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HomeMy WebLinkAboutOrdinances - ORD-19-1987 - 11/18/2019 - Northern Illinois Purchasing Cooperative - NIPC CITY OF MCHENRY MCHENRY COUNTY STATE OF ILLINOIS Ordinance ORD-19-1987 An Ordinance Authorizing Execution of the Northern Illinois Purchasing Cooperative ("NIPC') 2020 Intergovernmental Agreement for the Purchase of Power Supplies and Other Goods and Services; Waiving Local Bidding Requirements for Purchases Made through NIPC, and Authorizing Purchase Agreements Made through NIPC Passed by the Mayor and City Council Of the City of McHenry McHenry County State of Illinois November 18,2019 Published in pamphlet form by authority of the Mayor and City Council of the City of McHenry, McHenry County,Illinois this 19th day of November,2019. ORDINANCE NO. ORD-19-1987 An Ordinance Authorizing Execution of the Northern Illinois Purchasing Cooperative ("NIPC") 2020 Intergovernmental Agreement for the Purchase of Power Supplies and Other Goods and Services; Waiving Local Bidding Requirements for Purchases Made through NIPC; and Authorizing Purchase Agreements Made through NIPC WHEREAS, the City of McHenry, Illinois, is a home rule municipality as contemplated under Article VII, Section 6, of the Constitution of the State of Illinois, and the passage of this Ordinance constitutes an exercise of the City's home rule powers and functions as granted in the Constitution of the State of Illinois. WHEREAS, the City has participated in the Northern Illinois Purchasing Cooperative ("NIPC")Intergovernmental Agreement("IGA")for the economical purchase of goods and services; and WHEREAS, by working through NIPC, the participants have been able to secure competitively priced electrical power and have been able to reduce the total transaction costs of identifying and negotiating power purchase arrangements with third party suppliers; and WHEREAS, units of local government may contract and associate among themselves pursuant to Article VII, Section 10, of the Illinois Constitution of 1970 and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq.; and WHEREAS,some of the proposed NIPC members have local codes or rules that require that certain purchases must be solicited for bids pursuant to their local rules, but under the proposed NIPC intergovernmental agreement the NIPC purchasing rules shall apply instead; and WHEREAS, the NIPC agreement contemplates authorizing certain specific parties to execute contracts on behalf of the members; and WHEREAS,the NIPC members wish to continue their cooperation by renewing and revising the NIPC IGA which is attached hereto as Exhibit A. NOW,THEREFORE,BE IT ORDAINED by the Mayor and City Council of McHenry, Illinois, as follows: SECTION 1:The Mayor be,and is hereby authorized and directed to execute,and the Clerk is authorized and directed to attest, duplicate original copies of the NORTHERN ILLINOIS PURCHASING COOPERATIVE ("NIPC") 2020 INTERGOVERNMENTAL AGREEMENT FOR THE PURCHASE OF POWER SUPPLIES AND OTHER GOODS AND SERVICES ("Agreement"), a copy of which is attached hereto as Exhibit A. This approval includes explicit waiver of any conflict of interest,if any, for the law firm of Zukowski,Rogers,Flood and McArdle to represent NIPC. SECTION 2: The administration is directed to take all actions necessary to implement the terms of the IGA and to execute contracts negotiated under the IGA in a manner consistent with its terms,and any local ordinances or rules governing purchases that will instead be made through NIPC are hereby waived and those purchases will instead be subject to NIPC's procedures. SECTION 3: If any section, paragraph, subdivision, clause, sentence or provision of this Ordinance shall be adjudged by any Court of competent jurisdiction to be invalid, such judgment shall not affect,impair,invalidate or nullify the remainder thereof,which remainder shall remain and continue in full force and effect. SECTION 4:All ordinances or parts of ordinances in conflict herewith are hereby repealed to the extent of such conflict and the Intergovernmental Agreement establishing NIGEC is hereby replaced by this new Agreement. SECTION 5:This Ordinance shall be in full force and effect upon its passage,approval and publication in pamphlet form (which publication is hereby authorized) as provided by law. Passed this 18th day of November, 2019. Ayes Nays Absent Abstain YACA4T Alderman Devine Alderman Glab Alderman Mihevc Alderwoman Miller Alderman Santi X Alderman Schaefer a' �fi! Wal/0 Wayn t, M yor Tris a Ramel, ity Jerk Execution Copy NORTHERN ILLINOIS PURCHASING COOPERATIVE ("NIPC"") 2020 INTERGOVERNMENTAL AGREEMENT FOR THE PURCHASE OF POWER SUPPLIES AND OTHER GOODS AND SERVICES This Intergovernmental Agreement ("Agreement") is entered into between the signatory parties below, all Illinois municipal corporations or other governmental entities, (collectively, "Members") for purposes of renewing and revising the 2014 Intergovernmental Agreement for the Northern Illinois Purchasing Cooperative ("NIPC"). It is explicitly contemplated that additional local governmental entities may join this Agreement at a later date on the same terms as the signatory parties, with the permission of the Administrator, as defined below, and without additional approval from the original contracting Members. This Agreement shall be binding on any signatories. WHEREAS, the Members have agreed that there may be economies of scale, reduced administrative costs and improved commodity prices by purchasing goods and services, electricity and other power supplies as a group; and WHEREAS, in order to obtain these economies, several municipalities previously joined together to create the Northern Illinois Governmental Energy Cooperative("NIGEC") and continued that cooperation through a previous intergovernmental agreement ("IGA") for NIPC and several of those municipalities wish to continue that association by renewing and revising the NIPC IGA; and WHEREAS, such cooperation is one of the purposes of the Intergovernmental Cooperation Agreement Act("Act")(5 ILCS 220/1 et seq.); and WHEREAS, this Agreement satisfies the requirements of that Act and of the Illinois State Constitution provisions authorizing Intergovernmental Agreements(Article 7, Section 10). NOW,THEREFORE,the Members agree as follows: 1. PURPOSE. To cooperate to negotiate economical purchase agreements for goods and services as well as for power purchase agreements ("Purchase Agreements") all as directed by the Governing Board(as that term is defined below). Page 1 of 8 Execution Copy 2. GOVERNANCE. The NIPC membership shall be governed by one representative of each Member (the "Governing Board"). Each Member shall have one vote, and unless otherwise specifically provided for elsewhere in this Agreement,the Governing Board shall require a majority vote for any binding decisions. All votes by the membership may be taken by telephone, e-mail or other electronic or digital communication. 3. ADMINISTRATION. a. The NIPC membership agrees to place administrative responsibility for its operations, including approval of any new members, with the Director of the McHenry County Council of Governments ("MCCG") (the "Administrator"), who will report to the Governing Board on administrative matters. By a majority vote, the NIPC Governing Board shall agree upon an appropriate level of compensation to MCCG(or any subsequent Administrator)for these administrative services. b. The Governing Board may elect a new Administrator at any time by a majority vote. 4. SOLICITING AND SELECTING SUPPLIERS. a. Solicitation. i. NIPC shall seek to obtain supplies that are competitively priced or that are supplied on terms that are in the best interests of the Affected Members (as that term is defined in Section 4.a.ii below). To meet this goal NIPC may rely upon a variety of methodologies including using a Request for Proposal solicitation, by the use of an on-line auction format or by using such other methodology as the Affected Members determine are appropriate and consistent with applicable law. ii. The Administrator is responsible for ensuring that each Member is on notice of each new bidding opportunity. Each NIPC Member may choose,prior to the issuance of any bid request or other solicitation for purchase, whether or not to participate in the specific bid request. Those members who participate in each bid request shall be referred to as the "Affected Members". In cases where less than the full NIPC membership is participating in a bid request or solicitation for purchase, then only the Affected Members and not the entire Governing Board shall be permitted to vote on that Page 2 of 8 Execution Copy particular bid request or solicitation. 1) The Administrator may require Members to indicate whether they intend to participate in any specific bid solicitation or purchasing effort and may require that the Members give written notice to the Administrator of their intent to withdraw from participation, provided that no withdrawal from participation shall be permitted if a solicitation is outstanding at the time of such withdrawal notice or if bids already have been received and are being considered or negotiated by NIPC. 2) If a Member has not provided notice of withdrawal from a specific bid when so required by the Administrator and if the Member has been included in any bid solicitation announcement or process, then the Member must complete and execute any related Purchase Agreement that is ultimately approved by the Affected Members. Such Member also shall be counted in any tally of Affected Members for purposes of calculating the number of votes required for approval of any matter related to a specific purchase initiative. However, the Administrator shall have discretion to permit withdrawal of that member if, in the sole determination of the Administrator, such withdrawal will not affect the price or terms offered to the balance of the Affected Members. 3) This limitation on withdrawal is imposed in order to ensure that the Affected Members benefit from any bulk purchasing advantages resulting from guaranteeing to supply bidders a defined customer base because this has an impact on the bid prices for supplies. iii. For each bid solicitation, in the discretion of the Administrator, bidding may exclude accounts that are not likely to offer significant financial advantages to members. This includes, but is not limited to, situations in which bidding some or all of the electric power accounts of some members will not offer significant financial advantages over Commonwealth Edison rates or other existing or potential rates, such as for instance accounts for street lights and any franchise accounts. iv. NIPC may waive bidding or solicitation for a non-public works purchase by a two-thirds vote of the Affected Members provided that the Affected Members determine that this will result in a competitive price or that such waiver is in the best interests of the Affected Members. Such Page 3 of 8 Execution Copy bid-waiver option shall include, but not be limited to, the extension of existing agreements without additional solicitation or bidding. V. By approving this Agreement, all Members agree that this process shall apply to all purchasing by NIPC and any Member regulations governing purchasing to the contrary are hereby waived for purchases made through NIPC. Nothing in this Agreement is intended to waive any applicable Illinois law . b. Selection and Execution of Agreements. i. The Administrator may negotiate the terms for any Purchase Agreement in preparation for consideration by the Affected Members. ii. Each Affected Member shall be given one vote for purposes of determining whether to enter into a specific Purchase Agreement. iii. A majority vote of the Affected Members shall be required to authorize entry into any specific Purchase Agreement except in cases subject to Section 4(a)(iv) of this agreement involving waiver of bids or solicitation when a two-thirds vote of the Affected Members shall be required to authorize entry into a Purchase Agreement. iv. All Affected Members agree to be bound by the vote of the Affected Members in favor of entering into a specific Purchase Agreement. V. Following approval of a Purchase Agreement as required by this Section, the Administrator may verbally commit the Affected Members to accept the Purchase Agreement, and each Affected Member agrees to execute a Purchase Agreement binding their respective unit of government within the time period approved by the Administrator. The Members acknowledge that the rapidly shifting commodity price nature of many goods and some services, including but not limited to prices in the power market, necessitates this structure, and that by approving this Agreement, they are authorizing any of the following representatives of the Members to execute the Purchase Agreement: 1) President or Mayor Page 4 of 8 Execution Copy 2) Board Member or Council Members designated by the President or Mayor 3) Manager or Chief Administrator 4) Authorized Staff Person designated by Manager, Chief Administrator,President or Mayor 5. USE OF CONSULTANTS BY NIPC. By a majority vote of the membership, NIPC, through the Administrator,may negotiate with and retain a consultant or advisor who may coordinate the purchasing process on behalf of NIPC and its Members. Any agreement between NIPC and any such consultant must be approved by a majority vote of the Governing Board. 6. MEMBER COOPERATION REQUIRED. The NIPC membership agrees to provide the necessary information required to develop bid specifications or to identify electric power supply opportunities or goods and services in a timely manner in response to any request being made by the Administrator or Consultant. Failure to provide this information in a timely manner may result in exclusion from a particular Purchase Agreement or bid for such Purchase Agreement at the discretion of the Administrator. 7. ALLOCATION OF NIPC COSTS. The NIPC membership agrees to share all costs associated with the Administration of this Agreement, which costs shall be allocated among them by the Administrator based on the number of Affected Members participating in a specific matter. 8. LEGAL REPRESENTATION. By executing this Agreement, each Member hereby waives any conflict of interest, permitting the law firm of Zukowski, Rogers, Flood & McArdle ("ZRFM")to represent them individually as well as serving as counsel to NIPC. This representation may be changed by a majority vote of the Governing Board. 9. AGREEMENT REPLACES EARLIER NIPCAGREEMENT. By executing this Agreement, a Member that belonged to any previous Agreement governing NIPC agrees, instead, to be bound by the terms of this Agreement effective February 1,2020.. 10. TERM. This Agreement will be effective commencing on February 1, 2020 . The Members agree to be bound by this Intergovernmental Agreement through January 30, 2025 regardless Page 5 of 8 Execution Copy of the date any individual Member initially approved the Agreement. 11. INDEMNIFICATION. a. To the extent permitted by law, each Member hereby agrees to indemnify, hold harmless, and defend any other Member from and against any and all losses, claims, expenses and damages (including reasonable attorney's fees) made against or incurred by the other Member for any actions taken or failures to act by the indemnifying Member in connection with or arising out of this Agreement,to the extent that such claims were caused by actions, or failures to act, of the indemnifying Member. b. To the extent permitted by law, each Member agrees to indemnify, hold harmless, and defend the Administrator and any of its officers, employees or agents from and against any and all losses, claims, expenses and damages (including reasonable attorneys' fees) made against or incurred by the Administrator or any of the Administrator's officers, employees and agents for actions taken or failures to act under this Agreement in its role as Administrator except to the extent such actions or failures to act were willful and wanton. 12. COUNTERPARTS. This Agreement may be executed by all of the parties in identical original duplicates and each of the duplicates shall, individually and taken together, constitute one and the same Agreement. [SIGNATURE PAGES FOLLOW] Page 6 of 8 Execution Copy VILLAGE OF ALGONQUIN ATTEST: By John C. Schmitt,President Gerald S.Kautz,Clerk DATE: 12019 CITY OF GENOA ATTEST: By Mark Vicary,Mayor Kim Winker,Clerk DATE: ,2019 VILLAGE OF HAMPSHIRE ATTEST: By Jeffrey Magnussen,President Linda R.Vasquez,Clerk DATE: ,2019 VILLAGE OF HUNTLEY ATTEST: By Charles Sass,Mayor Rita McMahon,Clerk DATE: 12019 VILLAGE OF JOHNSBURG ATTEST: By Edwin P.Hettermann,President Claudett E.Peters,Clerk DATE: ,2019 VILLAGE OF LAKE IN THE HILLS ATTEST: By Russ Ruzanski,President Cecilia Carman,Clerk DATE: ,2019 Page 7 of 8 Execution Copy VILLAGE OF LAKEWOOD ATTEST: By Phil Stephan,President Janice S.Hansen,Clerk DATE: ,2019 CITY OF McHENRY ATTEST: By Wayne S.Jett,President Trisha Ramel,Clerk DATE: 12019 VILLAGE OF RICHMOND ATTEST: By Craig Kunz,President Karla L.Thomas,Clerk DATE: ,2019 CITY OF WOODSTOCK ATTEST: By Brian Sager,PhD,Mayor Cindy Smiley,Clerk DATE: 12019 WOODSTOCK FIRE AND RESCUE ATTEST: DISTRICT By Robert A.Kristensen,Secretary Fred Spitzer,President DATE: ,2019 Z.-WWIGEC NIPCUGA.NIPC.IGA.renewal 2019.ExecutionCopy.redline.doc Page 8 of 8