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HomeMy WebLinkAbout7. Village Manager's Report 12/15/2015Mount Prospect Village of Mount Prospect Fire Department INTEROFFICE MEMORANDUM TO: VILLAGE MANAGER MICHAEL CASSADY FROM: INTERIM FIRE CHIEF BRIAN LAMBEL DATE: 12.3.2015 SUBJECT: RENEWAL OF THE AUTOMATIC AID AGREEMENT WITH THE CITY OF DES PLAINES In 1988, the Village of Mount Prospect and the City of Des Plaines entered into an automatic aid agreement to provide reciprocal response to structural fire alarms and emergency responses. This agreement is in accordance with the state statutes that allow Municipalities and Fire Protection Districts to enter into Mutual Aid Agreements. A Mutual Aid request occurs when a fire department requests assistance from a neighboring community to provide assistance and manpower for emergencies in the effected community. An Automatic Aid agreement provides the specific responsibilities and the legal protection for both parties and allows for the requests for assistance to be automatic in regards to dispatching resources. In other words, the resources are dispatched on the initial alarm without having to request assistance. The previous agreement provided specific geographic areas in which both fire departments would respond. The 2015 draft agreement renews the previous agreement with a few changes. The modifications are as follows: 1. The general condition of providing manning on responding apparatus was previously three (3) per vehicle. The new agreement specifies a minimum staffing of three (3) personnel on an engine or truck and a minimum staffing of two (2) personnel on an ambulance or squad. 2. The general condition under number 3 of the new agreement adds that each department will follow the principles of the National Incident Management System (NIMS). NIMS is a systematic, proactive approach to guide departments and agencies at all levels of government, nongovernmental organizations, and the private sector to work together seamlessly and manage incidents. The Village of Mount Prospect officially adopted NIMS in 2004. Renewal of Automatic Aid Agreement with the City of Des Plaines 12.3.2015 Page 2 3. Under section B regarding responses, the old agreement specified geographical boundaries of response. A summary of the boundaries in Mount Prospect are as follows.. From Golf Road to the southern village limits between Elmhurst Road and the western village limits. From Gregory Street north to Camp McDonald Road between the Canadian National Railroad tracks and east to River Road in the northern portion of town. The new agreement eliminates these boundaries and replaces them with an agreement that each department will provide automatic aid as referenced in each department's response cards. These response cards already exist and are based on the previous automatic aid agreement. The response cards may be modified in the future. The new agreement addresses the fact that modifications to the response cards are possible with the provision that each department will be provided any changes in advance. Notification to the respective fire department from the fire department requesting changes must be in writing and agreed upon by both parties. As Interim Fire Chief, I support this written automatic agreement because the document will provide the flexibility to collaboratively make modifications without creating new legal documents or agreements. Automatic aid agreements are common and provide shared resources to enhance the efficiency and effectiveness of each department to provide the best service to our communities. In addition, the agreement provides additional resources without impacting the budget. Both parties have proven their ability to work together for many years and renewing the current agreement with the City of Des Plaines is proof that the working relationship between the communities has been successful. At the present time, I do not see any modifications to our current areas of response resulting from this agreement. Interim Fire Chief Brian Lambel BL/bl Document1 Resolution No. A RESOLUTION AUTHORIZING THE RENEWAL OF AN AUTOMATIC FIRE DEPARTMENT MUTUAL AID AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND THE CITY OF DES PLAINES WHEREAS, the Village of Mount Prospect is a member of the Mutual Aid Agreement between area municipalities which Agreement provides for emergency responses between Fire Departments; and WHEREAS, in 1988, the Village of Mount Prospect and the City of Des Plaines entered into an automatic aid agreement to provide reciprocal response to structural fire alarms and emergency responses; and WHEREAS, in order to provide additional services to the residents it has been deemed in the best interest of the residents of the Village of Mount Prospect to enter into an automatic response agreement between the Village and the City of Des Plaines; and WHEREAS, the renewal agreement for Automatic Aid Between Fire Departments (attached as Exhibit A) will provide essential manpower and equipment as needed in an emergency situation. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Mayor and the Village Board hereby authorize the Village Manager to sign and the Clerk to attest his signature on the Automatic Aid Agreement between the Village of Mount Prospect and the City of Des Plaines. SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES NAYS: ABSENT: PASSED and APPROVED this day of December, 2015 ATTEST: Deputy Village Clerk Arlene A. Juracek Mayor RENEWAL AGREEMENT FORM AUTOMATIC FIRE DEPARTMENT MUTUAL AID AGREEMENT BETWEEN THE VILLAGE OF MT. PROSPECT, ILLINOIS AND THE CITY OF DES PLAINES, ILLINOIS In accordance with 65 ILCS 5/11-6-1 of the Illinois Compiled Statutes, which empowers municipalities [and fire protection districts] to enter into "Mutual Aid Agreements," and in accordance with the Mutual Aid Box Alarm System (MABAS) Agreement entered into by the Village of Mt. Prospect and the City of Des Plaines in 1970 and renewed in 1988, the Village of Mt. Prospect and the City of Des Plaines (collectively, the "Agencies' agree to provide automatic mutual aid to each other on structural fire alarms and other emergency responses as follows: A. GENERAL CONDITIONS 1. The Agency responding on an automatic mutual aid response to the other Agency with Fire and Emergency Medical Services ("EMS' equipment shall strive to staff a minimum of (a) three fire department personnel per engine or truck, and (b) two fire department personnel per ambulance or squad. 2. Although additional aid units may be requested, and may respond, only one fire suppression, rescue, or EMS unit from the Agency providing aid shall be required to respond at any one time under this Agreement. In the event that the unit due is unavailable (e.g., out of service, committed to another call), no backup or alternate unit from the Agency providing aid shall be required to respond. 3. At all times, the Agency in whose jurisdiction the emergency exists will be in charge of, and responsible for, operations at the emergency scene. If the Agency providing aid is the first on the scene, the company officer or person -in -charge of that unit shall exercise his/her discretion as to the appropriate action to be taken. Upon the arrival of the first fire officer from the Agency having jurisdiction, command of the emergency scene shall be transferred in a smooth and efficient manner to that officer. Principles of the National Incident Management System (NIMS) and standard practices for Incident Command shall be utilized. 4. Each Agency shall be responsible for providing a communications system that allows for the immediate dispatching of all units due to respond from the assisting Agency, as well as apparatus -to -apparatus and company -to -Command communications during all incidents. Each Agency agrees to participate in training sessions between the Agencies. 6. Each Agency agrees that the general provisions of the MABAS Agreement apply to this Agreement, except as modified by this Agreement. 7. Each Agency shall bear its own costs and expenses arising from, and out of, services under this Agreement. Injuries to, or death of, personnel and/or damages to equipment shall be treated as if such injuries, death, or damage occurred within the jurisdiction of the Agency whose personnel or equipment are involved in such injuries, death or damage. C:1UserslKagoranolAppData\LocallMicrosoft\WindowslTemporary Intemet Files\Content,CuVooklFA4GD39112015 -11 -12 Auto Aid Agreement with Mt Prospect.doc 8. Each Agency agrees to waive all claims against the other for compensation for any loss, damage, personal injury, or death occurring as a result of performance pursuant to this Agreement. General liability insurance, personal injury insurance, and property/vehicle insurance shall be the responsibility of each individual Agency. B. RESPONSES 1. Each Agency shall respond to the other pursuant to established and documented running orders, deployment plans, or run cards of the respective agencies, which running orders, deployment plans, or run cards may be modified from time -to -time; provided, however, that any such modification with respect to the provision of aid from the other Agency must be mutually agreed upon, in writing and in advance, by both Agencies. C. GOVERNING LAW AND SEVERABILITY This Agreement shall be governed, interpreted, and construed in accordance with the laws of the State of Illinois. 2. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such provision shall be stricken and shall not affect any other provision of this Agreement. D. TERMINATION OF AGREEMENT Either Agency may terminate this agreement by notifying the Fire Chief of the other Agency, in writing, 60 days prior to the termination date. E. TERM OF AGREEMENT This agreement shall be effective as of at hours and shall continue in full force until terminated by either Agency in accordance with Section D, above. VILLAGE OF MT. PROSPECT Michael Cassady, Village Manager Brian Lambel, Interim Fire Chief CITY OF DES PLAINES Michael Bartholomew, City Manager Alan Wax, Fire Chief C:1UserslKagoranolAppOata\LocaAMicrosoftiWindows\Temporary Internet FileslContent.Outlook\FA4GD39112015 -11 -12 Auto Aid Agreement with Mt Prospect.doc INFORMATION FOR THE FOLLOWING VILLAGE BOARD AGENDA ITEM WILL BE PRESENTED AT THE VILLAGE BOARD MEETING. VILLAGE BOARD AGENDA— DECEMBER 15, 2015 XII. VILLAGE MANAGER'S REPORT B. Motion to approve a proposal for the 2016 Property and Workers Compensation Insurance Program. The not to exceed amount will be provided at the December 15, 2015 Village Board meeting. Village of Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO: MICHAEL J. CASSADY, VILLAGE MANAGER FROM: FINANCE DIRECTOR DATE: DECEMBER 9, 2015 SUBJECT: GENERAL AND AUTO LIABILITY THIRD -PARTY CLAIMS ADMINISTRATION Prospect PURPOSE: To present a recommendation for renewal of the annual service agreement for third - party liability claims administration for the period January 1, 2016 - December 31, 2016. BACKGROUND: To assist in the administration of general and auto liability claims the Village has contracted out the service to a third -party administrator. The Village's current agreement for claims administration expires on December 31, 2015. A new agreement is needed at this time for the current provider to continue to service the Village. DISCUSSION: Gallagher Bassett (GB) is the current service provider for general and auto liability claims administration. The agreement for 2016 contains no changes to the terms and conditions from the prior year. Below is a summary of fees for the prior year and 2016. Service 2015 Rates 2016 Rates Claims Administration $1,125 $1,170 Banking Fee 434 372 Minimum Annual Fee 8,000 8,000 Total Fee $9,559 $9,542 The claims administration fee increased 4.0% ($45) from the prior year's program. The banking fee is an annual flat fee assessed for maintaining the escrow and processing and making payment on claims. This service relieves the Village from having to process payments internally. The banking fee decreased 14.3% ($62) from the prior year's program. General and Auto Liability Third -Party Claims Administration December 9, 2015 Page 2 The Village is subject to an $8,000 minimum annual fee. Time and expense charges are invoiced against the annual fee until the balance is exhausted. When the entire annual fee is depleted, the Village will begin making payments for charges incurred in managing the open claims. Our liability ends when all the claims for a particular period are closed. Our experience with GB continues to be very positive. Communication between the Finance Department, Corporation Counsel and third -party claims administrator continues to be strong. Based on our satisfaction with the service provided and their holding the line on the minimum annual fee I recommend we continue the relationship with GB. RECOMMENDATION: It is recommended we approve the agreement for GB to provide general and auto liability claims administration services during 2016 according to the proposed funding and fee schedule. David O. Erb Finance Director H:\ADMN\Administration\Insurance\Insurance\GAB-GBS\GB TPA Renewal - 2016.docx Village of Mount Prospect #007474 go beyond go beyond 1/1/2016 - 1/1/2017 LA�c�as�fi�4cSSN PRICING OPTION: TIME AND EXPENSE ,Services Based on New Arisings Liability/ Property Est. Claim Projected Frequency* Per Claim Fee* Service Fee Auto/General-Bodily Injury Auto/General-Property Damage Auto Physical Damage Property Time & Expense at standard published rates as determined by Branch location and Resolution Manager expertise level. Total Liability/Property:l 0 $8,000 Ancillary Services Administration / Data Management $1,170 Account Management (Designated) Included Banking Administration $372 risxfacs.com - 2 users Included Claim Reporting - Telephonic Included Claim Reporting - Web or e -Fax Included Ancillary Services Total: $1,542 Grand Total: $9,542 This is an $8,000 minimum plus program. Renewal Cost & Terms Page 1 Village of Mount Prospect #007474 go beyond go beyond 1/1/2016 - 1/1/2017 -; LA�asefi�4cSSe OTHER SERVICES SERVICES CHARGES risxfacs.com - Additional Users $1,000 per user GB International Claims Services Varies by Country (pricing provided upon request) Consultative Services Loss Control Consulting Services $140 per hour Appraisal Services TBD Fraud Prevention — Gallagher Bassett Investigative Services (GBIS) Special Fraud Investigations - SIU $85 per hour plus expenses Surveillance Investigations $70 per hour plus expenses Targeted Field Investigations $80 per hour plus expenses Targeted Database Investigations Rate per report Gallagher Bassett Litigation Management Program (GBLMP) Invoice and Matter Management platform for resolution managers/counsel 2% of net legal invoice (invoice net of disbursements and invoice review savings). Charged as discount off total payment remitted to counsel unless client elects to fund. 5 client licenses for Legal Analytics platform Attorney -led invoice compliance review Medlnsights MSA (This pricing is for Medlnsights services only. If another vendor is selected, then other pricing applies) Workers Compensation Medicare Set -Aside Allocation (WCMSA) $2,300 per allocation Rush Fees (MSA completed within 7 days) $450 per case Revisions: $150 per hour (One free revision within six months of submission) Liability Medicare Set -Aside Allocation (LMSA) $2,300 Fee MSA Submission to CMS $850 Fee Gallagher Bassett Compliance Services (GBCS) (The following pricing is for GBCS services only. If another vendor is selected, then other pricing applies) Conditional Payment Research (CPR) $200 Flat Rate Conditional Payment Negotiations (CPN) $375 Flat Rate Secure Final Demand for Settlement (SFD) $250 Flat Rate Bundled CP Resolution Services $700 Flat Rate Benefit Coordination & Recovery Contractor Notification $45 Flat Rate Medicare Eligibility Inquiry (MEI) No Charge SSDI Verification $175 Flat Rate Release / Settlement Agreement Review $250 Flat Rate Lien Resolution (Advantage Plan, Medicaid, Part D) $500 Flat Rate per Lien Resolution Taxes All applicable taxes will be added to the service fees where required Renewal Cost & Terms Page 2 Mount Prospect Village of Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO: MICHAEL J. CASSADY, VILLAGE MANAGER FROM: FINANCE DIRECTOR DATE: DECEMBER 9, 2015 SUBJECT: WORKERS' COMPENSATION THIRD -PARTY CLAIMS ADMINISTRATION AND SAFETY PROGRAM SERVICES PURPOSE: To present a recommendation for renewal of an intergovernmental agreement for continued participation in the Municipal Claims and Safety Agreement (MCSA) cooperative for third -party claims administration and safety program support services effective January 1, 2016. BACKGROUND: In 2012, the village entered into the initial three-year agreement, effective January 1, 2013, to participate in MCSA. The cooperative provides, through a third -party administrator (TPA), claims administration services and also a full-time safety consultant to assist in developing safety plans, training and accident investigation. A dedicated adjuster assigned by the TPA works exclusively on MCSA claims. It is important to note that both the claims adjuster and safety consultant are employees of the TPA firm and not the cooperative. Typical employee related expenses and liabilities are also borne by the TPA MCSA members are the Village of Lombard, Village of Mount Prospect, Village of Wheeling, and members of the Metro Risk Management Agency (park districts of Schaumburg, Mount Prospect and Palatine). The cost of claims administration is based on the number of individual member claims against the number of claims for the cooperative as a whole. The cost of the safety consultant is shared equally amongst the members. The Village's current intergovernmental agreement is set to expire on December 31, 2015. A new agreement is needed at this time to continue membership in this cooperative. The attached resolution amends an existing intergovernmental agreement for municipal claims. The resolution provides for continued participation in the cooperative and the ability to terminate upon provision of required notice. The original intergovernmental agreement and first amendment are also attached for your review. DISCUSSION: Our experience during the first three-year term of the cooperative has been very positive. Claims have been handled efficiently and the interaction between the Village and claims adjuster is good. Support from the safety coordinator position has primarily consisted of accident investigation and review and safety suggestions with a limited amount of training during the first term. Staff is looking into ways to expand the use of this position in support of departmental safety programs throughout the village. An outreach to the departments has already been made. Workers' Compensation Third -Party Claims Administration and Safety Program Services December 9, 2015 Page 2 The total cost of the MCSA program in year one is $331,498. This amount is spread out among the members based on a predetermined formula. The total cost of the program decreased $3,720 or 1.10% from the prior year. The cost of the program to Mount Prospect in year one of the agreement for adjuster, safety consultant and claims support services is $73,097. Mount Prospect accounts for approximately 22% of the total cost and 19% of total annual claims. A breakdown of the cost is as follows: Year One Year Two* Year Three* Claims Administration $30,097 $30,097 $30,097 Safety Consultant $43,000 $43,000 $43,000 Total $73,097 $73,097 $73,097 The program cost in years two and three is estimated at the same level as year one. The agreement calls for a true -up at the end of the third fiscal year based on the actual number of claims of each member and actual expenses for the three-year agreement. It is estimated that the true -up from the first term will return approximately $30,000 to cooperative members. RECOMMENDATION: It is recommended the Village Board approve the attached resolution and amendment to the intergovernmental agreement to continue our participation in the Municipal Claims and Safety Agreement (MCSA) cooperative. The first-year fee totals $73,097. David O. Erb Finance Director H:\ADMN\Administration\Insurance\MCSA\MCSA 2016-18 Renewal.docx AN INTERGOVERNMENTAL AGREEMENT IN REGARD TO CLAIMS ADJUSTER AND SAFETY CONSULTANT SERVICES This Intergovernmental Agreement in Regard to Claims Adjuster and Safety Consultant Services (the "Agreement") is made this & day of 2012, by and between the Village of Lombard, an Illinois municipal corporation ("Lombard"), the Village of Mount Prospect, an Illinois municipal corporation ("Mt. Prospect"), the Village of Wheeling, an Illinois municipal corporation ("Wheeling"), and the Metro Risk Management Agency, a joint self- insured intergovernmental risk pool, whose current membership consists of the Schaumburg Park District, the Mount Prospect Park District and the Palatine Park District, (the "MRMA'). Lombard, Mt. Prospect, Wheeling and MRMA are sometimes referred to hereinafter individually as a "Member" and collectively as the "Members." ITNESSETH WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois and the Illinois Intergovernmental Cooperation Act (5 ILCS Section 22011 et seq.) (the "Act") provide that public agencies, including, but not limited to, units of local government, may jointly perform any activity which may, by law, be exercised by such local governments individually; and WHEREAS, pursuant to this Agreement, the Members desire to establish an intergovernmental cooperative body to administer the safety training for, and the claims processing of the various types of liability claims (automobile, general liability, public officials liability, law enforcement liability and employment practices liability) of, the Members; and WHEREAS, the Members have determined that it is in their individual and collective best interests to enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Members, the Members agree as follows: 1. Establishment and Purpose of the Intergovernmental Cooperative A. The Members hereby establish an intergovernmental claims adjuster and safety consultant services cooperative, consistent with the scope of authority granted by the Act (the "Cooperative"). B. The purpose of the Cooperative is to hire a third party administrator (the "Administrator") that will provide claims adjuster and safety consultant services to the Members (the "Services"). C. The creation of the Account (as defined below), as established by this Agreement, is not intended by the Members to constitute the transaction of an insurance business within the State of Illinois but, rather, is intended to reduce the cost of the Services for the Members. 295452 6 2. Definitions In addition to the terms defined elsewhere in this Agreement, each of the following terms shall have the meaning set forth below: A. "Account" — An account of moneys established by the Members to pay the administrative expenses of the Cooperative, and the cost of the Services. B. "Fiscal Year" — The twelve (12) month period commencing January 1St and concluding December 31St of any respective year. C. "Board" — The Board established pursuant to Section 5. of this Agreement. D. "Chairperson" — The Chairperson of the Board. E. "Claim or Claims" — A liability incident in relation to which a claims adjuster has opened a claim file and assigned a claim number. In the case of Mt. Prospect and MRMA, Mt. Prospect's and MRMA's claims shall be limited to only those relating to workers' compensation actions. 3. Authority and Duties of the Cooperative The Cooperative shall have the authority and duty to accomplish the purposes set forth in Section 1. above and, in furtherance of such authority and duty, shall, through its Board: A. Select the Administrator to accomplish the purposes of the Cooperative; B. Direct the collection and payment of funds to be used for the administration of the Cooperative and the approved expenditures of the Cooperative, including the cost of the Services; C. Prepare and approve an annual budget for the Cooperative, and a quarterly report of the financial affairs of the Cooperative; D. Comply with all local, state and federal laws, rules and regulations; and E. Carry out such other activities as are necessarily implied or required to carry out the purposes of the Cooperative, as set forth herein. 4. Commencement and Term of the Cooperative A. The Cooperative shall be established as of the date the last of the Members approves and executes this Agreement, with the Services to be provided to the Members over a term of three (3) years, beginning on January 1, 2013 and terminating on December 31, 2015, subject to the "true -up" referenced in Section B.A.v. below. B. The Fiscal Year of the Cooperative shall be from January 1 St to December 31St of each year. 295452 6 C. The Members may, prior to the end of the original term of the Cooperative, as set forth in subsection A. above, agree, in writing, to extend the term of the Cooperative. D. Notwithstanding A. above, in the event that MRMA does not renew its status as a joint self-insured intergovernmental risk pool prior to June 30, 2013, and so notifies the other Members in writing by July 15, 2013, then MRMA shall be permitted to terminate its participation in the Cooperative as of March 31, 2014; provided, however, MRMA shall be responsible for its proportionate share of the Account Amount, as referenced in Section 8. below, through March 31, 2014. In the event that MRMA so notifies the other Members, the other Members shall either: Amend this Agreement, effective April 1, 2014, to only be an Agreement between Lombard, Wheeling and Mt. Prospect; Amend this Agreement, effective April 1, 2014, to add one or more additional parties; or Hi. Terminate this Agreement, effective March 31, 2014, subject to the "true - up" referenced in Section 8.A.v. below, for both the 2013 Fiscal Year and the January 1, 2014 through March 31, 2014 period. In the event that Lombard, Wheeling and Mt. Prospect cannot unanimously agree upon one of the foregoing options, this Agreement shall terminate on March 31, 2014, subject to the true -up" referenced in Section 8.A.v. below, for both the 2013 Fiscal Year and the January 1, 2014 through March 31, 2014 period. 5. Cooperative Board of Directors A. The Cooperative shall be managed by a Board of Directors ("Board") pursuant to the terms of this Agreement. The Board shall consist of one representative from each Member ("Representative"), to be designated by each Member. Each Member shall also designate an alternate representative ("Alternate Representative") to serve on behalf of the Member when the designated Representative is unable to carry out the designated Representative's duties, with each Member's Alternate Representative to be considered as a Representative whenever in attendance at a meeting of the Board, at which the Representative of the Member is absent. The Representative and Alternate Representative of each Member shall serve until a new Representative and/or Alternate Representative is selected by the Member, and the Board is so notified, in writing, of such new appointment. B. The Board shall carry out the purposes and duties of the Cooperative including, but not limited to, the following: Selecting the Administrator. Reviewing the Services as provided by the Administrator- 2954526 dministrator. 2954526 iii. Preparing and approving an annual budget for the Cooperative and any amendments to that budget. iv. Establishing the annual fee to be paid by each Member into the Account. V. Obtaining and submitting to the Members the financial reports and other reports as deemed relevant and necessary by the Board. vi. Such other activities as are necessarily implied or required to carry out the purposes of the Cooperative. C. The Board shall elect, from among the Representatives, the Chairperson, Secretary and Treasurer of the Board to each serve for a term of one (1) year, except that the first Chairperson, Secretary and Treasurer shall serve from establishment of the Cooperative, as provided for in Section 4.A. above, through the end of the first Fiscal Year, and the last Chairperson, Secretary and Treasurer shall serve through the final "true -up" as provided for in Section 8.A.v. below. The election of the Chairperson, Secretary and Treasurer for each subsequent Fiscal Year shall occur at the last Board meeting of the previous Fiscal Year, except that the initial election shall occur as soon as practicable following the execution of this Agreement. The persons initially elected Chairperson, Secretary and Treasurer shall serve to the end of the first Fiscal Year. Every Chairperson, Secretary and Treasurer shall continue to serve in office until the beginning of the next Fiscal Year or until their respective successors have been elected, whichever occurs later. 6. Meetings of the Cooperative A. Regular meetings of the Board shall be held as often as necessary to carry out the purposes of the Cooperative, but no less than two (2) times during each Fiscal Year. B. Special meetings of the Board may be called by its Chairperson or by any two (2) Representatives. C At least seven (7) days prior written notice of regular or special meetings of the Board shall be given to each Representative, and an agenda specifying the time, date, location and subject matters to be considered at any regular or special meeting shall accompany such notice. Business conducted at special meetings shall be limited to those items specified in the agenda. D. The time, date and location of regular meetings of the Board shall be determined by the Board. E. Each Member shall be entitled to one (1) vote on the Board through its Representative/Alternate Representative. No proxy votes or absentee votes shall be permitted. The failure of a Member to select a Representative and/or Alternate Representative, or the failure of that person to participate at a meeting, shall not affect the responsibilities or duties of a Member under this Agreement. 295452_6 F. A quorum shall consist of three (3) of the four (4) Representatives (or Alternate Representative, in the absence of a Representative). G. All matters coming before the Board must be approved by three (3) of the four (4) Representatives (or Alternate Representative, in the absence of a Representative), H. The Board may establish rules governing its own conduct and procedure, consistent with this Agreement. Voting shall be conducted by voice vote. except that all questions pertaining to monetary matters shall require a roll call vote, and one (1) or more of the Representatives/Alternate Representatives may request a roll call vote on any matter. Any disputes as to procedure shall be resolved pursuant to Robert's Rules of Order, latest edition. Minutes of all regular and special meetings of the Board shall be taken by the Secretary, or the Secretary's designee, and shall be sent to all Representatives and to each Member after approval by the Board. I. All meetings of the Board shall be conducted in accordance with the Illinois Open Meetings Act (5 ILCS 120/.01 et seq.). In the event of any conflict between any provision of this Agreement and any provision of any applicable law, this Agreement shall be deemed mortified to the extent necessary to comply with such law. 7. Cooperative Officers A. Officers of the Cooperative shall consist of the Chairperson, Secretary and Treasurer. B. The Chairperson shall be the principal operating officer of the Cooperative, shall oversee the day-to-day operations of the Cooperative, and shall carry out the purposes of the Cooperative as directed by the Board. Among the duties and authority of the Chairperson shall be the following: To sign, on behalf of the Cooperative, any instrument which the Board or the Members have authorized to be executed and, in general, to perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board consistent with this Agreement from time to time. ii. To prepare a proposed annual budget for the Cooperative, and, for each Member, a proposed quarterly payment into the Account, and to submit such proposals to the Board. To make recommendations regarding policy decisions. The Chairperson shall preside at all meetings of the Board at which the Chairperson is present. The Chairperson may request information from any officer of the Board. The Chairperson shall vote on all matters that come before the Board. The Chairperson shall have such other powers as are set forth in this 295452_6 Agreement and such other powers as he/she may be given from time to time by action of the Board. C. The Secretary shall: Record all proceedings of the Board and supply minutes to all Representatives and Members. Keep and maintain all permanent records of the Cooperative. iii. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned. iv. In the absence of the Chairperson or the Alternate Representative for the Chairperson, or in the event of the inability or refusal of the Chairperson or the Alternate Representative of the Chairperson to act, the Representative who is not holding any office on the Board shall perform the duties of the Chairperson and, when so acting, shall have all of the powers and be subject to all the restrictions upon the Chairperson. D. The Treasurer shall: Have charge and custody of and be responsible for all funds of the Cooperative; receive and give all receipts for moneys due and payable to the Cooperative from any source whatsoever; deposit all such moneys in the name of the Cooperative in such banks, savings and loan associations, or other depositories as shall be selected by the Board; keep the financial records of the Cooperative and invest the funds of the Cooperative as are not immediately required in such investments as the Board shall specifically or generally select from time to time; provided, however, that all investments of Cooperative funds shall be made only in those securities which may be allowed by the Illinois Compiled Statutes, applicable to the Members. At each regular meeting of the Board, and at such other times, as requested to do so by the Board, to present a full report of the fiscal condition of the Cooperative, and the status of the Account. iii. In the absence of the Treasurer, or in the event of the inability or refusal of the Treasurer to act, the Chairperson shall perform the duties of the Treasurer, and, when so acting, shall have all of the powers of and be subject to all of the restrictions upon the Treasurer. iv. The Treasurer will have check signing authority up to an amount approved by the Board. Dual signatures will be required above this amount. In this regard, the Board shall appoint check signers and co- signers. E. Except as provided elsewhere in this Agreement, the Board shall fill any vacancies which may occur in the aforementioned offices for the remainder of 295452 6 each Fiscal Year. The Board may remove the Chairperson, Secretary or Treasurer for failure or refusal to comply with this Agreement or the lawful directions of the Board, or for any action detrimental to the interests of the Cooperative, by a majority vote of the Board in favor of removal. F. The Cooperative may purchase a blanket fidelity bond in an amount to be established by the Board, to assure the fidelity of all officers and employees of the Cooperative, who shall have the authority to receive, or authorize by their signature or order, the payment, transfer or investment of Cooperative funds. Additional fidelity and similar coverages, including, but not limited to, errors and omissions coverage, may be procured by the Cooperative from time to time, if necessary. 8. Account A. The Cost of administering the Cooperative and paying for the Services through the Administrator shall be borne by all the Members. Payments into the Account shall be made as follows: The Board, at least thirty (30) days prior to the start of each Fiscal Year, will approve the total anticipated costs and expenses of administering the Cooperative and providing the Services through the Administrator (the "Account Amount"). Each Member shall, thereafter, pay its share of the Account Amount, as follows: One-half (1/2) of the Account Amount shall be paid by the Members, with each Member paying twenty-five percent (25%) of said one-half (1/2) of the Account Amount. One-half (112) of the Account Amount shall be paid by the Members, based on each Member's Claims history during the preceding Fiscal Year, based on the following formula: Number of the The Member's Claims reported One-half (1/2) Individual during the prior Fiscal Year X of the - Member's Total Number of All Account Amount payment Members' Claims reported during the prior Fiscal Year iii. For the first Fiscal Year, the number of Claims used for each Member shall be the average number of Claims per year that each Member has had over their respective previous three (3) fiscal year periods. iv. As Mt. Prospect and MRMA are only participating in regard to the claims adjuster portion of the Services relative to workers' compensation claims, only Mt. Prospect's and MRMA's workers' compensation claims shall be used relative to calculating the number of Mt. Prospect Claims and MRMA Claims under this Section 8. 2954526 V, Within ninety (90) days of the end of each Fiscal Year, there shall be a recalculation of each Member's share of the Account Amount for said Fiscal Year, based on the actual amount spent for the Services and the actual number of Claims of each Member during the Fiscal Year, with additional Account Amount payments being made by the Members, or refunds issued to the Members, as the case may be, within thirty (30) days thereafter. vi. The Account Amount due from each Member, for each Fiscal Year, shall be paid to the Cooperative in four (4) equal payments, with twenty-five percent (25%) of the Account Amount due from each Member for the Fiscal Year due on or before the 15th day of January, April, July and October each Fiscal Year. B. Supplementary Payments. If, during any Fiscal Year, the funds on hand in the Account are not sufficient to pay the Cooperative's costs and expenses, the Board shall require supplementary payments. The amounts of such payments due from each Member for the Fiscal Year shall be computed utilizing the same method under which payments were made for the Account Amount for the Fiscal Year in question. Supplementary payments shall be in amounts sufficient, in the aggregate, to pay all the remaining estimated costs and expenses of the Cooperative for the year in question. Supplementary payments may be sought in more than one payment and calls for supplementary payments may be made more than once in a Fiscal Year. 9. Obligations of Members The obligations of each Member shall be as follows: A. To pay promptly all payments to the Account at such times and in such amounts as are established by the Board within the scope of this Agreement. The Board may assess a penalty against any amounts not paid promptly. Such penalty shall be to charge interest on all delinquent amounts at an annual rate from the date the payment was due. The rate will be determined by the Board, but in no event shall it exceed the maximum rate permitted by law. B. To select promptly a Representative and Alternate Representative to serve on the Board, and any successors to such Representative/Alternate Representative. C. To cooperate fully with the Board and the Administrator D. In the event that the Cooperative shall be required to expend funds for administrative, legal or other costs brought about by the failure of a Member to pay sums owed the Cooperative, such amounts expended shall be added to the sums due the Cooperative and shall be payable by the Member which has failed to pay said sums no less than thirty (30) days after such services/costs are incurred by the Cooperative. 295452.6 10. Liability of Board and Officers The Representatives/Alternate Representatives and the officers of the Cooperative Board shall use ordinary care and reasonable diligence in the exercise of their authority and in the performance of their duties. They shall not be liable for any mistake of judgment or other action made, taken or omitted by them in good faith; nor for any action made, taken or omitted by the Administrator; nor for loss incurred through investment of Cooperative funds, or failure to invest. No Representative, Alternate Representative or officer shall be liable for any action taken or omitted by any other Representative, Alternate Representative or officer. No Representative or Alternate Representative shall be required to give a bond or other security to guarantee the faithful performance of his/her duties hereunder except as required by this Agreement or by law. The Account shall be used to defend and hold harmless any Representative, Alternate Representative or officer of the Cooperative for actions taken by the Board or performed by the Representative, Alternate Representative or officer within the scope of his/her authority; the Cooperative may purchase insurance providing similar coverage for Representatives, Alternate Representatives and/or officers. 11. Contractual Obligation The obligations and responsibilities of the Members set forth in this Agreement, including the obligation to take no action inconsistent with this Agreement as originally written or validly amended, shall remain a continuing obligation and responsibility of each Member. This Agreement may be enforced in law or equity either by the Cooperative itself or by any Member. If the Cooperative is ever required to pursue enforcement of this Agreement against any Member and, to any extent, is successful in said enforcement action, then the Member or Members against whom enforcement has been sought shall be liable, jointly and severally, for all fees, costs and other expenses, including, but not limited to, attorneys fees incurred by the Cooperative in said enforcement action. The consideration for the duties imposed upon the Members by this Agreement is based upon the mutual promises and agreements of the Members set forth herein and the advantages gained by the Members through participation in the Cooperative. Except to the extent of the limited financial contributions to the Cooperative each Member has agreed to make pursuant to this Agreement, no Member agrees by this Agreement to be responsible for any claims of any kind against any other Member. The Members intend in the creation of the Cooperative to establish an organization solely within the scope set forth in this Agreement and do not intend to create between the Members any relationship of partnership, surety, indemnification or liability for the debts of or Claims against another. 12. Indemnification A. Lombard shall indemnify and hold harmless Mt. Prospect, Wheeling and MRMA, and their respective elected officials, officers, agents and employees, with respect to any claim or loss, including, but not limited to, attorney's fees, costs and expenses of litigation, claims and judgments in connection with any and ail claims for damages of any kind which may arise, either directly or indirectly, out of the acts or omissions of Lombard, or its elected officials, officers, agents, employees, consultants or contractors, pursuant to, or in furtherance of, this Agreement. 295452 6 B. Mt. Prospect shall indemnify and hold harmless Lombard, Wheeling and MRMA, and their respective elected officials, officers, agents and employees, with respect to any claim or loss, including, but not limited to, attorney's fees, costs and expenses of litigation, claims and judgments in connection with any and all claims for damages of any kind which may arise, either directly or indirectly, out of the acts or omissions of Mt. Prospect, or its elected officials, officers, agents, employees, consultants or contractors, pursuant to, or in furtherance of, this Agreement. C. Wheeling shall indemnify and hold harmless Lombard, Mt. Prospect and MRMA, and their respective elected officials, officers, agents and employees, with respect to any claim or loss, including, but not limited to, attorney's fees, costs and expenses of litigation, claims and judgments in connection with any and all claims for damages of any kind which may arise, either directly or indirectly, out of the acts or omissions of Wheeling, or its elected officials, officers, agents, employees, consultants or contractors, pursuant to, or in furtherance of, this Agreement. D. MRMA shall indemnify and hold harmless Lombard, Mt. Prospect and Wheeling, and their respective elected officials, officers, agents and employees, with respect to any claim or loss, including, but not limited to, attorney's fees, costs and expenses of litigation, claims and judgments in connection with any and aii claims for damages of any kind which may arise, either directly or indirectly, out of the acts or omissions of MRMA, or its elected officials, officers, agents, employees, consultants or contractors, pursuant to, or in furtherance of, this Agreement. 13. No Waiver of Tort Immunity Defenses Nothing contained in Section 12. above, or in any other provision of this Agreement, is intended to constitute, nor shall constitute, a waiver of the defenses available to any of the Members under the Illinois Local Governmental and Governmental Employees Tort Immunity Act (745 ILCS 10/1-101 of seq.) with respect to claims by third parties. 14. Miscellaneous A Notice. All notices, other than notices of meetings, required by this Agreement, shall be in writing, and shall be given by personal service or by registered or certified mail, postage prepaid, return receipt requested, and addressed as follows: If to Lombard: Village Manager Village of Lombard 255 East Wilson Avenue Lombard, Illinois 60148-3931 If to Mt. Prospect: Village Manager Village of Mount Prospect 50 South Emerson Street Mount Prospect, Illinois 60056 2954526 10 29545216 r iii. If to Wheeling: Village Manager Village of Wheeling 2 Community Boulevard Wheeling, Illinois 60090 iv. If to MRMA: Metro Risk Management Agency c/o Michael D. Nugent Nugent Consulting Group, LLC 2409 Peachtree Lane Northbrook, Illinois 60062 or to such other address as any Member may, from time to time, designate in a written notice to the other Members. Service by certified mail shall be deemed given on the third day following the mailing of said notice, and service by personal delivery shall be deemed given upon actual delivery. B. Section Headings. The section headings inserted in this Agreement are for convenience only and are not intended to, and shall not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. C. Validity and Savings Clause. In the event any provision of this Agreement shall be declared by a final judgment of a court of competent jurisdiction to be unlawful or unconstitutional or invalid as applied to any Member, the lawfulness, constitutionality or validity of the remainder of this Agreement shall not be deemed affected thereby. D. Counterparts. This Agreement, and any amendments thereto, may be executed in any number of counterparts which, taken together, shall constitute a single instrument. E. Governing Law. This Agreement shall be governed in accordance with the laws of the State of Illinois. F. Entire Agreement. This Agreement contains the entire understanding between the Members and supersedes any prior understanding or written or oral agreements between them regarding the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Members hereto relating to the subject matter of this Agreement which are not fully expressed herein. G. Effective Date. This Agreement shall be deemed dated and become effective on the date on which the last of the Member executes this Agreement, as set forth below. IN WITNESS WHEREOF, the Members, pursuant to authority granted by the appropriate action of each respective corporate authority/governing board, have caused this Agreement to be executed by their respective authorized representatives. VILLAGE OF LOMBARD as Peter Breen Acting Village President ATTEST: Brigitte O'Brien, Village Clerk Dated VILLAGE OF WHEELING By: Judy Abruscato Village President ATTEST: Elaine Simpson Village Clerk Dated: VILLAGE OF MOUNT PROSPECT By: Irvan�l K. Wilks Village President ATTEST: Lisa Agerk I Village METRO RISK MANAGEMENT AGENCY By. Name:_ Title: ATTEST: Name:_ Title: Dated: II:'%A('('1"Noiker's Compensation\IGA re Clain is Adjustef and Safety Consultant Seryices I 1_21 _12. DOC 12 IN WITNESS WHEREOF, the Members, pursuant to authority granted by the appropriate action of each respective corporate authority/governing board, have caused this Agreement to be executed by their respective authorized representatives. VILLAGE OF BARD By: Peter Breen Acting Village President ATTES Bre' tte O Brien, Village Clerk Dated: VILLAGE OF WHEELING Ju4 Abruscato Village President VILLAGE OF MOUNT PROSPECT Irvana K. Wilks Village President ATTEST: Lisa Angell Village Clerk Dated: METRO RISK MANAGEMENT AGENCY By: Name: A c -- Title: n 'en ; i �c�n eI'�onne po..la-41ae- P a.t-k ricif' ATTEST: - TE Elaine Sim ori p' -yet' F'. r`1 Name: Village Clerk ' U rn r`, ; !� Title: s 5: • Y °tel ^' •v Dated: J7 �r�r �, 7...• ��''� `{' Dated: /��Z� 14e, . 295452•_6 12 FIRST AMENDMENT TO AN INTERGOVERNMENTAL AGREEMENT IN REGARD TO CLAIMS ADJUSTER AND SAFETY CONSULTANT SERVICES This FIRST AMENDMENT TO INTERGOVERNMENTAL AGREEMENT (the "FIRST AMENDMENT') is entered into thisday of _f// / 2014, by and between the f Village of Lombard, an Illinois municipal corporation ("Lombard"), the Village of Mount Prospect, an Illinois municipal corporation ("Mt. Prospect'), the Village of Wheeling, an Illinois municipal corporation ("Wheeling"), and the Metro Risk Management Agency, a joint self-insured intergovernmental risk pool, whose current membership consists of the Schaumburg Park District, the Mount Prospect Park District and the Palatine Park District, (the "MRMA"). Lombard, Mt. Prospect, Wheeling and MRMA are sometimes referred to hereinafter individually as a "Member" and collectively as the "Members." WITNESSETH WHEREAS, the Members entered into AN INTERGOVERNMENTAL AGREEMENT IN REGARD TO CLAIMS ADJUSTER AND SAFETY CONSULTANT SERVICES, effective January 1, 2013 (the "ORIGINAL AGREEMENT); and WHEREAS, the Members desire to amend certain provisions of the ORIGINAL AGREEMENT, so as to use the base claims allocation model for the first three (3) years, with a true up at the end of said three year period, as opposed to a true up after each year; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and 5 ILCS 220/1 through 220/9 provide authority for intergovernmental cooperation; and WHEREAS, it is in the collective best interests of the Members to enter into this FIRST AMENDMENT; NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements hereinafter contained, the Members agree as follows: 330812 1 "8. Account 0 330812 1 That Section 8.A. of the ORIGINAL AGREEMENT is hereby amended to read in its entirety as follows: The Cost of administering the Cooperative and paying for the Services through the Administrator shall be borne by all the Members. Payments into the Account shall be made as follows: The Board, at least thirty (30) days prior to the start of each Fiscal Year, will approve the total anticipated costs and expenses of administering the Cooperative and providing the Services through the Administrator (the "Account Amount"). Each Member shall, thereafter, pay its share of the Account Amount, as follows: One-half (1/2) of the Account Amount shall be paid by the Members, with each Member paying twenty-five percent (25%) of said one-half (1/2) of the Account Amount. One-half (1/2) of the Account Amount shall be paid by the Members, based on the average number of Claims per year that each Member has had over their respective previous three (3) fiscal year periods prior to the effE!ctive date of the Agreement (the "Average Number of Claims"), based on the following formula: The Average The Number of Claims One-half (1/2) Individual for the Member X of the — Member's The Total of the Account Amount payment Average Number of Claims for Each Member iii. As Mt. Prospect and MRMA are only participating in regard to the claims adjuster portion of the Services relative to workers' compensation claims, only Mt. Prospect's and MRMA's workers' compensation claims shall be used relative to calculating the number of Mt. Prospect Claims and MRMA Claims under this Section 8. iv. The: Account Amount due from each Member, for each Fiscal Year, shall be paid to the Cooperative in four (4) equal payments, with twenty-five percent (25%) of the Account Amount due from each Member for the Fiscal Year due on or before the 15th day of January, April, July and October each Fiscal Year. Within ninety (90) days of the end of the third Fiscal Year of this Agreement, or the termination of this Agreement if the termination occurs prior to the end of the third Fiscal Year, there shall be a recalculation of each Member's share of the Account Amount, based on the actual amount spent for the Services and the actual number of Claims of each Member during the three (3) Fiscal Years, or during such shorter period if this Agreement is terminated prior to the end of the third Fiscal Year, with additional Account Amount payments being made by the Members, or refunds issued to the Members, as the case may be, within thirty (30) days thereafter." 2. That all portions of the ORIGINAL AGREEMENT, not amended hereby, shall remain in full force and effect. 3. This FIRST AMENDMENT shall be executed simultaneously in four (4) counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same FIRST AMENDMENT. 4, This FIRST AMENDMENT shall be deemed dated and become effective on the date the last of the Members executes this FIRST AMENDMENT, as set forth below. THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK. 330812_1 3 IN WITNESS WHEREOF, the Members, pursuant to authority granted by the appropriate action of each respective corporate authority/governing board, have caused this FIRST AMENDMENT to be executed by their respective authorized representatives. VILLAGE OF LOMBARID Keith Gia moria. Village President ATTEST:, Sharon Kuderna Village Clerk Dated: - - /-/ VILLAGE OF WHEELING Dean S. 4r6iris Village President ATTEST: Elaine Simpson Village Clerk i Dated: j i 330812_1 VILLAGE OF MOUNT PROSPECT By: Arlene A. j6faacek Village President ATTEST: Village Clerk Dated:i C-' "t_ r i METRO RISK MANAGEMENT AGENCY B rtT y� Name: 6 .rC.� Title:., ATTEST: Name: Title: Dated: ;/, ,- RESOLUTION NO. A RESOLUTION AUTHORIZING SECOND AMENDMENT TO AN INTERGOVERNMENTAL AGREEMENT IN REGARD TO CLAIMS ADJUSTER AND SAFETY CONSULTANT SERVICES WHEREAS, the Village of Mount Prospect (the "Village") is a home rule unit of government pursuant to the Illinois Constitution of 1970; and WHEREAS, the provisions of the Intergovernmental Cooperation Act, (5 ILCS 220/1 et seq.,) authorizes and encourages intergovernmental cooperation; and WHEREAS, the Municipal Claims and Safety Agreement (MCSA) cooperative provides, through a third -party administrator claims administration services and a full-time safety consultant to assist in developing safety plans, training and accident investigation; and WHEREAS, MCSA members include the Village of Mount Prospect, Village of Lombard, Village of Wheeling, and members of the Metro Risk Management Agency; and WHEREAS, the Members entered into An Intergovernmental Agreement In Regard to Claims Adjuster and Safety Consultant Services, effective January 1, 2013; and WHEREAS, the Members entered into a First Amendment To An Intergovernmental Agreement in Regard to Claims Adjuster and Safety Consultant Services, dated July 21, 2014; and WHEREAS, the Members' desire to amend certain provisions of the Amended Intergovernmental Agreement, so as to extend the term thereof for an indefinite period, subject to each Members' ability to terminate said Member's participation in the Amended Intergovernmental Agreement upon twelve (12) months prior written notice, with a true -up at the end of each three (3) year period of the Amended Intergovernmental Agreement, or upon the date of the termination of a Member's participation in the Amended Intergovernmental Agreement; and WHEREAS, the Mayor and Board of Trustees of the Village of Mount Prospect have deemed that the best interests of the Village will be served by entering into the Amended Intergovernmental Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, PURSUANT TO ITS HOME RULE POWERS: SECTION ONE: The Board of Trustees of the Village of Mount Prospect do hereby authorize and direct the Mayor to execute the Amended Intergovernmental Agreement in regard to Claims Adjuster and Safety Consultant Services attached hereto and made a part of this Resolution as Exhibit "A." SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. 263607_1 1 T AYES: NAYS: ABSENT: PASSED and APPROVED this day of , 2015. Arlene A. Juracek Mayor ATTEST: Deputy Village Clerk 263607_1 SECOND AMENDMENT TO AN INTERGOVERNMENTAL AGREEMENT IN REGARD TO CLAIMS ADJUSTER AND SAFETY CONSULTANT SERVICES This SECOND AMENDMENT TO INTERGOVERNMENTAL AGREEMENT (the "SECOND AMENDMENT") is entered into this day of , 2015, by and between the Village of Lombard, an Illinois municipal corporation ("Lombard"), the Village of Mount Prospect, an Illinois municipal corporation ("Mt. Prospect"), the Village of Wheeling, an Illinois municipal corporation ("Wheeling"), and the Metro Risk Management Agency, a joint self- insured intergovernmental risk pool, whose current membership consists of the Schaumburg Park District, the Mount Prospect Park District and the Palatine Park District, (the "MRMA"). Lombard, Mt. Prospect, Wheeling and MRMA are sometimes referred to hereinafter individually as a "Member" and collectively as the "Members." WITNESSETH WHEREAS, the Members entered into AN INTERGOVERNMENTAL AGREEMENT IN REGARD TO CLAIMS ADJUSTER AND SAFETY CONSULTANT SERVICES, effective January 1, 2013 (the "ORIGINAL AGREEMENT); and WHEREAS, the Members entered into a FIRST AMENDMENT TO AN INTERGOVERNMENTAL AGREEMENT IN REGARD TO CLAIMS ADJUSTER AND SAFETY CONSULTANT SERVICES, dated July 21, 2014 (the "FIRST AMENDMENT"; with the ORIGINAL AMENDMENT, as amended by the FIRST AMENDMENT, being hereinafter referred to as the "AMENDED AGREEMENT"); and WHEREAS, the Members' desire to amend certain provisions of the AMENDED AGREEMENT, so as to extend the term thereof for an indefinite period, subject to each Member's ability to terminate said Member's participation in the AMENDED AGREEMENT upon twelve (12) months prior written notice, with a true -up at the end of each three (3) year period of 355638_2 1 the AMENDED AGREEMENT, or upon the date of the termination of a Member's participation in the AMENDED AGREEMENT; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and 5 ILCS 220/1 through 220/9 provide authority for intergovernmental cooperation; and WHEREAS, it is in the collective best interests of the Members to enter into this SECOND AMENDMENT; NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements hereinafter contained, the Members agree as follows: 1. That Section 4.A. of the AMENDED AGREEMENT is hereby amended by adding the following to the end thereof: "Effective January 1, 2016, the Services shall continue to be provided to the Members indefinitely, subject to each Member's ability to terminate said Member's participation in the Agreement upon twelve (12) months prior notice as referenced in subsection E. below, and subject to the "true -up" referenced in Section 8.A.vi. below." 2. That Section 4 of the AMENDED AGREEMENT is hereby amended by adding a new subsection E. thereto, which will read in its entirety as follows: "E. Each Member shall have the ability to terminate said Member's participation in this Agreement upon no less than twelve (12) months prior written notice; provided, however, any such termination shall take place and be effective on either March 31st, June 30th, September 30th or December 31st, so that said termination occurs upon the end of a quarterly portion of the Fiscal Year covered by one (1) of the four (4) payments referenced in Section 8.A.iv. below." 3. That Section 8.A.ii. of the AMENDED AGREEMENT is hereby amended to read in its entirety as follows: "ii. One-half (1/2) of the Account Amount shall be paid by the Members, based on the average number of Claims per year that each Member has had during the first three (3) Fiscal Year periods of this Agreement (calendar years 2013, 2014 and 2015) (the "Average Number of Claims"), based on the following formula: The Average 355638_2 2 The Number of Claims One-half (1/2) Individual for the Member X of the = Member's The Total of the Account Amount payment Average Number of Claims for Each Member Beginning January 1, 2019, and every three (3) years thereafter, the Average Number of Claims shall be recalculated, based on the average number of Claims per year that each Member has had during the previous three (3) Fiscal Year periods, with one-half (1/2) of the Account Amount being paid by the Members based upon the foregoing formula, using said recalculated Average Number of Claims amount." 4. That Section 8.A. of the AMENDED AGREEMENT is hereby amended by adding new subsections vi. and vii. thereto, which shall read in their entirety as follows: "vi. Within ninety (90) days of the end of each three (3) Fiscal Year period following the end of the first three (3) Fiscal Year period of this Agreement, or the termination of a Member's participation in this Agreement if the termination occurs prior to the end of a three (3) Fiscal Year period, there shall be a recalculation of each Member's share of the Account Amount, based on the actual amount spent for the Services and the actual number of Claims of each Member during the said three (3) Fiscal Year period, or during such shorter period if a Member terminates said Member's participation in this Agreement prior to the end of a three (3) Fiscal Year period, with additional Account Amount payments being made by the Members, or refunds issued to the Members, as the case may be, within thirty (30) days thereafter. vii. In the event that a Member terminates said Member's participation in this Agreement, the Members remaining as participants in this Agreement shall enter into an amendment to this Agreement, so as to amend the provisions of this Agreement to take into account the reduction in the number of Members participating in this Agreement." 5. That all portions of the AMENDED AGREEMENT, not amended hereby, shall remain in full force and effect. 6. This SECOND AMENDMENT shall be executed simultaneously in four (4) counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same SECOND AMENDMENT. 355638_2 7. This SECOND AMENDMENT shall be deemed dated and become effective on the date the last of the Members executes this SECOND AMENDMENT, as set forth below. IN WITNESS WHEREOF, the Members, pursuant to authority granted by the appropriate action of each respective corporate authority/governing board, have caused this SECOND AMENDMENT to be executed by their respective authorized representatives. VILLAGE OF LOMBARD By: Keith Giagnorio Village President ATTEST: Sharon Kuderna Village Clerk Dated: VILLAGE OF WHEELING 3-1 Dean S. Argiris Village President ATTEST: Elaine Simpson Village Clerk Dated: 355638_2 4 VILLAGE OF MOUNT PROSPECT M1 Arlene A. Juracek Village President ATTEST: Lisa Angell Village Clerk Dated: METRO RISK MANAGEMENT AGENCY By: Name: Title: ATTEST: Name: Title: Dated: STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) ACKNOWLEDGMENT I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named Arlene A. Juracek and Lisa Angell, personally known to me to be the Village President and Village Clerk of the Village of Mount Prospect, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such Village President and Village Clerk, respectively, appeared before me this day in person and severally acknowledged that, as such Village President and Village Clerk, they signed and delivered the signed instrument, pursuant to authority given by the Village of Mount Prospect, as their free and voluntary act, and as the free and voluntary act and deed of said Village of Mount Prospect, for the uses and purposes therein set forth, and that said Village Clerk, as custodian of the corporate seal of said Village of Mount Prospect, caused said seal to be affixed to said instrument as said Village Clerk's own free and voluntary act and as the free and voluntary act of said Village of Mount Prospect, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of , 2015. Notary Public 355638_2