenting the work completed, the COUNTY may require further records and supporting documents to verify the amounts, recipients and uses of all funds invoiced pursuant to this AGREEMENT. Ineligible Expenditures. It is understood and agreed to by the PARTIES that the COUNTY will not reimburse the GRANTEE for any expenditures that are: 1. contrary to the provisions of this AGREEMENT; 2. not directly related to carrying out construction or Phase III engineering services for the PROJECT, 3. of a regular and continuing nature, including, but not limited to, administrative costs, staff and overhead costs, rent, utilities and maintenance costs; 4. incurred without the consent of the COUNTY after written notice of suspension or termination of any or all of the COUNTY's obligations under Section IV (D) of this AGREEMENT; and 5. in excess of the COUNTY's MAXIMUM CONTRIBUTION under this AGREEMENT. 7 J. Supplemental or Substitute Work. Either PARTY may request, after the construction contract is awarded, that supplemental or costlier substitute work be added to the contract's scope of work. The GRANTEE will cause said supplemental or substitute work to be added to the contract, provided that said work shall not unreasonably delay the PROJECT schedule. Unless otherwise agreed to by the PARTIES in writing, whichever PARTY requested or caused said supplemental or costlier substitute work shall pay for the cost increases of said work in full. K. Funding Breakdown. A funding breakdown is incorporated into and made a part of this AGREEMENT and attached hereto as EXHIBIT A. L. Submittals. All submittals required of the GRANTEE under this section of the AGREEMENT shall be directed to: Bureau Chief of Construction Attn: Holly Cichy, P.E. Cook County Department of Transportation and Highways 69 W. Washington Street, 24th Floor Chicago, IL 60602 E-mail: hollv.cichvCo)cookcountvil.eov VI. REPORTING A. Quarterly Performance Reports. The GRANTEE must submit quarterly performance reports to the COUNTY no later than thirty (30) days after the reporting period as determined by the COUNTY. Quarterly performance reports must include the following information: 1. a cover letter addressed to the DEPARTMENT'S Bureau Chief of Strategic Planning and Policy, including the name of the PROJECT and its associated section number; 2. an estimated percentage of construction work completed for the PROJECT; 3. a statement indicating whether construction of the PROJECT is on, behind or ahead of schedule; 4. a record of construction activities and expenditures to date and for the current reporting period; S. a forecast of quarterly construction activities and expenditures for the remainder of the PROJECT; and 6. any significant changes to the PROJECT schedule. B. Extensions. The GRANTEE may request to extend the due date of any quarterly performance reports and the COUNTY will reasonably consider any such requests. C. Use of Reports. The COUNTY will use quarterly performance reports to compare the rate of the GRANTEE's actual expenditures to the planned amounts in the approved funding breakdown for the PROJECT (EXHIBIT A) and to track construction activities against the approved milestones in the PROJECT schedule, which is incorporated into and a made part of this AGREEMENT and attached hereto as EXHIBIT B. 8 D. Final Performance Report. The GRANTEE must submit a final performance report with its request for final reimbursement. The final report should describe cumulative construction activities, including a complete description of the GRANTEE's achievements with respect to the PROJECT's objectives and milestones. The COUNTY will not issue final reimbursement until the final report is submitted. E. Report Format. The GRANTEE shall use whatever forms or documents are required for use by the COUNTY in submitting the quarterly and final performance reports. F. Failure to Report. The GRANTEE understands and agrees that the failure to submit timely and complete performance reports will result in the delay of funds and/or the denial of future funding. G. Submittals. All submittals required of the GRANTEE under this section of the AGREEMENT shall be directed to: Bureau Chief of Strategic Planning and Policy Attn: Jesse Elam Cook County Department of Transportation and Highways 69 W. Washington Street, 23rd Floor Chicago, IL 60602 E-mail: Jesse. Elam ,acookcountvil.eov VII. GENERAL CONDITIONS A. Authoritv to Execute. The PARTIES hereto have read and reviewed the terms of this AGREEMENT and by their signatures as affixed below represent that the signing party has the authority to execute this AGREEMENT and that the PARTIES intend to be bound by the terms and conditions contained herein. B. Binding Successors. This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES hereto and their respective successors and approved assigns. C. Compliance with Laws, Rules and Regulations. The PARTIES shall at all times observe and comply with all federall, state and local laws and regulations, as amended from time to time, in carrying out the terms and conditions of this AGREEMENT. D. Conflicts of Interest. The GRANTEE understands and agrees that no director, officer, agent or employee of the GRANTEE may have an interest, whether directly or indirectly, in any contract or agreement or the performance of any work pertaining to this AGREEMENT; represent, either as an agent or otherwise, any person, trust or corporation, with respect to any application or bid for any contract or agreement or work pertaining to this AGREEMENT; or take, accept or solicit, either directly or indirectly, any money or thing of value as a gift or bribe or means of influencing his or her vote or actions. Any contract or agreement made and procured in violation of this provision is void and no funds under this AGREEMENT may be used to pay any cost under such a contract or agreement. 9 E. Conflict with Exhibits. In the event of a conflict between any exhibit attached hereto and the text of this AGREEMENT, the text of this AGREEMENT shall control. F. Counterparts. This AGREEMENT may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument. G. County Section Number. The PROJECT is hereby designated as COUNTY section number 20-IICRD-0I-PV. The GRANTEE shall include COUNTY section number 20-IICRD-01-PV on all PROJECT -related submittals, including, but not limited to, emails, correspondence and invoices. H. Designation of Representatives. Not later than fourteen (14) calendar days after the Effective Date of this AGREEMENT, as defined in Section VII (J) below, each PARTY shall designate in writing a full-time representative for the carrying out of the AGREEMENT. Each representative shall have the authority, on behalf of the respective 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. Dispute Resolution. In the event of any dispute, claim, question or disagreement arising out of the performance of this AGREEMENT, the PARTIES hereto shall consult and negotiate with each other in good faith to settle the dispute, claim, question or disagreement. In the event the PARTIES cannot mutually agree on the resolution of the dispute, claim, question or disagreement, the decision of the DEPARTMENT's Superintendent shall be final. J. Effective Date. The Effective Date of this AGREEMENT shall be the date that the last authorized signatory signs and dates this AGREEMENT. This AGREEMENT shall become effective only in the event the corporate authorities of each PARTY approve this AGREEMENT. K. Entire Agreement. This AGREEMENT constitutes the entire agreement of the PARTIES concerning all matters specifically covered by this AGREEMENT and supersedes all prior written and oral agreements, commitments and understandings among the PARTIES. There are no representations, covenants, promises or obligations not contained in this AGREEMENT that form any part of this AGREEMENT or upon which any of the PARTIES is relying upon in entering into this AGREEMENT. L. Force Maieure. No PARTY shall be liable for any delay or non-performance of its obligations hereunder by any contingency reasonably beyond its control, inclluding, but not limited to, acts of God, war, civil unrest, labor strikes or walkouts, fires, pandemics and/or natural disasters. M. Indemnification. The GRANTEE shall indemnify, defend and hold harmless the COUNTY and its commissioners, officers, directors, employees and agents, and their respective heirs, successors and assigns, from and against any and all claims, liabilities, damages, losses and expenses, including, but not limited to, legal defense costs, attorneys' fees, 10 settlements or judgments, caused by the negligent acts, omissions or willful misconduct of the GRANTEE, its officers, directors, employees, agents, consultants, contractors, subcontractors or suppliers in connection with or arising out of the performance of this AGREEMENT. N. Modification. This AGREEMENT may only be modified by a written instrument executed by the DEPARTMENT'S Superintendent and an authorized representative of the GRANTEE. 0. No Individual or Personal Liabilitv. The PARTIES agree that the actions taken and the representations made by each respective PARTY and by their respective corporate authorities have not been taken or made in anyone's individual capacity and no mayor/president, board member, council member, official, officer, employee, volunteer or representative of any PARTY will incur personal liability in conjunction with this AGREEMENT. P. No Third -Party Beneficiaries. This AGREEMENT is not intended to benefit any person, entity or municipality not a party to this AGREEMENT, and no other person, entity or municipality shall be entitled to be treated as beneficiary of this AGREEMENT. This AGREEMENT is not intended to and does not create any third -party beneficiary or other rights in any third person or party, including, but not limited to, any agent, contractor, subcontractor, consultant, volunteer or other representative of any PARTY hereto. No agent, employee, contractor, subcontractor, consultant, volunteer or other representative of any PARTY hereto will be deemed an agent, employee, contractor, subcontractor, consultant, volunteer or other representative of the other. Q. Notices. Unless otherwise specified, all reports, notices and other communications related to this AGREEMENT shall be in writing and shall be personally delivered or mailed via first class, certified or registered U.S. Mail or electronic mail delivery to the following persons at the following addresses: To the COUNTY: Jennifer (Sis) Killen, P.E., PTOE Acting Superintendent Cook County Department of Transportation and Highways 69 W. Washington Street, 24th Floor Chicago, IL 60602 E-mail: Jennifer.Killen@cookcountvil.eov To the GRANTEE: Rajeev Dahal City of Evanston 2100 Ridge Avenue Evanston, IL 60201 E-mail: rdahal@citvofevanston.org R. Proiect Location. A map showing the PROJECT limits is incorporated into and made a part of this AGREEMENT and attached hereto as EXHIBIT C. S. Recitals. The introductory recitals included at the beginning of this AGREEMENT are agreed to and incorporated into and made a part of this AGREEMENT. 11 T. Records Maintenance. The GRANTEE shall maintain during the term of this AGREEMENT and for a period of three (3) years thereafter complete and adequate financial records, accounts and other records to support all PROJECT expenditures. These records and accounts shall include, but not be limited to, records providing a full description of each activity being assisted with COUNTY funds; a general ledger that supports the costs being charged to the COUNTY; records documenting procurement of goods and services; contracts for goods and services; invoices; billing statements; cancelled checks; bank statements; schedules containing comparisons of budgeted amounts and actual expenditures; and construction progress schedules. U. Reviews and Audits. The GRANTEE shall give the COUNTY access to all books, accounts, records, reports and files pertaining to the administration, receipt and use of COUNTY funds under this AGREEMENT to necessitate any reviews or audits. V. Section Headings. The descriptive section and subsection headings used in this AGREEMENT are for convenience only and shall not control or affect the meaning or construction of any of the provisions thereof. W. Severability. If any term of this AGREEMENT is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. X. Timely Review and Approval. Wherever in this AGREEMENT approval or review by either the COUNTY or GRANTEE is provided for, said approval or review shall not be unreasonably delayed or withheld. Y. Venue and Applicable Law. All questions of interpretation, construction and enforcement, and all controversies with respect to this AGREEMENT, will be governed by the applicable constitutional, statutory and common law of the State of Illinois. The PARTIES agree that, for the purposes of any litigation relative to this AGREEMENT and its enforcement, venue will be in the Circuit Court of Cook County, Illinois or the Northern District, Eastern Division of the United States District Court, Chicago, Illinois, and the PARTIES consent to the in personam jurisdiction of said Courts for any such action. Z. Waiver of Default. The failure by the COUNTY or GRANTEE to seek redress for violation of or to insist upon 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 de deemed waived by the COUNTY or GRANTEE unless such provision is waived in writing. (signature page to follow) 12 IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the dates indicated. EXECUTED BY COUNTY OF COOK Toni Preckwinkle President Cook County Board of Commissioners EXECUTED BY CITY OF EVANSTON: Stephen Hagerty Mayor This day of This day of ATTEST: ATTEST: County Clerk City Clerk RECOMMENDED BY: Jennifer (Sis) Killen, P.E., PTOE Acting Superintendent County of Cook Department of Transportation and Highways APPROVED AS TO FORM: Kimberly M. Foxx, State's Attorney By: Assistant State's Attorney 13 EXHIBIT A Funding Breakdown TOTAL GRANTEE COUNTY PHASE ESTIMATED COST SHARE SHARE Construction and $5,704,000 Balance 8.77% Phase III Engineering (up to $500,000) 14 EXHIBIT B Project Schedule March 2021 90% Design Submittal July 2021 100% Design Complete December 2021 Advertise January 2022 Bid Opening April 2022 Construction Start November 2022 Construction Complete 15 rg--X Wf 01 lu% 17 vr VK' x". ER ,4AVENUE"""At,o 7'r 4, # -,pkRMAN AVENUE L }AVENUE' 77 A A A JK� EXHIBIT c