2020-23 - AUTHORIZING EXECUTION OF INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND SOLID WASTE AGENCY OF NORTHERN COOK COUNTY, "SWANCC" - 05/18/2020 RESOLUTION NO. 2020 - 23
RESOLUTION AUTHORIZING EXECUTION OF INTERGOVERNMENTAL
AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND SOLID
WASTE AGENCY OF NORTHERN COOK COUNTY, "SWANCC"
WHEREAS, the Village of Buffalo Grove and the Solid Waste Agency of Northern Cook
County are both units of local government as defined under the Intergovernmental Cooperation
Act,5 ILCS 220/1, et seq.;
WHEREAS, the Village of Buffalo Grove is a member of the IPBC Health Cooperative
Fund ("Fund");
WHEREAS, under the By-Laws of the Fund, units of government may contract with each
other to create an intergovernmental benefit pool with the rights and powers equivalent to that of
a single member of the Fund;
WHEREAS, SWANCC has requested the Village to enter into an Intergovernmental
Agreement to achieve the purposes and receive the benefits of the Fund;
WHEREAS, the Fund has consented to the Village of Buffalo Grove adding SWANCC as
a listed entity to the Village of Buffalo Grove's membership;
WHEREAS, the entry into the Intergovernmental Agreement is in the best interest of the
Village.
NOW, THEREFORE,BE IT RESOLVED, as follows:
1. That the Village President is authorized to execute an Intergovernmental
Agreement between the Village of Buffalo Grove and Solid Waste Agency of
Northern Cook County, "SWANCC".
2. That the Village staff is authorized to take all necessary steps for the
implementation of said agreement.
AYES: 6—Stein Ottenheimer,Weidenfeld Johnson Smith-,Pike
NAYES: 0 -None
ABSENT: 0 -None
PASSED: May 18,2020
APPROVED: May 18,2020
APPROVED:
B er y Sussm illage rest e
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ATTEST:
S-AAAX
Jane t�"bian,Villa-e Clerk
r,APTBrankiu\l3uffa',o Grove,ViUage\Ordinances\Resolution Authorizing Execution of Intergovernmental Agreement.docx
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INTERGOVERNMENTAL AGREEMENT BETWEEN THE
VILLAGE OF BUFFALO GROVE AND SOLID WASTE AGENCY OF NORTHERN
COOK COUNTY, "SWANCC"
THIS AGREEMENT made and entered into this day ofM44/ , 2020,
by and between the VILLAGE OF BUFFALO GROVE, an Illinois municipal corporation and
("Pool or Cooperative Member") and the S WANCC, ("Listed Entity"), a unit of local
government, quasi-governmental body, or non-profit public service entity.
WITNESSETH:
WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 authorizes
units of local government to contact or otherwise associate among themselves in any manner not
prohibited by law or by ordinance; and
WHEREAS, the "Intergovernmental Cooperation Act" 5 ILCS 220/1 et. seq. authorizes
units of local government to exercise any power or powers, privileges or authority which may be
exercised by a unit of local government individually, to be exercised and enjoyed jointly with
any other unit of local government in the State; and
WHEREAS, units of local government within Illinois have found it increasingly
expensive to provide health and life insurance benefits to their officers and employees; and
WHEREAS, a large number of local government entities, having undertaken a series of
studies to determine the feasibility of creating an intergovernmental entity known as IPBC
("Health Cooperative Fund") for the purposes of administering some or all of the personnel
benefits programs offered by its member units of local government to their respective officers
and employees, created and have successfully operated such a Cooperative; and
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WHEREAS, the corporate authorities of the Village of Buffalo Grove and other local
government entities have organized the Cooperative and have adopted a combined Contract and
By-laws for such agency (the "Cooperative BY-LAWS"); and
WHEREAS, the Contract and By-Laws of Cooperative (`BY-LAWS"), as amended,
allow combinations of units of local government, other governmental bodies, quasi governmental
bodies and non-profit public service entities to contract with each other to create an
intergovernmental benefit pool with the rights and powers equivalent to that of a single member
of the Cooperative; and
WHEREAS, the Cooperative BY-LAWS provide that the Village of Buffalo Grove, as a
member of the Cooperative must add listed entities to receive benefits as defined in the
Cooperative BY-LAWS, provided, however, that the member who lists other entities to its
membership shall be the sole member of the Cooperative, and shall be responsible for all costs
and duties of membership provided by the Cooperative BY-LAWS; and
WHEREAS, SWANCC has requested that the Village of Buffalo Grove add it as a listed
entity to the Village of Buffalo Grove's membership in the Cooperative, provided SWANCC is
responsible for and subject to all the costs, expenses, liabilities, obligations and conditions
arising out of such listing, as is more fully set forth in this Agreement; and
WHEREAS, the Cooperative has heretofore consented to the Village of Buffalo Grove
adding SWANCC as a listed entity to the Village of Buffalo Grove's membership in the
Cooperative.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and
conditions hereinafter contained, the adequacy and sufficiency of which the parties hereto hereby
stipulate,the parties agree as follows:
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1. INCORPORATION OF RECITALS. The recitals contained hereinabove are
incorporated herein by reference as substantive provisions of this Agreement.
2. AGREEMENT TO ACCEPT. Subject to all the terms, provisions, conditions and
restrictions of the Cooperative BY-LAWS, the Village of Buffalo Grove agrees to add
SWANCC as a listed entity to its membership in the Cooperative. SWANCC shall not be
deemed to be a member of the Cooperative.
3. PLAN OF BENEFITS. The Plan of Benefits to be available to eligible employees
of SWANCC shall be the Plan of Benefits available to the Village of Buffalo Grove employees,
as approved and amended from time to time by the Board of Directors of the Cooperative and as
available from time to time to employees of the Village of Buffalo Grove, subject to all the
conditions and restrictions set forth in the Cooperative BY-LAWS, except that: (here list any
exceptions ). In the event SWANCC
wishes to provide a Plan of Benefits through the Village of Buffalo Grove's membership in the
Cooperative which is different than noted herein, such differences shall be subject to the
approval of the Cooperative and the Village of Buffalo Grove. Changes to the Plan of Benefits,
other than changes required by the Cooperative, shall be made by SWANCC only after the
Village of Buffalo Grove has been fully informed of the proposed changes, and the Village of
Buffalo Grove and SWANCC have consulted with one another in a good faith effort to mutually
agree on such changes.
4. ELIGIBLE EMPLOYEES. Only regular full-time employees of SWANCC shall
be eligible to participate in and receive benefits under the Plan of Benefits. For purposes of this
Agreement, "full-time regular employees" shall be defined as set forth in the Personnel Manual
adopted by SWANCC, as amended from time to time. Notwithstanding anything contained
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herein to the contrary, employees of SWANCC shall not be deemed to be employees of the
Village of Buffalo Grove for any purposes.
5. COSTS OF PARTICIPATION. SWANCC shall promptly pay all costs
attributable to SWANCC being a listed entity to the Village of Buffalo Grove's membership in
the Cooperative and participating in the Plan of Benefits, at such terms and in such amounts as
shall be established from time to time by the Cooperative.
6. OBLIGATIONS OF SWANCC TO VILLAGE OF BUFFALO GROVE. Except
to the extent expressly modified by the terms and provisions of this Agreement, SWANCC shall
be obligated to the Village of Buffalo Grove, to the same extent that it would be obligated in any
manner to the Cooperative pursuant to the Cooperative BY-LAWS, as though it were a member
of the Cooperative.
7. EXPULSION OF SWANCC. By a majority vote of the corporate authorities of
the Village of Buffalo Grove, SWANCC may be expelled as a listed agency to the Village of
Buffalo Grove's membership in the Cooperative. Such expulsion may be carried out for one or
more of the following reasons:
A. Failure to make any payments due to the Village of Buffalo Grove or the
Cooperative under this Agreement.
B. Failure to furnish full cooperation with the Cooperative or the Village of
Buffalo Grove's attorneys, claims adjusters, benefits administrator, or any agent,
employee, officer or independent contractor of the Cooperative or the Village of Buffalo
Grove relating to the purpose and powers of the Cooperative or the Village of Buffalo
Grove's participation therein, and/or
C. Failure to carry out any obligation which impairs the ability of the Village
of Buffalo Grove to participate in the Cooperative or which impairs the ability of the
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Cooperative to carry out its purposes and powers.
D. Any event adverse to the interest of the Village of Buffalo Grove as a
result of SWANCC being a listed agency.
SWANCC may not be expelled except after written notice from the Village of Buffalo
Grove of the alleged failure, together with a reasonable opportunity, of not less than ten (10)
days nor more than thirty (30) days, to cure the alleged failure.
8. WITHDRAWAL AS A LISTED AGENCY. With or without cause, SWANCC
may withdraw as a listed agency to the Village of Buffalo Grove's membership in the
Cooperative by giving written notice of withdrawal to the Village of Buffalo Grove at least one-
hundred and eighty (180) days prior to the commencement of any fiscal year of the Cooperative.
At the present time, the fiscal year of the Cooperative commences on July 1 st. Failure to give
such notice shall obligate SWANCC to continue as a listed agency for the next fiscal year,
except where the Village of Buffalo Grove withdraws from the Cooperative, the Cooperative
terminates, the Cooperative declines to permit the Village of Buffalo Grove to remain within the
Cooperative, or the Cooperative declines to permit SWANCC to remain as a listed entity.
Withdrawal may only be made to take effect at the end of the then current fiscal year.
Withdrawal shall not relieve SWANCC of any payment or any other continuing obligation of
this Agreement, incurred prior to such withdrawal.
9. TERMINATION OF SWANCC AS A LISTED ENTITY. With or without cause,
the Village of Buffalo Grove may terminate SWANCC as a listed entity to the Village of Buffalo
Grove's membership in the Cooperative by giving written notice of termination to SWANCC at
least one-hundred and eighty (180) days prior to the commencement of any fiscal year of the
Cooperative. Failure to give such notice shall not obligate the Village of Buffalo Grove to
continue SWANCC as a listed entity to the Village of Buffalo Grove's membership in the
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Cooperative. Termination shall not relieve SWANCC of any payment or any other continuing
obligation of this Agreement, incurred prior to such termination.
10. INDEMNIFICATION. To the fullest extent permitted by law, SWANCC hereby
agrees to defend, indemnify, and hold harmless the Village of Buffalo Grove, its officers, agents
and employees, against all injuries, death, loss, damages, claims, suits, liabilities, judgments,
costs and expenses, which may in any way accrue against the Village of Buffalo Grove, its
officers, agents and employees, arising out of in whole or in part, or in consequence of the
performance of this Agreement and the Village of Buffalo Grove's adding SWANCC as a listed
entity to the Village of Buffalo Grove's membership to the Cooperative. SWANCC shall, at its
own expense, appear, defend, and pay all charges or attorneys and all costs and other expenses
arising therefore or incurred in connection therewith, and if any judgment shall be rendered
against the Village of Buffalo Grove, its officers, agents and employees, in any such action,
SWANCC shall, at its own expense, satisfy and discharge the same. Nothing contained in this
Agreement shall constitute a waiver by the Village of any right, privilege or defense available to
the Village under statutory or common law, including, but not limited to, the Illinois Local
Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq., as
amended. This paragraph shall survive termination of this Agreement or expulsion of
SWANCC.
11. LIMITATION OF REMEDIES TO SWANCC AND THE VILLAGE OF
BUFFALO GROVE. The sole remedies available to SWANCC or the Village of Buffalo Grove,
upon any breach of this Agreement by the other party, shall be specific performance of or the
cancellation of this Agreement. It is of the essence of this Agreement that the Village of Buffalo
Grove and SWANCC shall not be liable in money damages for any breach of this Agreement
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except for any obligation of SWANCC to pay unpaid amounts or any obligation of the Village of
Buffalo Grove to return overpayments.
11. ENTIRE UNDERSTANDING. This Agreement sets for the entire understanding
of the parties and may only be amended by a written instrument signed by the parties hereto.
12. ASSIGNMENT. This Agreement shall not be assigned by any party hereto.
13. COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
14. NOTICES. All notices hereunder shall be in writing and must be served either
personally or by registered or certified mail to:
A. Village Administrator
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, IL 60089
B. Executive Director
Solid Waste Agency of Norther Cook County
77 W. Hintz, suite 200
Wheeling, Illinois 60090
C. To any such person or place which any party hereto, by its prior written
notice, shall designate for notice to it from the other parties hereto.
15. GOVERNING LAW. This Agreement shall be governed in accordance with the
laws of the State of Illinois.
16. EFFECTIVE DATE. The provisions of this Agreement shall become effective
and SWANCC shall be deemed to be a listed entity of the Village of Buffalo Grove's
membership in the Cooperative at 12:01 a.m. on J Q,IV 2020.
17. This Agreement shall be in effect from date of execution until July 1, 2023 unless
terminated earlier pursuant to section 8 or 9 above.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and duly attested in accordance with ordinances duly passed by their respective corporate
authorities.
VILLAGE OF BUFFALO GROVE, an Illinois
municipal
corporation
By:
Its: Village Pre i ent
ATTEST:
Villa Clerk
S WANCC,
By:
Its:
ATTEST:
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