2015-26 September 15, 2015
RESOLUTION NO. 2015—26
A RESOLUTION APPROVING AN
INTERGOVERNMENTAL AGREEMENT
CONCERNING THE NORTHWEST SUBURBAN HOUSING COLLABORATIVE
WHEREAS, the Village of Buffalo Grove, Cook and Lake Counties, is a Home Rule Unit
pursuant to the Illinois Constitution of 1970; and,
WHEREAS, the Village of Buffalo Grove and adjacent communities including the
Village of Arlington Heights, the Village of Mount Prospect, the Village of Palatine and the
City of Rolling Meadows formed the Northwest Suburban Housing Collaborative ("the
Collaborative")to address housing issues in northwest Cook County; and,
WHEREAS, the Collaborative members entered into an Intergovernmental Agreement
in August 2011 concerning grant funding to support the services of a housing consultant to
work on initiatives and programs for the Collaborative; and,
WHEREAS, in 2012, said agreement was amended extending the term to three years,
expiring on August 31, 2015; and,
WHEREAS, the Collaborative wish to continue their efforts to address housing issues
and are seeking approval of a new 5-year Intergovernmental Agreement, expiring on
September 1, 2020.
NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the
Village of Buffalo Grove, Cook and Lake Counties, Illinois that:
Section 1. The Intergovernmental Agreement dated September 1, 2015 attached
hereto as Exhibit A is hereby approved.
Section 2. The Village President and Village Clerk are hereby authorized and directed
to execute said Agreement on behalf of the Village of Buffalo Grove.
Section 3. This Resolution shall be in full force and effect from and after its passage
and approval as provided by law.
AYES: 6— Berman, Trilling, Stein, Ottenheimer, Weidenfeld,Johnson
NAYS: 0- None
ABSENT: 0- None
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PASSED: September 21, 2015.
APPROVED: September 21, 2015.
APPROVED:
BEVERLY SLl SAN
Village President
ATTEST:
JANET M. SIRABIAN
Village Clerk
`
|NTERBOVER&8ENTALAGREEK8EWT
NORTHWEST SUBURBAN HOUSING COLLABORATIVE
THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is entered into this V:� of
, 2015 by and between the Village of Arlington Heights ("Arlington Heights"), the
Viliake Y�f Buffalo Grove ("Buffalo Grove"), the Village of Mount Prospect ("Mount Prospect"),the Village
of Palatine ("Palatine"), and the City of Rolling Meadows ("Rolling N1eadoxxs"VindividuaUy
"Municipality"; collectively, the "Municipalities"), all being Illinois home rule municipal corporations,
with the support and assistance of the Metropolitan Mayors Caucus ("MK8C"), an Illinois not-for-profit
corporation, for the purpose of collaborating to address housing issues in Northwest Cook County,
Illinois. Although the KAMC is not a Municipality nr signatory to this Agreement, it agrees to fulfill its
obligations set forth herein.
WHEREAS, the Municipalities are home rule municipalities pursuant to Article V11, Section 6 o
the 1970 Illinois Constitution, and as such, may exercise any power and perform any function related to
their government and affairs not otherwise precluded by state law or Constitutional provision; and
WHEREAS, Article VU, Section 10 of the Illinois Constitution of 1970 authorizes units of local
government to enter into agreements to exercise, combine or transfer any power or function not
prohibited 10 them by law orordinance; and
WHEREAS, the Intergovernmental Agreement Cooperation Act, S |LCS 228/I et itqL ("Act"),
authorizes units of local government to exercise jointly with any public agency ofthe State, including
other units oflocal government, any power, privilege or authority which may be exercised by unit of
local government individually, and to enter into agreements for the performance of governmental
services, activities orundertakings; and
WHEREAS, the corporate authorities of the Municipalities agree that a collaborative approach
by the Municipalities to address housing issues, which may include using available state, federal and
county funds, will most effectively address the housing issues in the region; and
WHEREAS, WiK4C has applied for and agrees to continue to apply for grants on behalf of the
participating municipalities; and
WHEREAS, independent consultants ("Consultants") may be retained to implement the inter-
jurisdictional housing work as provided in contracts tobe executed with any Consultants, and a Steering
Committee ("Committee") is created by this Agreement to direct and oversee the work of any
Consultants; and
WHEREAS, the corporate authorities ofeach Municipality agree that itisin their best interest to
enter into this Intergovernmental Agreement; and
WHEREAS, the various undertakings by the Municipalities set forth in this Agreement relate to
the respective government and affairs uf the Municipalities.
NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants and
promises herein contained, and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Municipalities hereby agree as follows:
Section 1. Incorporation of Recitals
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The Recitals of this Agreement are hereby incorporated by reference into this Agreement as if
fully set forth herein.
Section 2. Lead Municipality
Arlington Heights shall be the Lead Municipality for purposes of this Agreement. Another
Municipality may replace Arlington Heights as Lead Municipality upon Arlington Heights' request and
them 'orityappnzma| oftheComnoittee.
Section 3. Establishment of Committee
A. A Steering Committee ("Committee") is created to direct the activities of the
Collaborative, including overseeing any Consultants hired in connection with the Collaborative's work.
B. The Committee shall consist of two representatives from each Municipality("Committee
Members"), appointed by the Mayor or Village President of each Municipality. On an annual basis,
rotating among the participating municipalities, one of the Committee Members shall be selected, to act
as chair of the Committee and as liaison between any Consultants and the Committee.
C. No Committee Member shall receive compensation for service on the Committee, or
additional compensation if the Member is an employee or elected official of the appointing
Municipality. Each Member shall continue to serve on the Committee until such time as the Member is
replaced bythe Mayor/Village President of the appointing Municipality.
D. The Committee shall be subject to and governed by the terms of this Agreement and
any By-Laws adopted by the Committee as amended from time to time. In the event ofa conflict
between this Agreement and the By-Laws, the terms of this Agreement shall control the creation and
operation ofthe Committee.
E. The Committee is not intended to be a legal entity, separate and apart from the
individual Municipalities. It has no power to contract or take any other legally binding action.
Section 4. Dudes of Committee
A. The Committee shall select any Consultants.
B. The Committee will monitor the performance of any Consultants pursuant to their
contractual obligations.
C. The Committee will provide general direction to any Consultants.
D. The Municipality Representative designated as the chair of the Committee shall be the
day to day liaison between the Committee and any Consultants.
E. K4IVIC will work with the Consultants and the Committee to determine the initiatives
that the Consultants will undertake. The Committee, or its designee, will meet with the Consultants and
N1MC periodically /but no less than once per quarter) to review the status of the initiatives, to
coordinate their efforts in furthering the goals of the initiatives, and to evaluate Consultants'
performance based on certain benchmarks, which the Committee and K4MC will determine.
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F. The Committee or its designee will communicate with Consultants periodically (but not
less than once per quarter) to evaluate the Project's status and Consultants performance with respect
to the terms of the Consultant Agreements, as hereinafter defined.
G. Under no circumstances shall the Committee orits Members incur any liability or be
bound by the terms of any contract.
Section S. Consultants'Responsibilities
A. The selected Consultants will enter into contracts with the Lead Municipality
("Consultant Agreements"), which Agreements shall be based upon Statements of Gen/ices and
Deliverables as determined by the Committee and consistent with requirements of grants secured by
the Collaborative, and also include the responsibilities described in this Section and payment limitations
described in Section 6(A).
B. The Consultants will report to the Committee as required in the Consultant Agreements.
C. The Consultants shall perform their duties and obligations in accordance with all
applicable federal, state and local rules and regulations.
D. The Consultants may apply for grants on behalf of the W1MC10 support on-going inter-
jurisdictional housingvvorkintheMunicipa|ities, subieut1opriorwvrittenapprova| ofthe Committee and
final acceptance byMK0C.
E. The Consultants' responsibilities and duties may be expanded or continued if additional
grant funds are obtained.
Section 6. Responsibilities for Consultant Payments
A. The Lead Municipality will contract with the Consultants on behalf of the Municipalities
and MK8C. The Consultants shall be paid directly by K8K4C, in accordance with the terms of the
Consultant Agreements, dependent upon MK4C's receipt of grant funds, as well as the Consultants'
satisfactory performance of their responsibilities and duties. In the event all grant funds are not
disbursed, these Agreements shall become null and void.
B. The Committee has no responsibility for the payment of any invoices; provided,
however, that the chair of the Committee will direct MMC to pay only those invoices for which no
objection is received from the majority of the Municipalities.
C. The chair ofthe Committee will distribute the Consultants' invoices to each Municipality
and will approve all reasonable charges for payment by MMC, provided that no invoice or portion
thereof will be paid if majority of the Municipalities object to the invoice or portion thereof in writing
to the bead Municipality within seven days of receipt. In the event that timely written objections are
received from a majority of the Municipalities, or the chair of the Committee determines that services
have not been fully and satisfactorily performed, no payment shall be made unless and until payment is
expressly directed and authorized bya majority of the Committee Members.
D. The chair of the Committee will submit the Consultants' approved invoices to MMC for
payment. MK8C, as fiscal agent for the grant awards secured by the Collaborative, will be responsible for
paying the Consultants. Under no circumstances will any payment of grant funds or payment of any
kind, including reimbursements, be made bymr come from any Municipality. All payments owed to
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Consultant under these Agreements shall be made by, and are the sole responsibility of, MMC, as
recipient of grant funds and as fiscal agent for grants.
Section Z Project CmmtnibotimnslLiabNYty for Payments
A. MMC has agreed to provide staff support and technical assistance, free of charge to the
Municipalities, to assist the Consultants in performance of their work under the Consultant
Agreements. As recipient of grant funds and the entity responsible for making payments to the
Consultants, MMC will participate in the review of the Consultants' invoices and progress reports.
B. Each Municipality has agreed to absorb any already incurred and future internal
administrative costs for their own employees' time and energy, as well as miscellaneous costs and
expenses associated with creating and implementing this Project. No other funds shall be provided by
the Municipalities unless specifically agreed to in writing by the corporate authorities of the
Municipalities.
C. Under no circumstances shall any Municipality incur any liability or be bound by the
terms of any contract unless that liability or contract is expressly authorized and approved by the
governing bodies of the Municipalities.
Section 8. Mutual Release, Hold Harmless and Waiver of Claims
Each Municipality, for itself and its elected or appointed officers and officials, president and
trustees, mayor and commissioners, agents, volunteers, attorneys, engineers, representatives and/or
employees agrees to waive, release, relinquish and hold harmless all of the other Municipalities, and
their elected or appointed officers and officials, presidents and trustees, mayor or commissioners,
agents, volunteers, attorneys, engineers, representatives and/or employees, from any and all claims,
actions, suits, injuries, damages, costs, expenses and liabilities each other Municipality has, or may have,
individually,jointly or severally, and which arise directly or indirectly out of or in connection in any way
with the performance or termination of this Agreement and any contract entered into pursuant to this
Agreement.
Section 9. Cooperation
The Municipalities agree to work in good faith to achieve the objectives of this Agreement and
to mutually resolve any disputes occurring or arising out of or during the terms of this Agreement. The
Municipalities agree to do all things reasonably necessary or appropriate to carry out the terms,
provisions and objectives of this Agreement.
Section 10. Waiver
The waiver by any Municipality of any breach or violation of any provision of this Agreement
shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the
same or any other provision nf this Agreement.
Section 11 DefaultMBmyach and Remedy
A. The failure or refusal by any Municipality to comply with any of its obligations shall
constitute a default under this Agreement.
B. If any Municipality defaults or breaches in the performance Pf any ofits obligations
under this Agreement, a non-breaching Municipality shall give the breaching Municipality written notice
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of such default/breach, and if the breaching Municipality does not cure the default/breach within 15
days after the giving of such notice, (or if such default is of such nature that it cannot be completely
cured within such period, if the breaching Municipality does not commence such curing within 15 days
and thereafter proceed with reasonable diligence and |n good faith to cure such defau|t/breach), then
the majority ofall non-breaching Municipalities may agree tu terminate the Breaching Municipality's
participation in this Agreement. Upon termination of this Agreement, the Municipalities may pursue all
available legal rights and remedies in court to assert or protect their rights.
C. Should any dispute arising out of this Agreement lead to litigation, the prevailing
Municipality shall not be entitled tn recover its costs nf suit or attorney's fees.
Section 12. Notices.
All notices, demands or other writings which any Municipality is required to, or may wish 1o,
serve upon any other Municipality in connection to this Agreement shall be in writing and shall be
deemed given (a) upon delivery, if personally delivered or if sent by e-mail or facsimile transmission, 10
the Municipalities tmbe give such notice or other communication; (b) on the third business day following
the date of deposit in the United Stated mail, if such notice or other communication is sent by certified
or registered mail with return receipt requested and postage thereon fully prepaid; or (c) on the
business day following the day such notice or other communication is sent by reputable overnight
courier,to the following:
/f10 the Village of Arlington Heights: Village Manager
Village of Arlington Heights
33S.Arlington Heights Road
Arlington Heights, |L60005
/fto the Village of Mount Prospect: Village Manager
Village of Mount Prospect
5O6. Emerson Street
Mount Prospect, |LGDOS6
If to the Village of Buffalo Grove: Village Manager
Village nf Buffalo Grove
5ORauppBlvd.
Buffalo Grove, |L6OO89
/fto the Village ofPalatine: Village Manager
Village ofPalatine
2OO East Wood Street
Palatine, |L6O067
/fto the City of Rolling Meadows: Village City Manager
City of Rolling Meadows
35OOQirchoffRoad
Rolling Meadows, |L6OOO8
Section 13. General
A. After approval by the respective corporate authorities, this Agreement shall be binding
nn each Municipality and its respective successors, including successors inoffice.
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B. This Agreement shall be construed together with the Consultant Agreements, grant
application, and the terms of grant awards received. In the event of a conflict, the terms of this
Agreement shall prevail.
C. This Agreement shall be deemed and construed to be the joint and collective work
product of the Municipalities and, as such, this Agreement shall not be construed against aMunicipality,
as the otherwise purported drafter ofsame, by any court or competent jurisdiction in resolving any
inconsistency, and ambiguity,vagueness or conflict in terms or provisions, if any contained therein.
D. This Agreement creates no rights, title or interest in any person or entity whatsoever
(whether a third Municipality beneficiary thereof or otherwise) other than the Municipalities. Nothing in
this Agreement shall be construed as an express and/or implied waiver nf any common |axv and/or
statutory immunities and/or privileges of the Municipalities, and /or any of their respective officials,
officers and/or employees.
E. Nothing in this Agreement is intended or shall be construed as establishing a separate
legal entity, or the relationship of principal and agent, partnership, or joint venture between or among
the Municipalities, the Committee or any Consultants. Each Municipality hereto shall retain the sole
right to control its own employees, and the affairs and conduct of its employees and representatives,
including the payment of compensation and benefits, shall be sole responsibility of the respective
Municipality.
Section 14. AmmendwmentsyEntimeAgreemmemt
No amendments, changes, modifications, alterations, or waivers of any term, provision or
cnndidonof this Agreemnentshall be binding ore4e�tive for any purpose unless expressed inwriting and
adopted by each of the Municipalities hereto as required by law. The provisions set forth herein,
constitute the entire agreement of the Municipalities regarding the matters addressed in the
Agreement, and supersede any prior agreements or representations, as it is the intent of the
Municipalities to provide for complete integration within the terms of this Agreement.
Section 15. Assignment
This Agreement shall not be assigned by any Municipality without the express written consent
of the other Municipalities, in the sole discretion of those Municipalities.
Section 16. Seeemmb/lity
The terms, conditions, and provisions of this Agreement shall be severable, and if any term,
condition, or provision is found to be invalid or unenforceable for any reason whatsoever, the remaining
sections, subsections, terms, conditions, and provisions shall remain in full force and effect, and shall
not be affected by such determination, unless the Agreement can no longer be performed by any
Municipality.
Section 17. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument. Facsimile signatures
shall be sufficient unless an original signature is required by a Municipality. Reproduction of this
Agreement and its signatures hereon shall bethe equivalent ofan original copy of this Agreement.
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Section 18. Effective Date
The Effective Date of this Agreement shall be 12:01 a.m. on September 1, 2015.
Section 19. Term of Agreement
This Agreement shall be in full force and effect for a term of five years commencing on the
Effective Date, subject to early termination pursuant to Section 20, and such extensions as a majority of
the Committee deem necessary to continue to operate in accordance with the terms of any other grant
agreement authorized under this Agreement.
Section 20. Termination
This Agreement shall terminate upon the expiration of the term set forth in Section 19 above, or
upon mutual agreement, of all of the Municipalities. Any Municipality may withdraw from this
Agreement, at any time, upon at least 30 days prior written notice to the other Municipalities andK4K8C
of its intent to withdraw from this Agreement. Such notice will terminate the rights, duties and
obligations of the withdrawing Municipality, effective on the withdrawal date specified in the notice or
on the thirtieth day after receipt mf the notice bythe MMCorthe Lead Municipality, whichever islater.
|f the withdrawing Municipality isin default under the Agreement at the time it issues the notice, then
its right tnparticipate and receive the benefits contained in the Agreement shall immediately terminate
and the withdrawing Municipality shall still be obligated to cure the default. Withdrawal by a
Municipality shall terminate only that Municipality's participation under the Agreement and shall not
affect the other Municipalities orrequire an amendment to this Agreement.
Section 21. Choke of Law.
This Agreement shall be governed by the laws of the State of Illinois. The Circuit Court of Cook
County, Illinois, shall have jurisdiction over any disputes arising under this Agreement, and each of the
Municipalities hereby consents to such Court's exercise ofjurisdiction.
Section 22. Authority to Execute.
The Municipalities represent and warrant to each other that this Agreement has been adopted
and approved by ordinance or resolution, and they have the authority tm enter into this Agreement and
perform their obligations hereunder.
Section 23. Titles
The headings and titles of this Agreement are for convenience and shall not influence the
construction Vr interpretation ofthis Agreement.
IN WITNESS WHEREOF, the Municipalities hereto have executed this Agreement on the date as
set forth below and herein described.
BY: 6/" Date:
President
Village of Arlington Heights ATTEST:
Village Clerk
BY: Date:
Mayor 0
Village of Mount Prospect
ATTEST'
Village Clerk
BY: Date:
President U
Village of Buffalo Grove
ATTEST:
Village Clerk
BY: Date:
ayor
Village of Palatine ATTEST.&ma4&—WV7—
I
T--� � ge Clerk
erk
BY:=� Date: S
Mayor
City of Rolling Meadows ATTEST: X-,
Village C
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