No preview available
HomeMy WebLinkAboutResolutions - R-12-008 - 03/19/2012 - AUTHORIZING EXECUTION OF INTERGOVERNMENTAL AGREEMER-12- 008 A RESOLUTION AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT AND JOINING THE NORTHERN ILLINOIS GOVERNMENTAL ELECTRIC AGGREGATION CONSORTIUM WHEREAS, Section 1-92 of the Illinois Power Agency Act ("Act"), 20 ILCS 3855/1-92, permits the corporate authorities of a municipality or county board , if authorized by referendum, to create a program to allow the municipality or county to solicit bids and enter into service agreements for the sale and purchase of electricity and related services and equipment to residential and small commercial customers within their territory who do not choose to opt -out ("Electric Aggregation Program"); and WHEREAS, the Act further allows counties to jointly exercise its authority to aggregate electrical loads with other counties and municipalities; and pursuant to Article VII, Section 10 of the Illinois Constitution of 1970 and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seg, counties and municipalities may contract and associate among themselves to share the responsibilities of performing governmental functions; and WHEREAS, the City of McHenry City Council has determined it is in the best interests of the City and its residents and business owners to combine the City of McHenry's bidding and contracting process to obtain the supply of electric power for its Electric Aggregation Program with McHenry County and with other municipalities located within northern Illinois, in order to realize potential savings through a joint power supply bid and through shared efforts to implement the Program; and WHEREAS, representatives from McHenry County, the Villages of Algonquin, Huntley, Lake in the Hills, Lakewood, McCullom Lake, Ringwood, and Spring Grove, and the Cities of Genoa, Johnsburg, Marengo, McHenry, and Woodstock have prepared an Intergovernmental Agreement ("Agreement") establishing the "Northern Illinois Governmental Electric Aggregation Consortium" ("Consortium") to provide for a comprehensive and unified effort to facilitate joint action and intergovernmental cooperation for a joint project bid for an Electric Aggregation Program and to cooperate in the implementation of that Program; and WHEREAS, each proposed member of the Consortium has passed ordinances or resolutions allowing it to submit to its electorate at the March 20, 2012 primary election, a public referendum question on whether it should have authority to arrange for the supply of electricity for its residential and small commercial retail customers who have not opted out of such program; and WHEREAS, the City of McHenry City Council has determined it is in the best interest of the City and its residents to enter into the Agreement and become a member of the Consortium pursuant to the Agreement terms; and WHEREAS, unless provided otherwise in this Resolution, the City Adminstrator shall serve as the representative to the Consortium and may appoint an alternate representative and they shall represent the municipality's interest and vote on Consortium issues under the Agreement; and 1 WHEREAS, the proposed Consortium members have executed or are expected to execute individual contracts with Independent Energy Consultants ("IEC") for energy consulting, brokerage, and aggregation services related to their respective Electric Aggregation Programs; and WHEREAS, IEC will be assisting the Consortium members with their Electric Aggregation Programs by, among other things, soliciting bids for the supply of electric power and related services and assisting with post -bid implementation; and WHEREAS, because electricity is a commodity, many supply bids must be accepted within a short time frame before prices change. It is expected that the Consortium's members will need to act quickly to determine whether a supply bid should be accepted, potentially within as little as a 24 to 48 hour period from the time bids are opened; and WHEREAS, it is anticipated the Consortium's members may obtain lower electric rates through this cooperative bidding process than those that would be otherwise individually available for the residential and small commercial retail electrical loads within their individual territories that are being aggregated under the Act. NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of McHenry as follows: SECTION 1: Recitals The foregoing recitals are a material part of this Resolution and are incorporated herein as if they were fully set forth herein. SECTION 2: Authority to Execute Intergovernmental Agreement The Mayor is authorized to execute, and the City Clerk is authorized and directed to attest, duplicate original copies of the Intergovernmental Agreement establishing the Northern Illinois Governmental Electric Aggregation Consortium, a copy of which is attached hereto and made a part hereof as Exhibit A. SECTION 3: Authority to Vote to Permit Consortium to Carry Out the Intent and Purposes of the IGA The Party Representative and Alternate Party Representative of the City are hereby given the authority to carry out the intent and purposes of the Intergovernmental Agreement establishing the Northern Illinois Governmental Electric Aggregation Consortium including but not limited to the specific authority to: (1) review electric power supply bids received from IEC in conjunction with any advice and guidance from IEC; (2) determine, in cooperation with the Consortium members, the lowest responsible bidder; (3) within the applicable time constraints, vote to permit the Consortium to execute, authorize and/or approve, on behalf of the County and non -County members of the Consortium, such service agreements that will facilitate the sale and purchase of electricity and related services and equipment by those residential and small commercial retail electrical loads within the City that do not opt out of the County's Electric Aggregation Program; and (4) vote and otherwise participate in the post -award implementation efforts of the Consortium. SECTION 4: Effective Date This Resolution shall be effective immediately and remain in effect until such time as the Consortium's term expires; the City withdraws from the Consortium pursuant to the Agreement; or the Consortium dissolves pursuant to the Agreement, whichever is shorter. Passed and approved this 19`h day of March, 2012. Voting Aye: SANTI,GLAB,SCHAEFER,BLAKE,WIMMER,PETERSON,CONDON Voting Nay: NONE Not Voting: NONE Abstaining: NONE Absent: NONE Mayor Susan E. Low C' y ' erk Jam,n. Jones EXHIBIT A INTERGOVERNMENTAL AGREEMENT ESTABLISHING THE NORTHERN ILLINOIS GOVERNMENTAL ELECTRIC AGGREGATION CONSORTIUM BETWEEN AND AMONG THE COUNTY OF MCHENRY AND THE CITIES OF GENOA, MARENGO, MCHENRY and WOODSTOCK, ILLINOIS AND THE VILLAGES OF ALGONQUIN, HUNTLEY, JOHNSBURG, LAKE IN THE HILLS, LAKEWOOD, MCCULLOM LAKE, RINGWOOD and SPRING GROVE, ILLINOIS THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is made and entered into as of the 19`h day of March, 2012 ("Effective Date"), between and among the COUNTY OF MCHENRY, ILLINOIS and the CITIES OF GENOA, MARENGO, MCHENRY and WOODSTOCK, ILLINOIS and the VILLAGES OF ALGONQUIN, HUNTLEY, JOHNSBURG, LAKE IN THE HILLS, LAKEWOOD, MCCULLOM LAKE, RINGWOOD and SPRING GROVE, ILLINOIS. (collectively, the "Parties"). WITNESSETH: WHEREAS, Section 1-92 of the Illinois Power Agency Act ("Act"), 20 ILCS 3855/1-92, authorizes county boards and the corporate authorities of municipalities to establish a program to aggregate electrical loads of residential and small commercial retail customers and to solicit bids and enter into service agreements to facilitate the sale and purchase of electricity and related services and equipment for those electrical loads ("Electric Aggregation Program"); and WHEREAS, pursuant to the Act, counties and municipalities may, if authorized by referendum, operate an Electric Aggregation Program as an "opt -out" program that applies to all residential and small commercial retail electrical customers who do not "opt -out" by affirmatively choosing not to participate; and WHEREAS, the Act authorizes counties and municipalities to jointly operate an Electric Aggregation Program and does not prohibit counties and municipalities from entering into an intergovernmental agreement to aggregate electric loads for those programs; and WHEREAS, the McHenry County Board and the corporate authorities of each municipality subject to this Agreement have each approved the placement of a referendum on the ballot for the March 20, 2012 primary election regarding the establishment of an "opt -out" Electric Aggregation Program pursuant to the Act ("Opt -Out Referendum"); and WHEREAS, although each Party will operate a separate Electric Aggregation Program for its residents, the Parties have individually and collectively determined that combining the bidding and contracting process to obtain the supply of electric power for their Electric Aggregation Programs could provide potential energy and administrative savings through a joint project bid request ("Joint Power Supply Bid"); and WHEREAS, the Parties desire to establish a consortium of local governments to facilitate joint action and intergovernmental cooperation for the Joint Power Supply Bid; and 1 WHEREAS, to achieve these and other related objectives, the Parties desire to continue to utilize the powers and authority granted to them, individually and collectively, pursuant to Article VII, Section 10 of the Illinois Constitution of 1970, the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., and Section 1-92 of the Illinois Power Agency Act, 20 ILCS 3855/1-92; and WHEREAS, the Parties have determined that they need to join together to create and establish the Northern Illinois Governmental Electric Aggregation Consortium ("Consortium") by intergovernmental agreement to provide for a comprehensive and unified effort to facilitate joint action and intergovernmental cooperation for the Joint Power Supply Bid and to implement any new Supply Agreement with their participating residents and businesses; and WHEREAS, after full consideration of all planning, fiscal, and other intergovernmental issues affecting this matter, each of the Parties has determined that it is in the best interest of its citizens and of the general public welfare that this Agreement be executed and implemented by the Parties; and WHEREAS, the Parties, with the exception of the County of McHenry, have agreed to retain Zukowski, Rogers, Flood & McArdle ("ZRFM") for the provision of legal services relating to the Joint Power Supply Bid, this Agreement and the operations of the Consortium, and have waived any conflict of interest, permitting ZRFM to serve as counsel to the Consortium; and WHEREAS, the Parties have agreed the McHenry County State's Attorney's Office shall provide legal services to the County of McHenry relating to the Joint Power Supply Bid, this Agreement and the operations of the Consortium; and WHEREAS, the Parties have each approved this Agreement by an ordinance or resolution duly adopted by the Party's Board or corporate authorities. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and pursuant to all applicable statutes and local ordinances, specifically including, but without limitation, those cited herein, the Parties do hereby agree as follows: SECTION 1. RECITALS. The foregoing recitals are, by this reference, incorporated into and made a part of this Agreement. SECTION 2. PURPOSE. This Agreement is made for the purpose of establishing the Consortium and endowing it with all of the authority, powers, and resources necessary and convenient to allow the Parties to jointly and efficiently address common bidding, contracting issues and implementation issues related to a Joint Power Supply Bid (as defined below). This Agreement is further intended to allow the Parties to jointly seek available local, state, and federal funds and other resources, if available, to assist in addressing the Joint Power Supply Bid identified by the Parties as necessary and appropriate for the joint action of the Parties. SECTION 3. ESTABLISHMENT AND ORGANIZATION. 2 A. Formation of Consortium. By this Agreement, the Parties establish the Consortium which shall be formally known as the Northern Illinois Governmental Electric Aggregation Consortium. B. Membership. Each Party shall be a member of the Consortium. In the event that the voters of any Party failed to approve the Opt -Out Referendum that Party shall be automatically deemed to have withdrawn from the Consortium pursuant to Section 10 of this Agreement. C. Effective Date. This Agreement shall take effect, and the Consortium shall be established, upon the execution of this Agreement by two or more Parties. D. Duration. The term of this Consortium is described in Section 10 of this Agreement. E. Governance. 1. Each member shall appoint one Party Representative and one alternative Party Representative to represent their interests to the Consortium (each a "Party Representative" although only one may act at any time for each member). Each member must provide sufficient authority to their Party Representative and alternative Party Representative to permit them to carry out the intent and purposes of this Agreement. As a condition of approval of this Agreement, each Party Representative shall be authorized to vote on behalf of their respective municipality or county whether to authorize the Official Coordinator (as that term is defined below)to execute a binding Power Supply Agreement with the selected Supplier on behalf of the Consortium. Unless specified otherwise in the resolution or ordinance of the Party at the time of execution of this Agreement, the Party Representative of each municipal member shall be the senior management member of each municipal member and they shall have the authority to appoint an alternate. For all municipal members, in the event neither the Party Representative or their alternate is available to act at such time as the Consortium must vote, the Official Coordinator may but is not required to accept direction from the Mayor or President of the Party and that persons' vote or other action or signature shall be treated as if it were made by the Party Representative or their alternate. McHenry County's Party Representative and Alternate shall be as authorized in the County's Resolution approving this Agreement. 2. The Consortium shall be managed, and the duties under this Agreement performed, by the Party Representative of each member. Each member shall have one vote and all votes shall be equal in weight. 3. Unless otherwise unanimously agreed to by the Party Representatives with respect to a specific action or policy, all Consortium actions taken pursuant to this Agreement shall be taken or established only with the approval of at least two-thirds of the voting Party Representatives. Failure by any Party Representative to vote in any matter does not excuse that Party from any obligations to participate in the activities of the Consortium or to be bound by the terms of this Agreement. 4. All votes may be taken in person, by telephone, e-mail, fax or other electronic or digital communication. 5. The Official Coordinator (which term is defined below) shall use best efforts to report to the member Parties on the outcome of each vote and to keep a record of such votes F. Additional Parties. Additional local government entities may be added as Parties to this Agreement only: (a) with the approval of two-thirds of the voting Party Representatives; and (b) upon the entity's execution and approval of this Agreement, as may be amended by the Parties, by an ordinance or resolution duly adopted by that entity's Board or corporate authorities, and delivery to the Consortium through the Official Coordinator (which term is defined below) of a certified copy of that ordinance or resolution. SECTION 4. GENERAL COOPERATION. A. Cooperation. The Parties acknowledge and agree to cooperate with each other in furtherance of the purposes, goals, and objectives of the Consortium and this Agreement. Cooperation required by this Agreement specifically includes, but is not limited to, the sharing and joint utilization by and among the Parties of information and other materials possessed or developed by the Parties, either individually or collectively, and necessary to investigate, identify, and otherwise document and publish the Joint Power Supply Bid and to select a power supplier (if appropriate) following such bid as well as to cooperate and share costs and resources for the administration, implementation and operation of their Electric Aggregation Programs following the selection of a Supplier.. B. Independent Operation. Notwithstanding the provisions of Section 4.A of this Agreement, neither this Agreement nor the Joint Power Supply Bid creates any responsibility or obligation for any Party to administer or operate any aspect of the Electric Aggregation Program of any other Party. SECTION 5. EDUCATIONAL AND PUBLIC RELATIONS COOPERATION. A. Preparation of Educational Materials. The Consortium shall prepare educational and public relations documents and materials concerning the Joint Power Supply Bid, implementation of any new aggregation system for the membership and, as appropriate, factual information about the Electric Aggregation referendum (collectively, the "Educational Materials"). B. Dissemination of Educational Materials. Each Party shall be responsible for the dissemination of the Educational Materials within its respective corporate boundaries. C. Compliance with Election Code and Ethics Laws. The content and distribution of all Educational Materials shall comply with the applicable provisions of the Illinois Election Code, 10 ILCS 511-1 et seq., and with any and all applicable state or local Ethics laws. SECTION 6. MARKET RESEARCH AND INVESTIGATION. Upon the Effective Date of this Agreement, the Consortium, shall research and investigate the electricity market and various options for the issuance of the Joint Power Supply Bid. This research and investigation may include without limitation: 1. Cooperating and acting with any consultants retained by the membership to assist with the Electric Aggregation bidding process including assistance with technical requirements and the Contract Package (as that term is defined in Section 7.D. of this Agreement), and regarding the timing and issuance of the Joint Power Supply Bid as well as assisting with the implementation of the Electric Aggregation Process following the selection of a Supplier. 2. The establishment of an agreed schedule and action plan for the completion of all action items required for the issuance of the Joint Power Supply Bid and the adoption and implementation by each Party of an Electric Aggregation Program ("Agreed Schedule"). 3. Cooperating to establish Joint Power Supply Bid parameters such as, for example only, the mix of power, the length of the power contract, setting limits on bid price in excess of Commonwealth Edison costs, and the like. 4. Issuance of written requests for qualifications, questionnaires, or other inquiries to prospective electricity providers as needed to complete the Joint Power Supply Bid. SECTION 7. DEVELOPMENT OF OFFICIAL DOCUMENTS. A. Adoption of Approval Ordinance and POG. On or before the deadline set forth in the Agreed Schedule, the Board or corporate authorities of each Party in which the Opt -Out Referendum was approved shall adopt: (1) an ordinance authorizing an opt -out Electric Aggregation Program ("Authorizing Ordinance") and (2) plan of operation and governance, in compliance and in accordance with Section 1-92 of the Act ("POG"). The Consortium shall develop and provide sample template documents for the Authorizing Ordinance and will provide a single POG for use by the members. Unless the Consortium votes otherwise, no Party may participate in the bid process unless and until they have approved a POG that is identical or substantially similar to the POG proposed by the Consortium. B. Adoption of Referendum. As soon as possible after the March 20, 2012 primary election, each Party Representative shall notify the Official Coordinator (which term is defined below) whether the Opt -Out Referendum was approved by the voters of that Party. C. Public Hearings. Each Party shall be responsible for issuing all required public notices and conducting or participating in all required public hearings concerning the POG, in accordance with Section 1-92 of the Act. Each Party shall complete all required public hearings concerning the POG on or before the deadline set forth in the Agreed Schedule. The Consortium shall develop and provide sample template documents for use by the members in the public notice and hearing process. To the extent reasonably practical and in accord with the requirements of the Illinois Open Meetings Act, the Parties may seek to coordinate and hold joint public hearings for consideration of the POG. D. Technical Requirements and Contract Package. On or before the deadline set forth in the Agreed Schedule, the Consortium shall prepare sets of technical specifications and requirements and any needed bidding and proposed contract documents ("Contract Package") for the Joint Power Supply Bid, in accordance with the following: 1. The Consortium shall mutually select one Party or the McHenry County Council of Governments ("MCCG") to serve as the official coordinator (or to coordinate with the agreed upon consultant) to bid the Joint Power Supply Bid and to coordinate the work of the Consortium ("Official Coordinator"). This Official Coordinator also will serve as the primary contact person with any consultant retained by the individual members. 2. The Consortium shall agree upon the contents and terms of the Contract Package. The Contract Package shall include any specifications required by the Consortium to be included in any contract to be executed by and between the chosen Supplier and the Consortium for the provision of 0 electrical power to Consortium Members' participating residents and businesses pursuant to the Joint Power Supply Bid ("Power Supply Agreement"). 3. The Contract Package may provide pricing options for periods up to a three-year term based upon the parameters agreed to by the Parties. 4. The Contract Package shall further require the Supplier to obtain and maintain, for the duration of the Power Supply Agreement, such proof of insurance and performance security as the Parties deem necessary. 5. The Contract Package shall further require the Supplier to either have a home base in Illinois or to otherwise agree to be subject to any applicable municipal utility tax. 6. All Parties shall have an adequate opportunity to review and comment on the Contract Package prior to its release to prospective bidders, and shall provide such comments to the Official Coordinator. The proposed final Contract Package must be approved by a vote of the Party Representatives as described in Section 3.E before release to prospective bidders. SECTION S. BIDDING AND CONTRACTING PROCESS. A. Solicitation of Sealed Bids and Selection of Supplier. 1. Following the adoption of an Authorizing Ordinance and the POG by each Party, the Official Coordinator, with the assistance of any energy consultant agreed upon by the Parties and in a manner consistent with the parameters agreed upon by the Consortium, shall publicly issue the Contract Package for solicitation of competitive sealed bids for the Joint Power Supply Bid, in accordance with the Agreed Schedule ("Sealed Bids"). The Official Coordinator shall establish a deadline for the submission of Sealed Bids, in accordance with the Agreed Schedule. 2. During the time following the issuance of the Contract Package, and prior to the deadline for submission of Sealed Bids, the Official Coordinator shall issue such addenda to the prospective Suppliers as may be necessary to respond to the inquiries of such prospective Suppliers or to clarify any technical requirements and/or the Contract Package. The Official Coordinator shall notify the other Parties about any such addenda and no such addenda may change the terms of the defined parameters without a two-thirds vote of the membership. The Parties shall refer any inquiries or issues received or identified regarding any technical requirements and the Contract Package to the Official Coordinator for possible inclusion in such an addendum. No Party other than the Official Coordinator shall respond to any such inquiry or issue prior to the deadline for submission of Sealed Bids. 3. Following receipt of the Sealed Bids, the Official Coordinator shall unseal, review and then provide copies of the reviewed Sealed Bids to each of the Parties along with an initial analysis of the bids. Based upon a schedule or timeline to be determined by the Official Coordinator, the final selection of a Supplier shall be made by a vote of the Party Representatives in accord with the requirements of Section 3(E) (3). B. Administration by the Parties. Once a Supplier has been selected by a vote of the Consortium, the Official Coordinator shall be authorized to execute a Power Supply Agreement on behalf of the entire Consortium and its members on the terms agreed to between the Consortium and the Supplier. The Parties agree not to negotiate new or different terms apart from those approved by the Consortium for the chosen Supplier. Thereafter, the Parties will cooperate and share costs and resources for the administration, implementation and operation of their Electric Aggregation Programs. SECTION 9. PAYMENTS AND EXPENSES. A. Expenses. The Parties acknowledge and agree to use their respective staffs and resources, at no cost to the other Parties, for joint projects or actions undertaken by or on behalf of one or more of the Parties. The Parties acknowledge and agree that from time to time the Consortium may require outside professional services, including legal, engineering, governmental relations, technical, consulting, and market analysis assistance. Each Party shall be responsible for, and each Party agrees to pay or otherwise reimburse, any and all expenses incurred for these services, and any and all other expenses incurred by or on behalf of the Consortium pursuant to this Agreement (collectively, "Shared Expenses"). Costs to membership shall be allocated based on the number of members regardless of population or power usage profiles. However, because the County of McHenry is represented solely by the McHenry County State's Attorney's Office, at no time shall the County be responsible for the cost of legal counsel to the Consortium. The Official Coordinator or his or her designee within the Consortium shall coordinate matters related to Shared Expenses. B. Official Pavor. The County of McHenry shall serve as the official payor of all Shared Expenses for and on behalf of the Consortium with the exception of any legal fees incurred on behalf of the municipal members. Those legal fees shall be billed to the McHenry County Council of Governments which shall allocate those costs between non -County Consortium members based upon the total number of non -County Consortium members. SECTION 10. WITHDRAWAL. A. Right to Withdraw. 1. By executing this Agreement, all Parties make a commitment to participate with the Consortium through the completion of its first Joint Power Supply Bid and through the execution of a Power Supply Agreement by the Party pursuant to such Joint Power Supply Bid (unless the Consortium votes against the selection of any bids pursuant to that Joint Power Supply Bid). Thereafter, regardless of the term of this Agreement, any Party may withdraw as a Party to the Consortium upon the provision of written notice to the other Parties of its withdrawal provided such notice is given in writing to the Coordinator prior to the public issuance of any future Joint Power Supply Bid. Any Party that has not withdrawn prior to the issuance of any second or subsequent Joint Power Supply Bid pursuant to this Agreement must agree to remain a member of the Consortium through the completion of that Joint Power Supply Bid process and the execution of a Power Supply Agreement pursuant to such Joint Power Supply Bid (unless the Consortium votes against the selection of any bids pursuant to that RFP). This restriction on withdrawal is imposed in order to ensure that any Joint Power Supply Bid issued to power suppliers accurately reflects the population for which power will be supplied as the Parties all agree that this has an effect on the bid prices for such power. 2. Any Party may withdraw if the voters of that Party failed to approve the Opt -Out Referendum by providing written notice to the Official Coordinator of the results of the Referendum that require their withdrawal. In that case, the provisions of Section 10 B shall apply to that withdrawing Party. 7 B. Responsibility upon Withdrawal or Termination. Any Party withdrawing from the Consortium pursuant to this Agreement or upon Dissolution or Termination pursuant to this Agreement shall pay its share of costs incurred by or on behalf of the Consortium prior to the effective date of the Party's withdrawal or upon Termination or Dissolution. If the Withdrawal of one or more Parties results in the dissolution and termination of the Consortium pursuant to this Agreement, the withdrawing Party or Parties shall cooperate and participate in the dissolution and termination of the Consortium. C. Dissolution and Termination. The term of this Agreement shall be two years from the date the first member executes this Agreement. However, if either of the following occurs prior to that date, the Agreement shall terminate: (1) one or more of the Parties effectively withdraw pursuant to this Section 10 such that the total number of Parties is fewer than two; or (2) all of the Parties agree in writing to terminate the Agreement. If neither of the two listed events occurs, the Agreement shall continue to automatically renew for additional one year periods, or until one of the two listed events occur, whichever is shorter. SECTION 11. GENERAL PROVISIONS. A. Notices. Unless otherwise provided herein, all notices required or permitted to be given under this Agreement shall be given by the Parties by: (i) personal service; (ii) deposit in the United States mail, enclosed in a sealed envelope with first class postage thereon; or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section. The address of any Party may be changed by written notice to the Official Coordinator. Any mailed notices shall be deemed to have been given and received within three (3) days after the same has been mailed and any notice given by overnight courier shall be deemed to have been given and received within twenty-four (24) hours after deposit. Notices and communications to each Party shall be addressed to, and delivered at, the following addresses: County of McHenry Attn: Municipal Aggregation Representative McHenry County Government Center 2200 North Seminary Avenue Woodstock, IL 60098 Attn: County Administrator McHenry County State's Attorney's Office 2200 North Seminary Avenue Woodstock, IL 60098 Attn: Civil Division Chief Village of Algonquin 2200 Hamish Drive Algonquin, IL 60102 Attn:Municipal Aggregation Representative City of Genoa 333 E. First Street Genoa, IL 60135 E3 Village of Huntley 10987 Main Street Huntley, IL 60142 Attn: Municipal Aggregation Representative Village of Lake in the Hills 600 Harvest Gate Lake in the Hills, IL 60156 Attn: Municipal Aggregation Representative Village of Lakewood 2500 Lake Avenue Lakewood, IL 60014 Attn: Municipal Aggregation Representative City of Marengo 132 E. Prairie Street Marengo, IL 60152 Attn: Municipal Aggregation Representative Village of McCullom Lake 4811 W. Orchard Drive McCullom Lake, IL 60050 Attn: Municipal Aggregation Representative City of McHenry 333 S. Green Street McHenry, IL 60050 Attn: Municipal Aggregation Representative Village of Ringwood 6000 Barnard Mill Road Ringwood, IL 60072-9636 Attn: Municipal Aggregation Representative Village of Spring Grove 7401 Meyer Road Spring Grove, IL 60081 Attn: Municipal Aggregation Representative City of Woodstock 121 W. Calhoun Street Woodstock, IL 60098 Attn: Municipal Aggregation Representative Village of Johnsburg 1515 Channel Beach Road Johnsburg,IL 60051 Attn: Municipal Aggregation Representative Anna Bicanic Moeller McHenry County Council of Governments 44 N. Virginia Street, Suite 2A Crystal Lake, IL 60014 Ruth A. Schlossberg Zukowski, Rogers, Flood & McArdle 50 N. Virginia Street Crystal Lake, IL 60014 B. Entire Agreement. 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 in entering into this Agreement. This Agreement, and all covenants and provisions herein contained shall bind and inure to the benefit of each respective local governmental entity which is a party hereto and their respective successors and assigns. C. Severability. If any provision of this Agreement is construed or held to be void, invalid, or unenforceable in any respect, the remaining provisions of this Agreement shall not be affected thereby but shall remain in full force and effect. D. Interpretation. It is the express intent of the Parties that this Agreement shall be construed and interpreted so as to preserve its validity and enforceability as a whole. In case of any conflict among the provisions of this Agreement, the provision that best promotes and reflects the intent of the Parties shall control. The Parties hereto have been represented by counsel and have had full opportunity to discuss this Agreement prior to execution. This Agreement shall be construed without regard to the identity of the Party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all Parties to this Agreement participated equally in the drafting thereof. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. E. Amendments and Modifications. This Agreement shall not be modified, changed, altered, or amended without the duly authorized and written consent of each of the Parties by their 7 respective Board, Council or corporate authorities and pursuant to ordinances or resolutions duly adopted and approved by the Party's Board, Council or corporate authorities. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved by the Board, Council or corporate authorities of each party and properly executed in accordance with all applicable law. F. Authority to Execute. Each Party hereby warrants and represents to each other Party that the person executing this Agreement on its behalf has been properly authorized to do so by the Board, Council or corporate authorities of the Party. G. No Third Party Beneficiaries. Nothing in this Agreement shall create, or shall be construed or interpreted to create, any third party beneficiary rights except for the MCCG and only to the extent that the MCCG is an indemnified party. H. Indemnification. Each Party hereby agrees to indemnify, hold harmless and defend any other Party from and against any and all losses, claims, expenses and damages (including reasonable attorneys' fees) made against or incurred by the other Party for any actions taken or failures to act by the indemnifying Party 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 Party. Further, each Party, other than the Official Coordinator, agrees to indemnify, hold harmless, and defend the Official Coordinator (and MCCG to the extent that MCCG is working on behalf of the Consortium at the direction of the Official Coordinator) and any of its officers, employees or agents from and against any and all losses, claims, expenses and damages (including reasonable attorney's fees) made against or incurred by the Official Coordinator or any of its officers, employees and agents (and MCCG to the extent that MCCG is working on behalf of the Consortium at the direction of the Official Coordinator) for actions taken or failures to act under this Agreement in its role as Official Coordinator (or for MCCG to the extent that MCCG is working on behalf of the Consortium at the direction of the Official Coordinator), except to the extent such actions or failures to act were willful and wanton. I. Law Firm Representation. By executing this Agreement, each Party hereby waives any conflict of interest, selects and permits the law firm of Zukowski, Rogers, Flood & McArdle ("ZRFM") to represent the non -County members of the Consortium. This representation may be changed by the Party Representatives upon a two-thirds vote in favor of such a change. J. Execution. This Agreement shall 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 PAGE FOLLOWS] 10 IN WITNESS WHEREOF, the Parties have by their duty authorized officers and representatives set their hands and affixed their seals to be effective as of the Effective Date of this Agreement. COUNTY OF MCHENRY By CITY OF GENOA By Ken Koehler, Chairman McHenry County Board Todd Walker, Mayor CITY OF MARENGO BY CITY OFF MCHENRY BY �4�a Susan E. Low, Mayor Donald B. Lockhart, Mayor CITY OF WOODSTOCK By VILLAGE OF ALGONQUIN By Brian Sager, PhD, Mayor John C. Schmitt, President VILLAGE OF HUNTLEY By VILLAGE OF LAKE IN THE HILLS By Charles H. Sass, Mayor Edwin Plaza, President VILLAGE OF LAKEWOOD By VILLAGE OF MCCULLOM LAKE By Erin Smith, President Terry Counley, President VILLAGE OF SPRING GROVE By VILLAGE OF RINGWOOD By Mark Eisenberg, President Richard Mack, President VILLAGE OF JOHNSBURG By Ed Hettermann, President ZAWMCCOGWunicipal Aggregation\Execution CopyNersion 2-8-12.doc 11