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
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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
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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.
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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
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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.
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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
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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]
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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
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