R-1122 - 09/13/2011 - IGA AGREEMENT - Resolutions (2)RESOLUTION 2011- IGA -AG- ELEC -EX1 -R -1122
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT
WITH THE VILLAGES OF GRAYSLAKE AND LINCOLNWOOD CONCERNING ELECTRIC
AGGREGATION AND AUTHORIZING THE VILLAGE MANAGER TO ACCEPT BIDS
FOR ELECTRICITY SUPPLY
WHEREAS, Section 1 -92 of the Illinois Power Agency Act, 20 ILCS 3855/1 -92 ( "Act'), authorizes
the corporate authorities of a municipality 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
( "Electricity Aggregation Program "); and
WHEREAS, pursuant to the Act, municipalities may, if authorized by referendum, operate an
Electricity Aggregation Program as an "opt -out" program that applies to all residential and small
commercial retail electrical customers unless they affirmatively choose not to participate; and
WHEREAS, the Act authorizes municipalities to jointly operate an Electricity Aggregation
Program and does not prohibit municipalities from entering into an intergovernmental agreement to
aggregate electric loads for those programs; and
WHEREAS, on April 5, 2011, the voters of the Village approved a referendum to authorize the
operation of a Program as an "opt -out" program; and
WHEREAS, the Village President and Board of Trustees adopted Ordinance No. 2011- GL -ELEC-
S -1314, authorizing the establishment of an Electricity Aggregation Program as an "opt -our program; and
WHEREAS, the Village President and Board of Trustees have determined that combining the
bidding and contracting process to obtain the supply of electric power for its Electricity Aggregation
Program with the Village of Grayslake ( "Grayslake'l and the Village of Lincolnwood ( "Lincoinwood'I
could provide potential savings through a joint project bid ( "Joint Power Supply Bid "); and
WHEREAS, the Village desires to approve an Intergovernmental Agreement by, between, and
among the Village, Grayslake, and Lincolnwood to facilitate joint action and intergovernmental
cooperation for the Joint Power Supply Bid ( "Intergovernmental Agreement "); and
WHEREAS, the Village anticipates that upon the opening of bids received in connection with the
Joint Power Supply Bid process, the Village will be required to decide whether to enter into a contract for
the provision of electricity with the winning bidder prior to the next regularly scheduled meeting of the
Village Board of Trustees; and
WHEREAS, if the most favorable bid received in connection with the Joint Power Supply Bid
process reflects a pricing schedule lower than that submitted by ComEd, residential and small commercial
retail customers within the Village will realize cost savings upon execution by the Village of a contract for
the provision of electricity with the entity that submits the most favorable bid; and
WHEREAS, in order to preserve the ability of the Village to enter into a contract with the entity
that submits the most favorable bid in connection with the Joint Power Supply Bid process, the Village
President and Board of Trustees have determined that it will serve and be in the best interests of the
Village and its residents to authorize the Village Manager to (i) execute, on behalf of the Village the
Intergovernmental Agreement with Grayslake and Lincolnwood, (ii) accept the Joint Power Supply Bid on
Resolution 2011 -IGA-AG-ELEC-EX I -R-1 122
IGA w /Lincolnwood, Grayslake
Re: Electricity
Page 2 of 3
behalf of the Village; and (iii) negotiate the terms of a power supply agreement for the consideration of the
President and the Board of Trustees based on the terms of the Joint Power Supply Bid;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The facts and statements contained in the preamble to this Resolution
are found to be true and correct and are hereby adopted as part of this Resolution.
Section 2: Approval of Aqreement. The Intergovernmental Agreement between and among
the Village, Grayslake, and Lincolnwood shall be, and is hereby, approved in substantially the form
attached to this Resolution as Exhibit A.
Section 3: Execution of Agreement. The Village Manager and Village Clerk shall be, and
they are hereby, authorized and directed to execute and attest, on behalf of the Village, the
Intergovernmental Agreement and all documentation related thereto.
Section 4: Authorization to Accept Joint Power Supply Bid and Negotiate the Terms of a
Power Supply Aqreement.
A. Authorization to Accept Bids and Negotiate Power Supply Agreement Terms. The
President and Board of Trustees shall, and do hereby, authorize the Village Manager to accept, on behalf
of the Village, the Joint Power Supply Bid, and to negotiate the terms of a power supply agreement for a
term not to exceed three years for the provision of electricity to residential and small commercial retail
customers within the Village with the selected bidder ( "Power Supply Agreement').
B. Power Supply Agreement Subject to Board Approval. This Resolution shall not be
deemed or interpreted as authorizing the Village Manager to execute the Power Supply Agreement on
behalf of the Village. The President and Board of Trustees retain the authority, in their sole discretion, to
accept or reject the Power Supply Agreement.
C. No Obligation to Accept Bids. This Resolution shall not be deemed or interpreted as
obligating the Village Manager to accept any bid in connection with the Joint Power Supply Bid process.
In the event that the Village Manager determines, in his discretion, that the bids submitted in connection
with the Joint Power Supply Bid process are not favorable to the Village or to the residential and small
commercial retail customers within the Village, then the Village Manager shall be, and is hereby,
authorized to reject all of the bids on behalf of the Village.
Section 5: Effective Date. This Resolution shall be in full force and effect from and after its
passage and approval as provided by law.
APPROVED THIS 13`h day of September, 201
Gopal G. =dent
PASSED THIS 13`" day of September, 2011
Ayes: Trustees Manzo, Moy, Wolin, Yusuf and Zannis
Nays: None
Absent: Trustee Aktivis
Resolution 2011- IGA -AG- ELEC -EXI -R -1122
IGA w /Lincolnwood, Grayslake
Re: Electricity
Page 3 of 3
ATTEST'
Charlotte K. Pruss, Village Clerk
Resolution 2011 - IGA -AG- ELEC -EXI -R -1122
IGA w /Lincolnwood, Grayslake
Re: Electricity
Page 4 of 3
Exhibit A
Intergovernmental Agreement
INTERGOVERNMENTAL AGREEMENT
BY, BETWEEN, AND AMONG THE VILLAGE OF GRAYSLAKE,
THE VILLAGE OF LINCOLNWOOD, AND THE VILLAGE OF OAK BROOK
CONCERNING ELECTRIC AGGREGATION
THIS INTERGOVERNMENTAL AGREEMENT ( "Agreement') is made and entered into
as of the _th day of 2011, by, between, and among the VILLAGE OF
GRAYSLAKE, an Illinois municipal corporation ( "Grayslake "), THE VILLAGE OF
LINCOLNWOOD, an Illinois home rule municipal corporation ( "Lincolnwood'), and THE
VILLAGE OF OAK BROOK, an Illinois municipal corporation ( "Oak Brook") (collectively, the
"Parties").
WHEREAS, Section 1 -92 of the Illinois Power Agency Act, 20 ILCS 3855/1 -92 ( "Acf ),
authorizes the corporate authorities of a municipality 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, 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 affirmatively choose not to
participate; and
WHEREAS, the Act authorizes municipalities to jointly operate an Electric Aggregation
Program and does not prohibit municipalities from entering into an intergovernmental agreement
to aggregate electric loads for those programs; and
WHEREAS, in April 2011, Grayslake, Lincolnwood, and Oak Brook were authorized by
referendum to establish "opt -out" Electric Aggregation Programs pursuant to the Act; 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 savings through a joint project bid ( "Joint Power
Supply Bid); and
WHEREAS, the Parties desire to establish an Intergovernmental Agreement by,
between, and among Grayslake, Lincolnwood, and Oak Brook to facilitate joint action and
intergovernmental cooperation for the Joint Power Supply Bid; and
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
Action, 5 ILCS 220/1 et seq., and Section 1 -92 of the Act, 20 ILCS 3855/1 -92; 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 interests of
its citizens and of the general public welfare that this Agreement be executed and implemented
by the Parties; and
WHEREAS, prior to their consideration of this Agreement, the Parties each considered
and approved a joint representation agreement with Holland & Knight LLP for the provision of
legal services relating to the Joint Power Supply Bid and this Agreement; and
WHEREAS, the Parties have each approved this Agreement by an ordinance or
resolution duly adopted by the Party's corporate authorities; and
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, Article VII, Section 10 of the Illinois Constitution of
1970; the Intergovernmental Cooperation Act, 5 ILCS 22011 et seq., and Section 1 -92 of the Act,
20 ILCS 3855/1 -92, 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 all of the authority, powers, and
resources necessary and convenient to allow the Parties to jointly and efficiently address
common bidding and contracting for the Joint Power Supply Bid. 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 being appropriate for, the joint action of the Parties.
SECTION 3. TERM; OTHER PARTIES.
A. Effective Date. This Agreement shall take effect as of the date stated in the first
paragraph of this Agreement. .
B. Term. The term of this Agreement shall be one (1) year from the effective date of
this Agreement (the "Initial Term'j. Unless either Party gives written notification
of intent to terminate this Agreement not less than ninety (90) days prior to the
expiration of the Initial Term, or unless the Agreement is otherwise terminated as
set forth in Section 6 herein, the Agreement shall automatically renew for another
one (1) year period (the "Subsequent Term'J. At the end of any Subsequent
Term, the Agreement shall continue to automatically renew for an additional one
year period, unless terminated by any Party in the same manner as is provided
for the termination of the Initial Term.
C. Governance. The Agreement shall be managed, and the duties under this
Agreement performed, by the respective chief administrative officers of each
Party, or their respective duly authorized representatives or designees ('Party
Representative "). Each Party Representative shall operate and act with respect
to Agreement affairs and actions only pursuant to action duly authorized by the
Party Representative's corporate authorities. Unless otherwise unanimously
agreed to by the Party Representatives with respect to a specific action or policy,
all actions pursuant to the Agreement shall be taken or established only by the
unanimous consent of the Party Representatives.
D. Additional Parties. Additional local government entities may be added as
Parties to this Agreement (a) if approved by all existing Parties, and (b) upon the
new Party's execution and approval of this Agreement, as may be amended, by
an ordinance or resolution duly adopted by the Party's corporate authorities, and
delivery 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 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 the
Joint Power Supply Bid.
B. Independent Operation. Notwithstanding the provisions of Section 4.A of this
Agreement, the Parties acknowledge and agree that the Parties are operating
separate Electric Aggregation Programs for each community pursuant to their
own plans of governance, and that the Joint Power Supply Bid does not create
any responsibility or obligation for any Party to administer or operate any aspect
of the Electric Aggregation Program of any other Party.
SECTION 5. CONTRACTING PROCESS: PAYMENTS AND EXPENSES.
A. Official Coordinator. For the Initial Term of this Agreement Lincolnwood and
Oak Brook shall prepare and submit contract documents and bid specifications
for their portions of the Joint Power Supply Bid to Grayslake, who will serve as
the Official Coordinator to bid the Joint Power Supply Bid.
B. Procedure for Developing Request for Proposals. At such time as the Parties
desire to solicit competitive sealed bids ( "Sealed Bids'l from contractors for the
Joint Power Supply Bid, the Parties shall agree to follow the following process:
The Parties shall meet and confer and agree upon a set of technical
specifications and requirements ( "Technical Requirements') and
bidding and contract documents ( "Contract Package'l for the Joint
Power Supply Bid. The contract documents shall include a contract to be
executed by and between the contractor and each Party for the provision
of electrical power to that Party pursuant to the Joint Power Supply Bid
( "Power Supply Agreement'j.
The Contract Package shall, without limitation, require bidders to submit
pricing to supply electric power to all Parties jointly, provided that the
bidder's pricing structure must allow a Party or Parties to proceed with the
Joint Power Supply Bid at the joint price, or a substantially similar price, if
the corporate authorities of no more than two Parties fail to approve the
Joint Power Supply Bid.
ii. The Contract Package shall provide pricing options for one -year, two -
year, and three -year terms.
iii. The Contract Package shall further require the contractor to obtain and
maintain, for the duration of the Power Supply Agreement, such proof of
insurance and performance security as the Parties deem necessary. .
iv. The Contract Package shall further require the contractor to whom the
Power Supply Agreement is awarded to indemnify each of the Parties
pursuant to the terms of the Power Supply Agreement.
V. All Parties shall have an adequate opportunity to review and comment on
the Technical Requirements and Contract Package, and shall provide
such comments to the Official Coordinator. Revised drafts of the
Technical Requirements and Contract Package shall be prepared and
reviewed by the Parties until such time as the Parties have approved
these documents.
vi. When all Parties are satisfied with the Technical Requirements and
Contract Package, the Official Coordinator may issue these documents to
prospective contractors or suppliers to solicit Sealed Bids, and shall
establish a deadline for the submission of Sealed Bids.
vii. During the time following the issuance of the Technical Requirements and
Contract Package, and prior to the deadline for submission of Sealed
Bids, the Official Coordinator shall issue such addenda to the prospective
contractors as may be necessary to respond to the inquiries of such
prospective contractors or to clarify the Technical Requirements and
Contract Package. The Official Coordinator shall consult with the other
Parties prior to issuing any such addenda. The Parties shall refer any
inquiries or issues received or identified regarding the Technical
Requirements and Contract Package to the Official Coordinator for
possible inclusion in such an addendum.
viii. Following receipt of the Sealed Bids, the Official Coordinator shall provide
copies of the Sealed Bids to each of the Parties. The Party
Representatives shall examine and review the Sealed Bids and shall
confer to discuss the Sealed Bids and to recommend to the Parties which
contractor shall be selected and whether a one -year, two -year, or three
year pricing structure should be selected
ix. The corporate authorities of each Party shall approve the award of the
Power Supply Agreement for that Party by resolution.
C. Administration by the Parties. After the completion of the Joint Power Supply
Bid and the award by each Party of its own Power Supply Agreement with the
contractor, each Party shall be responsible to manage its own Power Supply
Agreement and Electric Aggregation Program.
D. Expenses. The Parties acknowledge and agree to use their respective staffs and
resources, at no cost to the other Parties, for actions undertaken by or on behalf
of one of the Parties. Each Party shall be responsible for, and each Party agrees
to pay, its own expenses incurred for professional services, including legal fees,
engineering inspection, quality control, and any and all other expenses incurred
by that Party during the implementation of the Joint Supply Bid. Any expenses to
be shared between the Parties shall be approved in advance, and in writing, by
each Party.
E. Costs of this Agreement. Pursuant to this Agreement, each Party shall be
responsible to pay its respective share of the cost of the Joint Power Supply Bid
using local funds. Each Party shall budget and appropriate sufficient funds to pay
its respective share of the cost of the Joint Power Supply Bid within its respective
jurisdiction by an ordinance or resolution approved by the Party's corporate
authorities.
F. Approval by Corporate Authorities. The Parties acknowledge and agree that,
although they intend to proceed under a joint bid, the corporate authorities of any
Party may fail to approve the Joint Power Supply Bid or the related Power Supply
Agreement. In either event, the remaining Party or Parties may either proceed
with the Joint Power Supply Bid or proceed individually.
SECTION 6. WITHDRAWAL; TERMINATION.
A. Right to Withdraw. Any Party may withdraw from this Agreement prior to going
out to bid on the Joint Power Supply Bid in the Initial Term or any Subsequent
Term, provided that the withdrawing Party must provide notice to the other
Parties of its withdrawal no later than 48 hours before issuance of the bid.
B. Dissolution and Termination. In addition to the termination provisions set forth
in Section 3.6 of this Agreement, the Agreement shall be dissolved and
terminated (i) upon the written agreement of all the Parties hereto; or (ii) upon the
event of only one Party remaining as a party to this Agreement.
SECTION 7. GENERAL PROVISIONS.
A. Notices. All notices and other materials shall be delivered to the Official
Coordinator. All notices required to be delivered to any Parties pursuant to this
Agreement shall be in writing and shall be deemed delivered to the Party when
delivered in person or by express mail or messenger, via facsimile, or three (3)
days after deposit thereof in any main or branch United States Post Office,
properly addressed to the Party's principal office and to the attention of the
Party's chief administrative official. All notices related to the Technical
Requirements of the Joint Power Supply Bid may be coordinated by the Official
Coordinator and the Party Representatives by electronic mail or other means of
communication, as appropriate.
Notices and communications to each Party shall be addressed to, and delivered
at, the following addresses:
Grayslake: Village of Grayslake With a copy to: Victor P. Filippini, Jr.
10 South Seymour Ave. Holland & Knight LLP
Grayslake, IL 60030 131 S. Dearborn Street
Attn: Village Manager 30th Floor
Chicago, IL 60603
Lincolnwood: Village of Lincolnwood With a copy to: Steven M. Elrod
6900 N. Lincoln Avenue Holland & Knight LLP
Lincolnwood, IL 60712 131 S. Dearborn Street
Attn: Village Administrator 30th Floor
Chicago, IL 60603
Oak Brook: Village of Oak Brook With a copy to: Peter M. Friedman
1200 Oak Brook Road Holland & Knight LLP
Oak Brook, IL 60523 131 S. Dearborn Street
Attn: Village Manager 30th Floor
Chicago, IL 60603
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 respective corporate authorities and pursuant to
ordinances or resolutions duly adopted and approved by the Party's corporate
authorities. No amendment or modification to this Agreement shall be effective
until it is reduced to writing and approved by the 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 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.
H. Indemnification. Each Party hereby agrees to indemnify, hold harmless and
defend the 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 Party in connection
with the Joint Power Supply Bid that arise out of the Joint Power Supply Bid,
each Party's Power Supply Agreement, each Party's Electric Aggregation
Program, Power Supply Agreement, or this Agreement, to the extent that such
claims were not caused by actions, or failures to act, of another Party.
I. 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.
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 date specified in
Subsection 3A of this Agreement.
[SIGNATURES FOLLOW ON SUBSEQUENT PAGE]
ATTEST:
By:
Village Clerk
ATTEST:
By:
Village Clerk
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VILLAGE OF GRAYSLAKE
Village Manager
VILLAGE OF LINCOLNWOOD
By:
Village Administrator
VILLAGE OF OAK BROOK
Village Manager
ATTEST:
By: 41'U
Village Clerk
ATTEST:
Village Clerk
ATTEST:
By:
Village Clerk
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8.31.2011 Draft
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VILLAGE OF GRAYSLAKE
By:
Village Manager
VILLAGE OF LINCOLNWOOD
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Village Administra r
VILLAGE OF OAK BROOK
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