R-13-01THE VILLAGE OF DEERFIELD
RESOLUTION NO. 2013- 1
A RESOLUTION APPROVING THE FIRST AMENDMENT TO THE NORTH SHORE
ELECTRICITY AGGREGATION CONSORTIUM INTERGOVERNMENTAL AGREEMENT
WHEREAS, Section 1 -92 of the Illinois Power Agency Act, 20 ILCS 3855/1 -92 ( "Act'),
permits the corporate authorities of the Village, if authorized by referendum, to adopt an
ordinance creating a program to allow the Village 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 in the Village who do not chose to opt -out
( "Electricity Aggregation Program "); 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 December 2011, the Cities of Highland Park, Lake Forest, and Park
Ridge, and the Villages of Deerfield, Glencoe, Lake Bluff, Northbrook, and Skokie formed the
North Shore Electricity Aggregation Consortium ( "Consortium') pursuant to that certain
Intergovernmental Agreement Establishing the North Shore Electricity Aggregation Consortium
Between and Among the Cities of Highland Park, Lake Forest, and Park Ridge, and the Villages
of Deerfield, Glencoe, Lake Bluff, Northbrook, and Skokie ( "Agreement'l; and
WHEREAS, the Agreement provides for a comprehensive and unified effort to facilitate
joint action and intergovernmental cooperation for a joint project bid for each municipality's
Electricity Aggregation Program ( "Joint Power Supply Bid'); and
WHEREAS, as a result of the Joint Power Supply Bid process, each member of the
Consortium entered into a power supply agreement with MC Squared Energy Services, LLC, for
the provision of electricity as part of its respective Electricity Aggregation Programs; and
WHEREAS, the members of the Consortium now desire to amend the Agreement, in
accordance with Section 11.E of the Agreement, to: (i) extend the term of the Agreement and
the Consortium in perpetuity; (ii) allow the Consortium to continue to address and administer the
Consortium members' Electricity Aggregation Programs; and (iii) allow the Consortium to
address additional issues of mutual interest related to utility and energy efficiency and pricing
that may be identified by the members of the Consortium from time to time ( "First Amendment
to the Agreement'); and
WHEREAS, the Village Board of Trustees has determined that it is in the best interests
of the Village and its residents to maintain the Village's membership in the Consortium and
enter into the First Amendment to the Agreement and;
NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND BOARD OF
TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as
follows:
SECTION ONE: RECITALS. The foregoing recitals are incorporated into, and
made a part of, this Resolution as findings of the Village Board of Trustees.
SECTION TWO: APPROVAL OF AGREEMENT. The First Amendment to the
Agreement shall be, and is hereby, approved in substantially the form attached to this
Resolution as Exhibit A, and in a final form to be approved by the Village Manager and the
Village Attorney.
SECTION THREE: EXECUTION OF AGREEMENT. The Village Manager and the
Deputy Village Clerk shall be, and they are hereby, authorized and directed to execute and
attest, on behalf of the Village, the First Amendment to the Agreement and all necessary
documentation related thereto.
SECTION FOUR: EFFECTIVE DATE. This Resolution shall be in full force and
effect upon its passage and approval by a majority of the members of the Village Board of
Trustees.
PASSED this 22 day of January .1 2013.
AYES: Benton, Farkas, Jsstcr, Opp,�nheim, Struthe-rs (5)
NAYS: Nona.
ABSENT: SeidQn
APPROVED this 22 day of January , 2013.
Mayor
ATTEST:
S.
Village Clerk
#12110164_vl
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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 First Amendment.
ATTEST: VILLAGE OF DEERFIELD
By: ALL ) Giriv� By: J� - -='5�
9e" Village Clerk Village Manager
ATTEST: VILLAGE OF GLENCOE
By:
Village Clerk
ATTEST:
By:
City Clerk
ATTEST:
Bv:
Village Clerk
ATTEST:
By:
City Clerk
ATTEST:
Bv:
Village Clerk
M
By:
Village Manager
CITY OF HIGHLAND PARK
By:
City Manager
VILLAGE OF LAKE BLUFF
By:
Village Administrator
THE CITY OF LAKE FOREST
By:
City Manager
VILLAGE OF NORTHBROOK
By:
Village Manager
EXHIBIT A
FIRST AMENDMENT TO THE AGREEMENT
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FIRST AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT ESTABLISHING THE
NORTH SHORE ELECTRICITY AGGREGATION CONSORTIUM
BETWEEN AND AMONG THE CITIES OF HIGHLAND PARK,
LAKE FOREST, AND PARK RIDGE, AND THE VILLAGES OF
DEERFIELD, GLENCOE, LAKE BLUFF, NORTHBROOK, AND SKOKIE
THIS IS A FIRST AMENDMENT ( "First Amendment) to a Intergovernmental
Agreement ( "Agreement'), dated January 1, 2013, by and between, and among VILLAGE OF
DEERFIELD, an Illinois home rule municipal corporation ( "Deerfield'), the VILLAGE OF
GLENCOE, an Illinois municipal corporation ( "Glencoe', the CITY OF HIGHLAND PARK, an
Illinois home rule municipal corporation ( "Highland Park'), the VILLAGE OF LAKE BLUFF, an
Illinois home rule municipal corporation ( "Lake Bluff'), THE CITY OF LAKE FOREST, an
Illinois home rule municipal corporation ( "Lake Forest'), the VILLAGE OF NORTHBROOK, an
Illinois home rule municipal corporation ( 'Northbrook') and the VILLAGE OF PARK RIDGE, an
Illinois home rule municipal corporation ( "Park Ridge "), and the VILLAGE OF SKOKIE, an
Illinois home rule municipal corporation ( "Skokie ") (collectively, the "Parties "). This First
Amendment is made and entered into as of the 1st day of January, 2013 ( "Effective Date').
WITNESSETH:
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 who do not 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, in December 2011, the Parties entered into that certain Intergovernmental
Agreement Establishing the North Shore Electricity Aggregation Consortium Between and
Among the Cities of Highland Park, Lake Forest, and Park Ridge, and the Villages of Deerfield,
Glencoe, Lake Bluff, Northbrook, and Skokie ( "Agreement'); and
WHEREAS, the electors of each of the Parties approved referenda on March 20, 2012,
permitting the Parties to establish an "opt -out" Electricity Aggregation Program; and
WHEREAS, in accordance with the Agreement, the Parties established the North Shore
Electricity Aggregation Consortium ( "Consortium's to provide for a comprehensive and unified
effort to facilitate joint action and intergovernmental cooperation to combine the bidding and
contracting process to obtain the supply of electric power for their Electricity Aggregation
Programs ( "Joint Power Supply Bid'); and
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WHEREAS, as a result of the Joint Power Supply Bid process, each of the Parties
entered into a power supply agreement with MC Squared Energy Services, LLC, for the
provision of electricity as part of their respective Electricity Aggregation Programs; and
WHEREAS, 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 to: (i) extend the term of the Agreement and the Consortium in
perpetuity; (ii) allow the Consortium to continue to address and administer the Parties' Electricity
Aggregation Programs; and (iii) allow the Consortium to address additional issues of mutual
interest related to utility and energy efficiency and pricing that may be identified by the Parties
from time to time (collectively, "Utility Issues'); 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 First Amendment be executed and
implemented by the Parties; and
WHEREAS, the Parties have each approved this First Amendment 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 220/1 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
First Amendment.
SECTION 2. DEFINITIONS; RULES OF CONSTRUCTION.
A. Definitions. All capitalized words and phrases used throughout this First
Amendment shall have the meanings set forth in the various provisions of this First Amendment.
If a word or phase is not specifically defined in this First Amendment, it shall have the same
meaning as in the Agreement.
B. Rules of Construction. Except as specifically provided in this First Amendment,
all terms, provisions and requirements contained in the Agreement shall remain unchanged and
in full force and effect. In the event of a conflict between the text of the Agreement and the text
of this First Amendment, the text of this First Amendment shall control.
SECTION 3. PURPOSE.
This First Amendment is made for the purpose of extending the duration of the
Consortium and endowing it with all of the authority, powers, and resources necessary and
convenient to allow the Parties to jointly and efficiently: (i) continue to administer the Parties'
Electricity Aggregation Programs; (ii) address common bidding and contracting for future Joint
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Power Supply Bids; and (iii) address Utility Issues identified by the Parties. This First
Amendment 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 future Joint Power Supply
Bids and Utility Issues for the Parties.
SECTION 4. GENERAL COOPERATION.
The Parties acknowledge and agree:
A. To cooperate with each other in furtherance of the purposes, goals, and
objectives of the Consortium, the Agreement, and this First Amendment. Cooperation required
by this First Amendment 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 future Joint Power Supply Bids and Utility Issues.
B. The Consortium shall continue to research and investigate the electricity market
and various options for the issuance of future Joint Supply Power Bids in accordance with the
Agreement.
C. The Consortium shall research and investigate Utility Issues and the relevant and
appropriate utility markets and various options available to the Consortium to achieve energy
and utility pricing and efficiency savings.
E. The Consortium shall continue to have the authority to prepare Technical
Requirements and bidding and contract documents incorporating the Technical Requirements
for future Joint Supply Power Bids and to address Utility Issues.
F. The Consortium shall continue to have the authority to mutually select, or change
as may be necessary, one Party to serve as the official coordinator to bid future Joint Power
Supply Bids or bids or proposals related to Utility Issues ( "Official Coordinator').
G. The Consortium shall continue to have the authority to prepare Educational
Materials concerning the Joint Supply Power Bid, future Joint Power Bids, and Utility Issues.
SECTION 5. PAYMENTS AND EXPENSES.
A. Official Payor. Highland Park shall continue to serve as the official payor of all
Shared Expenses for and on behalf of the Consortium. In connection therewith, Highland Park
shall have the authority to collect and accept revenues, payments, and fees from the Parties or
any entity that contracts with the Parties, as may be agreed to by the Parties from time to time.
B. Expenses. Pursuant to the Agreement and this First Amendment, each Party
shall be responsible to pay its respective share, using its own local funds, of the costs and
expenses of the Consortium, including, without limitation, the cost of the Joint Power Supply
Bid, future Joint Power Supply Bids, and any bids related to Utility Issues that the Parties agree
to issue. Each Party shall budget and appropriate sufficient funds to pay its respective share of
the costs and expenses of the Consortium by an ordinance or resolution approved by the
Party's corporate authorities.
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C. Approval by Corporate Authorities. The Parties acknowledge and agree that,
although they intend to proceed under joint bids, the corporate authorities of any Party may fail
to approve future Joint Power Supply Bids, related Power Supply Agreements, or bids,
proposals, or agreements related to Utility Issues. In the event a Party fails to provide such
approval, the remaining Party or Parties may either proceed with the Joint Power Supply Bids or
bids related to Utility Issues, or proceed individually.
SECTION 6
WITHDRAWAL.
A. Right to Withdraw. Any Party may withdraw as a Party of the Consortium, prior
to going out to bid on a Joint Power Supply Bid or a bid or proposal related to an Utility Issue,
upon the provision of written notice to the other Parties of its withdrawal.
B. Responsibility Upon Withdrawal. Any Party withdrawing from the Consortium
pursuant to Section 6.A of this First Amendment shall pay its share of any and all costs and
expenses incurred by or on behalf of the Consortium prior to the effective date of the Party's
withdrawal and for which the Party is responsible. If the Withdrawal of one or more Parties
results in the dissolution and termination of the Consortium pursuant to Section 6.0 of this First
Amendment, the withdrawing Party or Parties shall cooperate and participate in the dissolution
and termination of the Consortium.
C. Dissolution and Termination. The Consortium shall be dissolved and
terminated upon the earlier to occur of: (i) the effective withdrawal pursuant to this Section 6 of
one or more Parties so as to reduce the total number of Parties to fewer than two; or (ii) the
written agreement of all of the Parties to this First Amendment.
SECTION 7. GENERAL PROVISIONS.
A. Notices. All notices required or permitted to be given under this First
Amendment shall be given by the Parties as specified in the Agreement.
B. Entire Agreement. There are no representations, covenants, promises, or
obligations not contained in this First Amendment that form any part of this First Amendment or
upon which any of the Parties is relying in entering into this First Amendment. This First
Amendment, 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. Effective Date. This First Amendment shall take effect upon the execution of this
First Amendment by all of the Parties.
D. Severability. If any provision of this First Amendment is construed or held to be
void, invalid, or unenforceable in any respect, the remaining provisions of this First Amendment
shall not be affected thereby but shall remain in full force and effect.
E. Interpretation. It is the express intent of the Parties that the First Amendment
shall be construed and interpreted so as to preserve its validity and enforceability of the
Agreement and this First Amendment. The Parties hereto have been represented by counsel
and have had full opportunity to discuss this First Amendment prior to execution. This First
Amendment shall be construed without regard to the identity of the Party who drafted the
various provisions of this First Amendment. Moreover, each and every provision of this First
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Amendment shall be construed as though all Parties to this First Amendment 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 First
Amendment.
F. Amendments and Modifications. This First Amendment 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 First Amendment 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.
G. Authority to Execute. Each Party hereby warrants and represents to each other
Party that the person executing this First Amendment on its behalf has been properly authorized
to do so by the corporate authorities of the Party.
H. No Third Party Beneficiaries. Nothing in this First Amendment shall create, or
shall be construed or interpreted to create, any third party beneficiary rights.
1. Indemnification. Each Party (the "Indemnifying Party'l hereby agrees to
indemnify, hold harmless and defend the other Parties (each an "Indemnified Party') from and
against any and all losses, claims, expenses and damages (including reasonable attorneys'
fees) made against or incurred by the Indemnified Party for any actions taken or failures to act
by the Indemnifying Party in connection with a bid related to Utility Issues that arise out of such
bid, each agreement that a Party may enter into as a related to a bid issued by the Consortium
related to Utility Issues, or this First Amendment, to the extent that such claims were not caused
by actions, or failures to act, of the Indemnified Party.
J. Execution. This First Amendment 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 First Amendment.
[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 First Amendment.
ATTEST: VILLAGE OF DEERFIELD
By:
Village Clerk
ATTEST:
Bv:
Village Clerk
ATTEST:
By:
City Clerk
ATTEST:
By:
Village Clerk
ATTEST:
By:
City Clerk
ATTEST:
Bv:
Village Clerk
6
By:
Village Manager
VILLAGE OF GLENCOE
By:
Village Manager
CITY OF HIGHLAND PARK
By:
City Manager
VILLAGE OF LAKE BLUFF
By:
Village Administrator
THE CITY OF LAKE FOREST
By:
City Manager
VILLAGE OF NORTHBROOK
By:
Village Manager
ATTEST:
By:
City Clerk
ATTEST:
By:
Village Clerk
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CITY OF PARK RIDGE
By:
City Manager
VILLAGE OF SKOKIE
By:
Village Manager