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HomeMy WebLinkAboutRes 02-18 01/03/2018 Memorandum of Understanding Establishing the Northern Illinois Benchmarking CooperativeRESOLUTION NO. 2-18 A RESOLUTION AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A MEMORANDUM OF UNDERSTANDING ESTABLISHING THE NORTHER ILLINOIS BENCHMARKING COOPERATIVE (NIBC) WHEREAS, The Village of Mount Prospect, Illinois is a home rule unit of local government pursuant to Article 7, Section 6 of the Constitution of the State of Illinois; and WHEREAS, the Northern Illinois Benchmarking Cooperative (NIBC) was formed on the idea that communities should jointly explore, develop, and share performance metrics in order to improve service levels, create more efficient practices, and innovate government; and WHEREAS, the charter members of the NIBC include the communities of Lake Forest, Lake Bluff, Buffalo Grove, Schaumburg, Glencoe, Wilmette, River Forest, Lincolnshire, Arlington Heights, Hoffman Estates, Mount Prospect and Wheeling; and WHEREAS, NIBC selected the University of Illinois at Chicago Department of Public Administration to provide data and benchmarking administration support to the NIBC; and WHEREAS, the City of Lake Forest will serve as the lead agency entering a contract with the University of Illinois at Chicago, and each of the participating communities will execute a binding Memorandum of Understanding to become a party to this agreement; and WHEREAS, the Village Board finds that it is in the public's best interest that the Memorandum of Understanding attached hereto as Exhibit A be entered into. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: 5ECTION ONE: That under the authority vested in the corporate authorities of the Village of Mount Prospect, the Mayor and Board of Trustees have determined that it is necessary and desirable for the Village of Mount Prospect to enter into the Memorandum of Understanding attached as Exhibit A. I'CTI N TWO: That the Village Manager is hereby authorized to execute a Memorandum of Understanding establishing the Northern Illinois Benchmarking Cooperative and relating to an agreement between the City of Lake Forest and the University of Illinois attached hereto as Exhibit A. 59CTI N T That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Grossi, Hatzis, Hoefert, Rogers, Saccotelli, Zadel NAYS: None ABSENT: None PASSED and APPROVED this 3rd day of January 2018. r Arlene A. Juracek Mayor ATTEST: 4t GSL Karen M. Agora os Village Clerk BINDING MEMORANDUM OF UNDERSTANDING ESTABLISHING THE NORTHERN ILLINOIS BENCHMARKING COOPERATIVE AND RELATING TO AN AGREEMENT BETWEEN THE CITY OF LAKE FOREST AND THE UNIVERSITY OF ILLINOIS THIS BINDING MEMORANDUM OF UNDERSTANDING (the "MOU') is made as of September 25, 2017 (the "Effective Date"), by and among the Illinois municipalities set forth in Exhibit A, attached hereto, which municipalities shall be referred to herein collectively as the "Parties," and each individually as a "Party'. The Parties, for good and valuable consideration and intending to be bound hereby, agree as follows: ., . 0 A. The City of Lake Forest ("Lake Forest") has approved and executed, or will approve and execute, an "Agreement Between the Board of Trustees of the University of Illinois and The City of Lake Forest" dated September 25, 2017 (the "Agreement'), in substantially the form attached hereto as Exhibit B. As set forth in further detail in the Agreement, the University of Illinois ("University') has agreed to perform certain research and data analysis services to assist Lake Forrest and other municipalities in developing objective benchmarks for staff productivity and addressing other areas of interest to the participating municipalities (the "Services"). The Agreement has an initial term of one year and may be renewed for subsequent one-year terms. Each such one-year term shall be referred to herein as an "Agreement Term". B. Under the Agreement, the University has agreed to provide the Services to, and for the benefit of, a "Cooperative" consisting of Lake Forest and other Illinois municipalities that have entered into an intergovernmental memorandum of understanding for such purpose. C. The Parties desire to enter into this MOU to form the Northern Illinois Benchmarking Cooperative (referred to as the "N/BC' or the "Cooperative") to function as the "Cooperative" referenced in the Agreement. Each of the Parties set forth in Exhibit A hereto desires to participate in the Cooperative under the terms set forth in this MOU and the Agreement. D. Each Party has determined that it is in its best interests to enter into this MOU to facilitate the implementation and performance of the Agreement for the benefit of all the Parties and to establish cost-sharing procedures relating to the Agreement. E. The Parties have authority to enter into this MOU pursuant to Article VII, Section 10 of the Illinois Constitution of 1970; the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq.; and other applicable law. A. Each of the Parties desires, and hereby agrees, to participate in the Cooperative and to work collaboratively for the benefit of the Cooperative in the performance and implementation of the Agreement. The Parties acknowledge that Lake Forest has entered, or will enter, into the Agreement on behalf of, and for the benefit of, the Cooperative, and all Parties hereby agree to be bound by the terms of the Agreement in the same manner as the "Client" (as defined in the Agreement). B. The Parties agree that additional Illinois municipalities may join the Cooperative by executing an addendum in substantially the form attached hereto as Exhibit C agreeing to be bound by all terms of this MOU. To facilitate the expansion of the Cooperative for the benefit of {00016613 4} all the Parties, each of the Parties hereby authorizes the City Manager of Lake Forest, as the authorized representative of all the members of the NIBC/Cooperative, to approve and execute such addenda in substantially the form of Exhibit C with any other Illinois municipality or municipalities that desire to join the Cooperative. If a new member joins the Cooperative more than [60 days] after the beginning of an Agreement Term, then that Party's membership, and its rights and obligations under this MOU, shall become effective on the first day of the subsequent Agreement Term. C. Lake Forest agrees that it will not approve any material change or amendment to the Agreement without the prior written consent of all Parties to this MOU, provided, however, that Lake Forest shall be authorized to approve any of the following changes to the Agreement after consultation with the designated representatives of the Parties: 1. Renewal of the Agreement for one or more subsequent one-year Agreement Terms; and 2. Increases in the Total Compensation (as defined in Section 3.A, below) for any such renewal Agreement Term, provided that the Total Compensation does not exceed $70,000.00 plus approved reimbursable costs for any Agreement Term. D. To the extent that this MOU or any addendum hereto conflicts with the Agreement, the Agreement will control and be binding on all Parties. A. The Parties desire to equally share all costs of obtaining the Services under the Agreement. The Parties acknowledge that, pursuant to the Agreement, the total compensation owed to the University for the Services for the initial Agreement Term is $63,594.47 plus approved reimbursable costs ("Total Compensation"). The Total Compensation is payable by Lake Forest to the University in annual payments ("Payments"), which Payments are due within 30 days after the University's delivery of an invoice to Lake Forest. Each of the Parties agrees to pay an equal share of each Payment and shall deliver its payment share to Lake Forest within 30 days after receipt of an invoice therefor, which obligation shall survive a Party's or the Parties' termination of its participation in this Memorandum of Understanding in accordance with Section 8. B. In the event that an additional party or parties joins the Cooperative by execution of an addendum pursuant to Section 2.13 of this MOU, such additional party or parties shall be required to pay an equal share of the Payments due for the year in which the party's membership in the Cooperative becomes effective and for each year thereafter that the Party remains a member. C. The City Manager of Lake Forest shall be authorized on behalf of all the Parties to approve or authorize reimbursable costs or expenses relating to the Services ("Reimbursable Costs") that total up to $1,000.00 during the initial Agreement Term and during each subsequent Agreement Term (if any). The City Manager of Lake Forest shall not approve or authorize Reimbursable Costs in excess of $1,000.00 during any Agreement Term without the prior written consent of the authorized representatives of all Parties. All approved or authorized Reimbursable Costs shall be allocated equally among the Parties. Each Party's share of the Reimbursable Costs for a given Agreement Term shall be added to the Party's next Payment, provided that the Agreement is renewed for a subsequent term. If the Agreement is not renewed, or a Party terminates its participation in the MOU, then the City shall issue a separate invoice or invoices, {00016613 41 2 as appropriate, for the remaining Reimbursable Costs, which shall be payable within 30 days after receipt. Section 4. Data Collection* Warrant The Parties acknowledge that, pursuant to the Agreement, the University and the members of the Cooperative will collaborate to identify data measures and metrics to be used by the University in performing the Services, and each member of the Cooperative is responsible for collecting and compiling its own data and transmitting that data to the University in an agreed-upon format. Each of the Parties guarantees and warrants to the other Parties that no data, information, or other material provided by the first Party to the University or to any other Party in connection with the Services or the Agreement shall include material that infringes on third -party intellectual property rights or contains legally actionable, libelous, or otherwise unlawful statements or information. Section 5. Indemnity. Each Party shall, and hereby agrees to, indemnify, defend and hold harmless all other Parties to this MOU, and all of their elected and appointed officials, commissioners, employees, agents, attorneys, and representatives, from and against any and all loss, cost, damage, expense, claim, liability, or fee, including reasonable attorneys' fees ("Claims'l, arising out of or asserted as a result of the first Party's breach of the terms of this MOU. This indemnification obligation shall survive any termination of this MOU. Section 6. Enforcement. In the event that the University breaches the Agreement, Lake Forest agrees to make reasonable efforts to enforce the Agreement upon request of the Parties, provided, however, that all Parties shall share equally in any resulting costs and expenses of enforcement, including court costs and attorneys' fees. Section 7. Liabillty. The Parties acknowledge and agree that Lake Forest is not, and shall not be, in any way liable for any damages or injuries that may be sustained as the result of Lake Forest's coordination, administration, or enforcement of the Agreement or the Services and shall not be deemed to insure the other Parties, or any of them, or their representatives, successors, assigns, or licensees, or any third party against damage or injury of any kind at any time. Section 8. Effective late; Term. This MOU shall be effective as of September 25, 2017, and the term of this MOU shall expire upon the expiration or termination of the Agreement. In the event that the Agreement is renewed for one or more subsequent Agreement Terms, then this MOU shall automatically renew for the same duration, except that: (i) nothing shall prevent the Parties from mutually agreeing to either extend or terminate this MOU at any time; (ii) any Party may terminate its participation in this MOU at the end of any Term by providing written notice to the other Parties not more than 60 days nor less than 10 days before the end of such Term, and the termination shall be effective on the last day of that Term; and (iii) a Party that terminates its participation in this MOU shall be responsible for its pro rata share of all Payments and Reimbursable Costs incurred before the effective date of such termination. The Parties' obligations under the preceding clause 8(iii), Sections 5 and 7, and the last sentence of Section 4 of this MOU shall survive termination. Section 9. General Provisions. A. Assignments. No Party may assign its obligations under this MOU without the prior written consent of the other Parties. B. Amendments. No modification of this MOU shall be effective unless made by a {00016613 41 3 written amendment signed by each Party's authorized signatory, provided, however, that additional Illinois municipalities may join the Cooperative by executing an addendum to this MOU in the manner provided in Section 2.B. C. Compliance with Laws. Each Party shall perform its obligations under this MOU and the Agreement in compliance with all applicable federal, state, and local laws and regulations governing such performance. D. Notices. Any notice required or permitted to be given under this MOU shall be in writing and may be given by: (a) personal delivery, (b) nationally recognized overnight delivery service, (c) certified or registered mail, return receipt requested, or (d) electronic transmission, accompanied by any of the foregoing notice options; notice shall be deemed given (i) if given personally, as of the date delivered, (ii) if by overnight delivery service, the next business day following deposit with such service, (iii) if by certified or registered mail, three days after deposit thereof in any main or branch United States Post Office, or (iv) if by electronic transmission accompanied by any of the foregoing delivery options, the date of transmittal of the electronic transmission. Notices shall be sent to the Parties, respectively, to the addresses and addressees set forth in Exhibit A hereto. By notice complying with the foregoing requirements, any Party shall have the right to change the addressees or addresses or both for all future notices and communications to such Party, but no notice of such a change shall be effective until actually received. E. Severability. If any provision of this MOU is held by a court of competent jurisdiction to be unenforceable, then such provision shall be severed from this MOU so long as severance does not affect the enforceability or essential purpose of the remainder of the MOU. F. Counterparts. This MOU may be executed in counterparts. Facsimile signatures shall constitute original signatures for all purposes. IN WITNESS WHEREOF, The Parties, respectively, have caused this MOU to be executed by their authorized representatives. [SIGNATURE PAGES FOLLOW] 100016613 4) 4 VILLAGE ARLINGTON HEIGHTS 2 Its: Date VILLAGE OF GLENCOE VILLAGE OF BUFFALO GROVE A -- Its: Its: Date VILLAGE OF HOFFMAN ESTATES By By Its: Its:. Date Date VILLAGE OF LAKE BLUFF THE CITY OF LAKE FOREST By By Its: Its: Date Date: 17- y VILLAGE OF LINCOLNSHIRE VILLAGE OF MOUNT PROSPECT By By Its: Its: Date Date: l VILLAGE OF RIVER FOREST VILLAGE OF SCHAUMBURG By_ Its: Date By- Its: Date: VILLAGE OF WHEELING VILLAGE OF WILMETTE 0 Its: Its: Date Date: EXHIBIT A NIBC MEMBERS AND CONTACT INFORMATION The City of Lake Forest 220 E. Deerpath Lake Forest, IL 60045 Attn: Robert Kiely, City Manager kiel rctvoflak fore t.coi Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, IL 60089 Attn: Dane Bragg, Village Manager DBraaa0vba.ora Village of Glencoe 675 Village Court Glencoe, 11 60022 Attn: Phil Kiraly, Village Manager pki'raly villlaf lenc+.cr Village of Hoffman Estates 1900 Hassell Road Hoffman Estates, IL 60169 Attn: Jim Norris, Village Manager `irn.norri hoffrnanetates.or Village of Lake Bluff 40 E. Center Avenue Lake Bluff, IL 60044 Attn: Drew Irvin, Village Administrator dirvin lakebl The City of Lake Forest 220 E. Deerpath Lake Forest, IL 60045 Attn: Robert Kiely, City Manager tier cit oflak f rc t. owM Village of Lincolnshire 1 Olde Half Day Road Lincolnshire, IL 60069 Attn: Brad Burke, Village Manager bburke lincolnshireil.gov Village of Mount Prospect 50 S Emerson Street Mount Prospect, IL 60056 Attn: Michael Cassidy, Village Manager mcassady mountprospect.org Village of River Forest 400 Park Avenue River Forest, 1160305 Attn: Eric Palm, Village Administrator eppIrn vrt".0 Village of Schaumburg 101 Schaumburg Court Schaumburg, IL 60193 Attn: Brian Townsend, Village Manager owns n ci: s hau!yjuirg, i u Village of Wheeling 2 Community Boulevard Wheeling, IL 60090 Attn: Jon Sfondilis, Village Manager JSfondifis wliee[ing.jI.ggLv Village of Wilmette 1200 Wilmette Avenue Wilmette, IL 60091 Attn: Tim Frenzer, Village Manager renzert will tt ,com; EXHIBIT B AGREEMENT EXHIBIT C FORM OF ADDENDUM ADDENDUM TO BINDING MEMORANDUM OF UNDERSTANDING ESTABLISHING THE NORTHERN ILLINOIS BENCHMARKING COOPERATIVE AND RELATING TO AN AGREEMENT BETWEEN THE CITY OF LAKE FOREST AND THE UNIVERSITY OF ILLINOIS THIS ADDENDUM TO BINDING MEMORANDUM OF UNDERSTANDING (the "Addendum") is made as of _, 20_ (the "Effective Date"), by and among , an Illinois municipality (the ("Village / City']), and the existing members of the Northern Illinois Benchmarking Cooperative (referred to herein as the "N/BC' or the "Cooperative") as set forth in Exhibit A to that certain "Binding Memorandum of Understanding Establishing the Northern Illinois Benchmarking Cooperative and Relating to an Agreement Between The City of Lake Forest and the University of Illinois" dated , 2017, as amended from time to time ("Original MOU"). The existing members of the Cooperative and [Village / City] are referred to herein collectively as the "Parties" and each, individually, as a "Party'. The Parties, for good and valuable consideration and intending to be bound hereby, agree as follows: A. The City of Lake Forest ("Lake Forest) has previously approved and executed an "Agreement Between the Board of Trustees of the University of Illinois and The City of Lake Forest" dated o 2017, as amended from time to time (the "Agreement'). As set forth in further detail in the Agreement, the University of Illinois ("University') has agreed to perform certain research and data analysis services to assist Lake Forest and other municipalities in developing objective benchmarks for staff productivity and addressing other areas of interest to the participating municipalities (the "Services"). B. Under the Agreement, the University has agreed to provide the Services to, and for the benefit of, a "Cooperative" consisting of Lake Forest and other Illinois municipalities that have entered into an intergovernmental memorandum of understanding for such purpose. C. The existing members of the Cooperative have previously entered into the Original MOU for the purposes of forming the NIBC/Cooperative to function as the "Cooperative" referenced in the Agreement, facilitating the implementation and performance of the Agreement for the benefit of such Cooperative, and establishing cost-sharing procedures relating to the Agreement. D. [Village/City] desires to enter into this Addendum to join the Cooperative subject to the terms and conditions set forth in the Original MOU, this Addendum, and the Agreement. E. The Parties have authority to enter into this Addendum pursuant to Article VII, Section 10 of the Illinois Constitution of 1970; the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq.; and other applicable law. .,I I I ..«. o A. [Village / City] desires, and hereby agrees, to participate in the Cooperative subject to all terms and conditions set forth in the Original MOU and this Addendum. [Village / City] hereby agrees to be bound by the Original MOU (including but not limited to all cost-sharing, warranty, liability, and indemnity provisions of the Original MOU) in the same manner as the original parties thereto. B. Exhibit A to the Original MOU shall be deemed to be amended to include the [Village / City] and its contact information as follows: [Village / City] Section 3 Effective Elate; Term. This Addendum shall be effective upon its approval and execution by the authorized representatives of the Parties, and the term of this Addendum shall expire upon the expiration or termination of the Original MOU, except that [Village / City] may terminate this Addendum upon 60 days' written notice to the other Parties. The Parties' obligations under Sections 4, 5, and 7 of the Original MOU shall survive termination of this Addendum or the Original MOU. Section 4. General Provisions. G. Assignments. No Party may assign its obligations under this Addendum without the prior written consent of the other Parties. H. Amendments. No modification of this Addendum shall be effective unless made by a written amendment signed by each Party's authorized signatory, provided, however, that additional Illinois municipalities may join the Cooperative by executing a further addendum in the manner provided in Section 2.13 of the Original MOU. I. Compliance with Laws. Each Party shall perform its obligations under this Addendum, the Original MOU, and the Agreement in compliance with all applicable federal, state, and local laws and regulations governing such performance. J. Notices. All notices required or permitted to be given under this Addendum or the Original MOU shall be given in the manner set forth in Section 9.D of the Original MOU. K. Severability. If any provision of this Addendum is held by a court of competent jurisdiction to be unenforceable, then such provision shall be severed from this Addendum so long as severance does not affect the enforceability or essential purpose of the remainder of the Addendum. L. Counter arts. This Addendum may be executed in counterparts. Facsimile signatures shall constitute original signatures for all purposes. IN WITNESS WHEREOF, The Parties, respectively, have caused this Addendum to be executed by their authorized representatives. [SIGNATURE PAGE FOLLOWS] THE MEMBERS OF THE NORTHERN [VILLAGE/CITY] ILLINOIS BENCHMARKING COOPERATIVE m 13 City Manager The City of Lake Forest Its: Their: Authorized Representative Date Date