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HomeMy WebLinkAboutRes 07-93 01/19/1993 Resolution No. 7- 9 3 A RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT TO ESTABLISH AND OPERATE A CQMMUNITY AUDITORIUM WHEREAS, the residents of the Village of Mount Prospect have long supported the cultural arts as an integral part of the quality of life in the community; and WHEREAS, there are many talented individuals who reside in Mount Prospect and who seek oppommities to share their talents with their fellow residents through concerts, plays, recitals, readings and like performances; and WHEREAS, there is a need for a commnnity-based facility that can provide an appropriate forum for the performing arts as well as a place for public gatherings and formal meetings convened by community groups, concerned citizens and local governmental entities; and WHEREAS, a Community Auditorium would best serve the needs of the residents of the Village of Mount Prospect as such a forum; and WHEREAS, the duly elected governing bodies of the Village of Mount Prospect, Mount Prospect School District 57, Mount Prospect Public Library and Mt. Prospect Park District have determined that it would be in the best interests of the community to have a Community Auditorium located within the Village of Mount Prospect; and WHEREAS, through an intergovernmental cooperative effort, such a Community Auditorium can be developed and constructed in the most cost-effective manner; and WHEREAS, it is necessary to enter into a formal intergovernmental agreement for the establishment, construction, governance, responsibilities and operation of the Community Auditorium. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That upon approval by the other governmental bodies, the Mayor is authorized to execute and the Village Clerk to attest the Mount Prospect Cultural Trust Cooperative Agreement in substantially the form attached hereto as Exhibit A as an expression of the intergovernmental cooperation heretofore mentioned. SECTION TWO; That upon execution of said Cultural Trust Cooperative Agreement, that the Mount Prospect Cultural Trust enter into a fund raising period of 12 months beginning February 1, 1993 in order to supplement funds already on hand. SECTION THREE: That after the 12 month fund-raising period, a formal determination be made regarding the construction of a Community Auditorium including details of construction standards and payouts as between the Village and School District #57 and such lease arrangements as are necessary between School District #57 and the Mt. Prospect Park District. ECTION FOUR: This Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Busse, Corcoran, Floros, Hoefert, Wilks NAYS: None ABSENT: C t owe s PASSED JUN/) APPROVED THIS 19th day of January , 1993. / Mayor / / ATTEST: Carol A. Fields Village Clerk MOUNT PROSPECT CULTURAL TRUST COOPERATIVE AGREEMENT I. DESCRIPTION AND PURPOSE The intent of this Mount Prospect Cultural Trust Cooperative Agreement (hereinafter "Agreement") is to provide for the establishment, governance, responsibilities and operation of the Mount Prospect Cultural Trust Cooperative (hereinafter "CTC") and for the various cooperative projects anticipated by the member agencies. CTC is established pursuant to the provisions the Constitution of Illinois (1970), Article III, Section 10, Intergovernmental Cooperation, by cooperative agreement of public governmental agencies located in the Cook County Townships of Wheeling and Elk Grove, specifically, Mount Prospect Public School District 57, Mount Prospect Public Library, Mount Prospect Park District, and the Village of Mount Prospect. The primary purpose of CTC is to cooperatively and efficiently serve the expressed needs of the constituent members as follows: A. Planning and implementation of cultural projects. B. Cooperative use of a community auditorium. C. Serving as a clearing house for use of the auditorium by other agencies, as well as member agencies to afford the member agencies further opportunity of providing the services for which they exist. D. Promoting a cooperative spirit among the member agencies. II. TERM The initial term of this Agreement shall be for ten (10) years. If CTC continues to operate after ten (10) years without executing a new agreement, this Agreement shall automatically remain in effect for consecutive twelve (12) month time periods. III. MEMBER AGENCIES A. Membership: 1. Charter Members. The initial member agencies are the Mount Prospect Public School District 57, Mount Prospect Park District, the Village of Mount Prospect and its agency the Mount Prospect Public Library. 2. Other Governmental Agencies. Public governmental agencies serving the townships of Wheeling and Elk Grove, in Cook County, are eligible for membership in CTC. An eligible agency may become a member of the Mount Prospect Cultural Trust Cooperative (CTC) upon the adoption of this Agreement by duly adopted resolution of the governing Board of the proposed member and acceptance by the CTC Board of Trustees. 3. Non-Governmental Agencies. CTC ~ay elect, by unanimous vote, one non-governmental, not-for- profit agency to membership, if it is determined that the non-profit agency will serve the interests of the entire area and will enhance the quality of the CTC services. 4. Conditions of New Membership. Any agency desiring to join subsequent to the date of execution of this Agreement by the original members shall do so on the terms and conditions established by the then existing membership. B. Participation: 1. Programs. Member agencies may elect to participate fully in any number of or all of the programs and activities undertaken by CTC. 2. Financing and Enabling Legislation. Member agencies shall honor all financial obligations of m~mbership promptly and implement such legislation as necessary to delegate authority to the CTC Board of Trustees to establish policy and expend funds for the CTC within tke parameters established in this Agreement (See Section IV-A). 3. School District 57 Use. Mount Prospect Public School District 57 shall have the right to exclusive use of the auditorium on school calendar days until 5:00 p.m. This is in addition to the District's participation as a CTC m~her. C. Notice of Withdrawal of Membership: 1. Procedure. An agency may terminate membership at the end of any CTC fiscal year (fiscal year July 1 through June 30) by written notice to the CTC Board of Trustees of intent to withdraw given before March 31st preceding the fiscal year for which the withdrawal is to be effective. Within thirty (30) days of withdrawal, a member shall be provided with a statement of that member's account. The account shall be brought into balance within thirty (30) days of receipt of the Statement. - 2 - 2. Obligation to Village of Mount Prospect. It is recognized that the Village of Mount Prospect has provided certain financing for the original construction of the CTC facility. The obligation of the membership for reimbursement to the Village of Mount Prospect is set forth in Exhibit "A", which is attached to and made a part of this Agreement. Termination of membership shall not relieve a member of its obligations to reimburse the Village of Mount Prospect for this initial expenditure as set forth in Exhibit "A". IV. ORGANIZATION A. Board of Trustees: 1. The chief elected executive of each member agency shall appoint one person holding an elective office in the member agency to serve on the Board of Trustees of CTC. Any non-governmental member shall appoint a member of its governing body. 2. The member agencies expressly agree that the Board of Trustees has the authority to act on their behalf in establishing policies for CTC and in approving expenditures within established budgets. 3. It shall be the duty of the Board Of Trustees to establish and approve all operating policies and the annual budget for CTC. Capital expenditures shall be approved by a unanimous vote of the Board of Trustees representing government agencies; the vote by each trustee shall be directed by a majority vote of the governing body of the member agency the trustee represents. 4. The trustees may hold meetings, both regular and special, at any designated office of a member agency. 5. Bi-annual meetings of the Board of Trustees, commencing with the fiscal year 1993-94, shall be held on the third Wednesday of May and November, if not a legal holiday, and if a legal holiday, then on the next non-holiday weekday following or at such other date and time as shall be designated from time to time by the Board of Trustees. Written notice of bi-annual meetings stating the date, place and hour of the meeting shall be given to each member not less than ten (10) nor more than fifteen (15) days before the meeting. 6. Special meetings of the Board of Trustees My be called by a majority of the members upon written notice delivered personally or by regular mail or facsimile at least three (3) days prior to the meeting. Special meetings shall be called by the President or secretary in like manner and like notice at the written request of two trustees. Notice of any special meeting shall be posted at the headquarters of each member agency at least forty-eight (48) hours in advance of the meeting. 7. All meetings of the Board of Trustees shall be held in accordance with the Illinois Open Meetings Act. 8. The trustees shall receive no salary or other compensation. 9. The officers of the Board of Trustees shall be chosen by the Board of Trustees from its membership and shall be a president, vice- president, secretary and treasurer. These officers shall be elected at the May meeting each fiscal year. The officers shall hold their offices until their successors are duly elected. 10. The Board of Trustees may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Trustees. 11. The president shall preside over all meetings of the Board of Trustees. The president shall perform other duties and shall have other powers as the Board of Trustees may from time to time prescribe. 12. In the absence of the president or in the event of his or her inability or refusal to act, the vice- president shall perform the powers of and be subject to all restrictions upon the president. The vice-president shall perform such other duties and shall have such other powers as the Board of Trustees may from time to time prescribe. 13. The secretary shall attend all meetings of the Board of Trustees and record all the proceedings of the Board of Trustees in a book to be kept for the purpose, ge or she shall give or cause to be given notice of all regular, special, rescheduled or reconvened or changed meetings of the Board of Trustees. The secretary, on or before January 15 of each calendar Fear, shall prepare a schedule of the regular meetings of the Board for the year - 4 - listing the time and place of the meetings. Notices of all meetings shall be posted at the principal offices of the member agencies of CTC and shall be available to the public and news media upon request. 14. The treasurer shall have custody of the funds of CTC and shall keep full and accurate accounts of receipts and disbursements in books belonging to CTC and shall deposit all monies and other valuable effects in the name and to the credit of CTC in such depositaries as may be designated by the Board of Trustees. The treasurer shall comply with all statutes regarding the deposit and withdrawal of funds and auditing of the books and records. He shall prepare an annual statement of all receipts and disbursements for the preceding fiscal year and cause the same to be published not more than sixty (60) days after the end of the fiscal year. The treasurer shall disburse the funds of CTC as may be ordered by the Board of Trustees upon receipt of proper vouchers for disbursements. The treasurer shall render to the Board of Trustees at its regular meeting or when the Board of Trustees so requires an accounting of his or her transactions as treasurer and of the financial condition of CTC, subject to independent annual audit. 15. A quorum is necessary for the conduct of all business of the Board of Trustees with the exception of adjourning a meeting to a later date. A quorum shall consist of the presence of duly appointed representatives of a majority of the member agencies of CTC. A majority vote of those present and voting is necessary to carry a motion. 16. The president, treasurer and any member of the Board of Trustees authorized to handle funds or sign checks shall be bonded for a minimum amount of $100,000.00. This bond will be paid for by CTC, except that this requirement is waived if the Board of Trustees is satisfied that the officer has sufficient fidelity bond coverage from the governmental entity that the officer represents. B. Operating Committee: 1. An Operating Committee shall be composed of officials employed by the governmental member agencies. One official shall be appointed to the Operating Committee by the governing board of each governmental member agency. t 2. A non-governmental member agency may appoint an official regularly employed by the agency to the Operating Committee or may appoint a volunteer liaison who is available during regular business hours to attend meetings of the Operating Committee in an advisory capacity. 3. A regular operational meeting of the Operating Committee shall be held in the months of January, March, May, July, September and November. A committee of the whole shall conduct a working session to include advisory groups (as invited by the Operating Committee) in February, April, June, August, October and December. 4. The Operating Committee shall be responsible to the Board of Trustees for the day-to-day operation of CTC and for carrying out the established policies. The Operating C~mmittee has the responsibility for (1) establishing procedures for scheduling and usage of the community auditorium; (2) establishing proposed CTC budgets and recommending them to the Board of Trustees for approval; (3) reviewing all disbursements, bids and contract proposals and making recommendations to the Board of Trustees for formal ratification; (4) establishing operating procedures for all programs undertaken by CTC; and (5) fulfilling such other requirements as the Board of Trustees may from time to time establish. 5. The Operating Committee is additionally responsible for reviewing the operation and budget of each of the programs established pursuant to Section V of this Agreement and any other programs established or permitted by this Agreement to assure that the objectives of this Agreement are met and that the operation of each project and program continues to conform to the policies established by the Board of Trustees. V. PROGRAMS. A. Definition. A program as used in this Agreement is any undertaking or program established, sponsored or initiated by or through CTC as a service to its member agencies or other agencies. B. Funding. 1. The entire operating cost of any program is to be borne wholly by that program. Each program budget shall provide for the recovery of the appropriate cost of general services provided by CTC. 2. It is'the intent of this Agreement that direct and indirect costs of individual projects be borne by the member or agency sponsoring the program. 3. Programs established pursuant to this Agreement may in some instances provide services to non- member agencies. Such services will be provided only after express needs of members agencies are met and only upon approval of the Operating Committee subject to the policies of the Board of Trustees. Net income from these projects shall become the funds of CTC. 4. Funding for programs which are undertaken by non- member agencies shall be approved by the Operating Committee in compliance with the provisions of this Agreement and the policies of the Board of Trustees. Provisions shall be made for CTC to recover the appropriate amount of indirect and direct costs as determined by the Operating Committee. VI. DISSOLUTION OF CTC The member agencies of CTC may dissolve CTC by a unanimous vote of the Board of Trustees. The vote by each trustee shall be directed by a majority vote of the governing body of the member agency the trustee represents. Dissolution shall not negate any individual member's obligations to the Village of Mount Prospect for the total repayment of all financing provided by the Village of Mount Prospect as set forth in Exhibit "A". A decision to dissolve the organization must include the following provisions: A. A June 30 dissolution date after which CTC will no longer be in existence. The action of the Board of Trustees must be taken not later than January 1, prior to the June 30 dissolution date. B. A plan for dealing with financial and capital assets of CTC following the dissolution date. C. A plan for maintaining a caretaker administrative structure and escrow accounts to handle ongoing obligations related to responsibilities under contracts with local, state and federal funding agencies, insurance claims, contracts and leases with vendors and other obligations which were entered into by cooperative projects under Section V or by CTC. D. A plan for assigning administrative responsibility to appropriate agencies for all existing cooperative projects under Section V which will continue following dissolution. - 7 E. Provisions dealing with possible obligations under applicable state and federal statutes and regulations related to operations and decisions made prior to dissolution. VII. AMENDMENTS Amendments to this Agreement may be proposed by any member of the Board of Trustees at any time. Notice of a proposed amendment will be given at a meeting of the Board previous to the one at which action is taken. To become effective, a proposed amendment (except for capital expenditures and dissolution which require a unanimous vote) must be approved by the majority of the m~mhers of the Board of Trustees and ratified within sixty (60) days by a majority vote of all of the member agency boards. The amended Agreement shall become effective on the next day following the date on which a simple majority of the member agencies have ratified the proposed amendment(s). VIII. NOTICE. Whenever this Agreement provides for notice to be given to a Trustee or Operating Committee member, the notice shall be in writing by mail or hand delivery addressed to the trustee or member at the address of the member agency he or she represents. The face of the envelope for such notice shall display the words "CTC Notice". IX. RATIFICATION AND IMPLEMENTATION OF AGREEMENT. A. Ratification. The initial member agencies shall ratify this Agreement by simple majority votes of the governing bodies of each and every member agency. B. Effective Date. The Agreement shall be effective on the next day following the date on which all original member agencies have approved ratification by a simple majority vote of their governing bodies. C. Initial Organization. 1. Representatives. Each member agency shall appoint a trustee and an official for the Operating Committee as provided in Section IV of this Agreement at the meeting during which the member agency ratifies this Agreement. 2. Initial Meeting of Board of Trustees. a. The Board of Trustees shall hold its first meeting on the third Wednesday of the month following the effective date of this Agreement. 8 b. The purpose of this meeting shall be to elect officers of the Board of Trustees, establish the dates, times and places of the bi-annual meetings for 1993 and any special meetings as provided for in Section IV and to conduct any other business necessary to assure the continuation of CTC. c. The trustee representing the Mount Prospect Park District shall serve as temporary president until the president is elected as the first order of business. The temporary president shall notify the member agencies of the date, time and place of the initial meeting, call the meeting to order, take role of the trustees present, determine whether a quorum is present, and conduct the election of the president. d. The president elected by the Board of Trustees shall immediately assume office and preside for the remainder of the meeting. e. The officers elected at the initial meeting shall serve until new officers elected at the meeting scheduled for May, 1994 assume office. 3. Initial Meeting of the Operating Committee. The Operating Committee shall hold a regular or special operational meeting within thirty (30) days of the effective date of this Agreement. Subsequent meeting dates shall follow the provisions of Section IV. MOUNT PR~WPECT PUBLIC SCHOOL DISTRICT NO. ~7 MOUNT PROSPECT PUBLIC LIBRARY MOUNT ~%ROSPECT PARK DISTriCT VILLAGE/~FMOUNT PROSPF2~T ~ \\BGM\EM.~2C-04A / / Exhibit ~A~ The parties currently have set aside an initial amount of $620,000.00 for initial construction ~. This $620,000.00 has come from the following sources: 1. $250,000.00 Base Amount - Capital contribution from Mount Prospect School Dis~'ict 57 toward the base construction co~ of the auditorium facility. 2. $370,000 Loan Amount - Loan from the Village of Mount Prospect toward the initial construction cost of the auditorium facility. The Members' obligations on the aforesaid loan from the Village of Mount Prospect will be evidenced by an Installment Note duly executed by each Member. The Note shall be payable in ten annual instaIlments of principal and interest as follows: Mount Prospect Mount Prospect Mount Prospect Library Park District School District # 57 D~ D~t~ @ I~% @ 25% @ 28% December. 1, 1993 $ 7,704 $ !3,481 $13,481 December 1, 1994 '~,707 13,487 13,487 December 1, 1995 7,737 13,539 13,539 December l, 1996 7,755 13,571 13,571 December 1, 1997 7,762 13,583 13,583 December I, 1998 7,787 13,628 13,628 December 1, 1999 7,802 13,654 13,654 December 1, 2000 7,791 13,634 13,634 December 1, 2001 7,801 13,653 13,653 December 1 ,' 2002 7.813 13.673 13.673 $77.659 ~ I ~5.903 $135.903 The parties have determined, among themselves, that it is in the best interests of CTC to use calendar year 1993 t~ attempt to raise additional funding from privam sources that will enhance this unde~king. There~re, it is unlikely that construction will begin prior to caleadar yea~ 1994. The parties also acknowledge that &~pending upon the amount of private funds raised, it may become necessary to re-examine the advisability of CTC's continued existence. Therefore, if payments are made to the Village on the aforesaid $370,000.00 loan, but no construction has been commenced and CTC is dissolved, Mount Prospect will then refund the ~x~ount of such payments back to the paying parties along with interest that is based on the average rate of interest paid by the Illinois Public Treasurers' Investment Poo~ for the period of time that the payments were h~d by the Village. Further, if construction is undertaken but Mourn Prospect is not required to contribute the full amount of $370,000.00, the payments required of the parties shall be reduced proportionately. Nothing in this Exhibit 'A~ shall be deemed to relieve the parties from repayment obligations to ~ Village because of dissolution or otherwise once consc-uction is undertaken and the Village has paicl out the $370,000.00, or any portion of the $370,000.00.