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2023-04-17 - Resolution 2023-09 - AUTHORIZING EXECUTION OF INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND SOLID WASTE AGENCY OF NORTHERN COOK COUNTY, “SWANCC” RESOLUTION NO. 2023-09 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: April 17,2023 APPROVED: April 17,2023 ATTEST: APPROVED: �C����� b --_--_��'--- �✓ Janet�h4._;�rabian,Villag�l::erk Beverly Sussma Village President t ,._ .. ..... _ :�. . :�,. 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 of , 2023, by and between the VILLAGE OF BUFFALO GROVE, an Illinois municipal corparation and ("Pool or Cooperative Member") and the SWANCC, ("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 ar 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 ar 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 1 WHEREAS, the corporate authorities of the Village of Buffalo Grove and other local government entities have arganized 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 inembership 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: 2 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 3 herein to the contrary, employees of S WANCC 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 e�ctent 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 ar 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 4 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 S WANCC 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 5 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 S WANCC. 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 S WANCC shall not be liable in money damages for any breach of this Agreement 6 except for any obligation of SWANCC to pay unpaid amounts or any obligation of the Village of Buffalo Grove to return overpayments. 1 l. ENTIRE LTNDERSTANDING. 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. COLINTERPARTS. 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 Manager 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 July 1, 2023. 17. This Agreement shall be in effect from date of execution until July 1, 2026 unless terminated earlier pursuant to section 8 or 9 above. 7 1 1 I 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 B • Its: Village resident ATTEST: . � �. ���,� Vill lerk SWANCC, By: Its: ATTEST: ;� ' ' " :�"-- .-, , . _ - _ %" � ' ` nti�..�1 �. `� y�, � ' ' - I� '. • `.. ..�..����% � - i ` 8 - - � '- J'.: v, � `=� ' ,... .i. - - - ' • " � .-- . \` � �. _ ."1 . ' '- 'i ___ _� -