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Home My WebLink About5. New Business 05/01/2012Village of Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO: MICHAEL JANONIS, VILLAGE MANAGER FROM: MICHAEL DALLAS, ADMINISTRATIVE ANALYST DATE: APRIL 26, 2012 SUBJECT: COMMUNITY CONNECTIONS CENTER ADDITION In anticipation of expanding the Community Connections Center into the addit al t space at 1713 West Algonquin Road, staff from both the Village and the Mount Pros p u worked with the Village's attorney to review and amend the original documents governin eir partnership and the operation of the Center. Accordingly, the following documents s rve as amendments to the original documents: • First Amendment to Intergovernmental Agreement Between the Village of Mount Prospect and Mount Prospect Library for a Neighborhood Resource Center (Known as the Community Connections Center) • Exhibit B -1: Floor Plan • Exhibit C -1: Community Connections Center Cost Sharing Agreement • Exhibit D -1: Community Connections Center Technical Support Responsibilities Agreement. Please review these documents and let me know if you have any questions. I've attached the original Intergovernmental Agreement for reference. Notably, the Community Partner Use Policy and Agreement (Exhibit A) was not revised. Any future revisions to this document will be addressed administratively. HAVILM\MDallas \Memos and Letters \Center Addition.dou Administrative Analyst FIRST AMENDMENT TO INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND MOUNT PROSPECT LIBRARY FOR A NEIGHBORHOOD RESOURCE CENTER (KNOWN AS THE COMMUNITY CONNECTIONS CENTER) WHEREAS, on February 17, 2009, the Village of Mount Prospect (the "Village "), an Illinois Home Rule Municipal Corporation, and the Mount Prospect Public Library (the "Library "), an Illinois Village Public Library (collectively, the "Parties "), entered into the Intergovernmental Agreement Between the Village of Mount Prospect and Mount Prospect Library for a Neighborhood Resource Center (the "Agreement') to cooperatively fund and operate a Neighborhood Resource Center in the south end of the Village of Mount Prospect to provide centralized information, referral and programming for all residents of the Village of Mount Prospect primarily through the services of the Village and Library, supplemented by complimentary services provided by not- for - profit partners; and WHEREAS, pursuant to the Agreement, the Village leased the premises at 1709- 1711 West Algonquin Road, Mount Prospect, Illinois, and certain common areas, including walkways and a parking area, which is located in the Crystal Court Shopping Center, 1703 -1759 West Algonquin Road, Mount Prospect, Illinois, to house the Neighborhood Resource Center, which has since been renamed the Community Connections Center, and the Library agreed to reimburse the Village for certain of the lease - related costs for said Premises to permit the Library to maintain a Library substation on the Premises and use certain of the Village Area, as defined in the Agreement; and WHEREAS, the Village and Library also agreed to share the cost of certain other services related to the Center; and WHEREAS, the Village and Library have since agreed to expand the Community Connections Center through the Village's lease of additional property attached to the Premises, to wit: 1713 W. Algonquin Road, Mount Prospect, Illinois (the "Addition "), such that the Center will include the property located at 1709 -1713 West Algonquin Road, Mount Prospect, Illinois; and WHEREAS, the Village and Library intend that the build out costs for the Addition will be paid through grant funds in possession of the Village. NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this First Amendment to the Intergovernmental Agreement Between the Village of Mount Prospect and Mount Prospect Library for a Neighborhood Resource Center (the "First Amendment "), the promises and consideration set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: A 2849311 1 1. Incorporation of Recitals /Defined Terms The Parties agree that the foregoing recitals are incorporated into this First Amendment as if fully recited herein. 2. Incorporation of Agreement The Agreement is incorporated herein by reference. In all respects, except as specifically amended by this First Amendment, the Agreement remains in full force and effect. In the event of any conflict between the Agreement and this First Amendment, this First Amendment shall control. 3. The Agreement shall be amended as follows: a. The phrases "Neighborhood Resource Center" and "Community Connections Center" are interchangeable. b. Effective June 1, 2012, references to the term "Premises" shall mean the premises at 1709 -1713 West Algonquin Road, Mount Prospect, Illinois, and certain common areas, including walkways and a parking area. c. Paragraph A shall be amended as follows:.. (1) The following sentence shall be inserted at the end of Paragraph A: "The Use Policy may be revised pursuant to the mutual written agreement of the Village Manager and the Library's Executive Director." (2) The following second paragraph shall be inserted: "Effective June 1, 2012, the Premises and shall be expanded to consist of approximately 3,600 square feet with approximately 980 square feet being subleased to the Library, in addition to a separate office of approximately 72 square feet (collectively the "Library Substation "), as well as 2 additional offices, an open area, a reception area for patrons and a receptionist, a community room, and common area for washroom facilities, kitchenette, and storage and a parking area (collectively the "Village Area "), the Library and the Village Areas being as described in the floor plan, attached hereto and incorporated herein as Exhibit B -1. " d. Paragraph B -1 shall be amended by inserting the following at the end: "Effective June 1, 2012, the Village will execute a new lease for the Premises under the terms and conditions set forth therein, a copy of which the Library acknowledges having received and reviewed." V 284931_1 e. Paragraph C(1)(a) shall be amended to insert the following paragraph at the end: " Effective June 1, 2012, build -out of the premises at 1713 W. Algonquin Road, Mount Prospect, Illinois (the "Addition ") shall commence. Payment for build -out of the Addition shall be made by the Village to the extent of grant funds designated by the Village for such purpose. The Parties agree that the build -out referenced in the first paragraph of paragraph C(1)(a), and any obligations for payment thereunder, have been completed." f. Exhibit C of the Agreement, the "Neighborhood Resource Center, Cost Sharing Agreement ", shall be replaced with Exhibit C -1, the "Community Corrections Center, Cost Sharing Agreement ", dated March 1, 2012, which is attached to this First Amendment and incorporated herein. g. Exhibit D of the Agreement, the "Technical Responsibilities Agreement ", shall be replaced with Exhibit D -1, the "Technical Responsibilities Agreement ", dated , which is attached to this First Amendment and incorporated herein. h. Authority to Execute Execution of this First Amendment by the Village is authorized by a resolution passed by the President and Board of Trustees of the Village on , 2012. Execution of this Agreement by the Library is authorized by a resolution passed by the Board of the Mount Prospect Library on , 2012. The Parties represent and warrant to each other that they have the authority to enter into this First Amendment and perform their obligations hereunder. i. Effective Date This First Amendment shall be effective upon the date last executed by the Parties. IN WITNESS WHEREOF, the parties have entered into this First Amendment. VILLAGE OF MOUNT PROSPECT L2 Village President Attest: Village Clerk Date: _ MOUNT PROSPECT PUBLIC LIBRARY By: President Attest: Date: 284931_1 EXHIBIT B -1 Community Connections Center Floor Plan EXISTING STORAGE EXISTING TOILET SERVER CLOSET w rn EXISTING MEETING ROOM (FUTURE LIBRARY SPACE) EXISTING KITCHEN EXISTING CLOSET EXISTING NEW EXISTING DOOR TO REMAIN DASHED LINES REPRESENT EXISTING EXISTING WALLS TO BE ELECTRICAL REMOVED,TYP. PANEL TO REMAIN LL ALIGN NEW 8 4 j PROVIDE SOUNDPROOFING PROPOSED EXISTING WALLS SEAL KITS W DOOR CORRIDOR LOCATION, KRS INCLUDE 1 DOOR SWEEPS AND WEATHERSTRIPS PROPOSED :Q ROPOOED 1 OPEN AREA EXISTING TOILEtT TOILET B' -2' I 1 0-11 jQ --- ---- -- I o DooR O W F� r__: DASHED ° 3 LINES REPRESENT .. ....... ....... +. -.- - 1' 10' EXISTING B' -0' TYPICAL WALLS TO BE REMOVED,TYP. 0' 0• EXISTING > OFFICE ~ ° 7 -1Yz STOP. m PROPOSED OFFICE 1 h� _ 4' -0' TYPICAL 2 3 DOOR 3 STOI EXISTING OFFICE ~ 0 STOI \ m PROPOSED 5 ' 0 srol JJJ OFFICE 3 +a 1 0 1 s sF ] 2 r1vz a H EXISTING a OFFICE 5 8' - 0• TYPICAL EXISTING LIBRARY ISHR. EXISTING AREA RECEPTION 1 s' -BYz SEAL KITS V DOOR LOCATIONS, KITS INCLUDE DOOR SWEEPS AND WEATHERSTRIPS PROPOSED LARGE MEETING AREA +/- 450 SF 30 PERSON CAPACITY 3' -0' DOOR EXISTING LOBBY EXPANDED ENTRY DOOR TO REMAIN FLOOR PLAN 3.6.2012 SCALE: 1/8" = 11 EXISTING _ NEW MATCH EXISTING ncJ RFFI FC TFD CE ILING PLAN 03.06.2012 SCALE: 1/8" = 1' Z b O O m m Zd O� mwQ�o _�� o � LU < w Z °� Y 0 �_Z) 9IR0Ln� Q J = Z wz ~O�� m CV - U)C a- N Cn Q m 1 Ln LL moo W _�� _Q� W �m� p 0 =w� Q L U v00 Z O O m� z F- Z 0 ( a0 rt v JQ Wco Q }Q Cc v = j wa[JX U C�I —w Q O Q -jm wC7 U) Z z0 _ J U U Z w Z co U co Z 0 T< z= L� wi r L J O w w zW 0 0 m cn FCD �co _ if z U Q "f i i g S 5 m oa m Oct) CL O J U >- CD (3Qw� 0 Ln 0 U � Z °C H U) c Z W 0 m m z D- 7- � Z w Q = W Z d NU)Qm C) Q OC7 -Z_ w �- QX mw S O Q O (.7 z m� 1pw z O 0 m tf ) _ C7 } LL O O co A cr) Q Cl) Lu Q W 7 (n w < 0¢ Z N m 0 J Q LL moo W w O _Q� W �m� p w m � °U) JC� 0Q m� _ 0 ( a0 rt v ' Ir Q z m U v = j 0 100 J J Q wC7 U) QC) : vm u m N i T 0 rL LL >- O 0 Cl) co _Q� W �m� p O M � 0 0 O c� R w Q `c? Z m C r 0 C\l 0 aC6 (6 U) m wQ w ❑ J Q Q zR ww DwCn QS EXHIBIT C -1 Community Connections Center Cost Sharing Agreement Amended: February 2012 revised 311/12 67 1 33% PW's Contract n/a nla Village and Library will name CCC on insurance coverage 67% 33% . .. ,... _ 67 0 33°0 ent i 67% 1 33% B ase . C ommon Area Maintenance, (CAM) n8urence' ` 67% ese{ve,,; 67% 33% t aXei; 67% 33 ignage 50° 50% Monthly Service fee for outdoor sign (8!2!2010) ;; ,. pest }Control 67 ° 0 _ /o 3 W's Contract - (effective 2010) .. 67°0 A s needed 67% 33% Coy a pe;, . 50% 50% White $31,501ctn, Color 4 /ctn Kita en u r es 67% 33 50 °k 50% 50% 50 % Switch, router, flrewali, VPN, UPS, server rack, wireless access point oPy; ee'" 100 0% Per Dave rb email dated Feb. 7, 2012 5m�n s 4 a �r an ep a,;; 50% 50% Smart Net Annual Maintenance hone system.(e3c ,iln® data network de 50 50% Monthly Service Fee from Active Alarm quote nla n a Franchise PCgreemenT nla n a FranchiseAgreemen 25% o a cu a e on percentage total circuit capaci y (*effect ve u y 67% Estimate from Public Power website es nla n/a Each entity handles cost directly with ICN ntemet Aiicesa ICN" 67% 0 Water &Sewer Amended: February 2012 revised 311/12 EXHIBIT D -1 (revised 4/23/12) COMMUNITY CONNECTIONS CENTER Technical Support Responsibilities Agreement PURPOSE To support the operational needs of the Community Connections Center (the "Center "), as well as its community partners, the Village of Mount Prospect (hereinafter "Village ") and the Mount Prospect Public Library (hereinafter "Library"), will provide computers, phones, access to the Internet, and other technical support capabilities. Some of the equipment, such as network devices, will be shared by both Parties and will require considerable cooperation to ensure seamless network connectivity and successful operations. To address the level of support and type of cooperation needed, this document sets forth the management responsibilities of both Parties. Management responsibilities include technical support ( "help desk "), equipment maintenance (preventative, repair, and replacement), software upgrades, system monitoring and reporting, and budgeting. IL PRIMARY RESPONSIBILITY Since much of technical support equipment is shared at the Center and is connected to each of the Parties' networks, it is possible that a support issue may require considerable coordination among the Parties. To avoid any conflicts and ensure this coordination is managed orderly and efficiently, the following bullets set forth who primarily manages the Center's equipment: A. Network Connection, Equipment and Wiring 1. Switch(es) - Village 2. VPN and Firewall — Each Party supports and maintains their own 3. Wireless Access Point — Village 4. Uninterrupted Power Supplies — Library 5. Server Rack — Library 6. Data /Phone Wiring (to the wall jack) — Village B. Internet connection and associated AT &T equipment (e.g. router) - Library C. Personal Computers and Laptops — Each Party supports and maintains their own D. Phones (VoIP or POTS) — Village E. Cable Television - Village F. Security System 1. Door Access (proxy card) System a. Support and Maintenance - Library b. Database Management —Both Parties will jointly manage the system's database 2. Facility Alarm — Village 3. Video Surveillance — Village G. Fire Alarm - Village H. Other Devices 1. Copy Machine — Village 2. Plasma /LCD TV and PC in Community Room —Village Each Party must obtain approval from the other Party if any new equipment is going to be installed on the Center's data network or if any of the existing devices or systems above will be changed in any way. If any new equipment is installed at the Center, the list above should be modified accordingly. III. TECHNICAL SUPPORT AND MAINTENANCE A. Technical Support Both Parties currently provide technical or "help desk" support via a phone number and a web - based form. These same services will be extended to the Center's staff members. In general, staff should contact their own respective organization's "help desk" to resolve a technical issue. if the issue affects one of the shared systems or equipment identified in Section Il, the Party 285429_1 CCC Technical Support Responsibilities Agreement REVISED — April 23, 2012 Page 2 primarily responsible for managing the equipment must be notified in order to address the issue. Both Parties agree to work in good faith to respond and resolve technical support issues in a timely manner. B. Maintenance The Party primarily responsible for managing a system or piece of equipment vvill maintain that equipment, including administering any required service contracts. All maintenance issues associated with a shared system or piece of equipment Will require coordination among the Parties. If a technical issue arises that requires a shared piece of equipment identified in Section Il to be replaced, repaired, or eliminated, approval must be provided by both Parties. IV. NETWORK MONITORING, UPGRADES AND REPORTING The network will be divided into separate virtual local area networks (VLANS). The Village and Library will be able to monitor their own separate network remotely, upgrade software, and make any necessary configuration changes. Any issues should be reported to the other Party to avoid any system -wide issues. V. BUDGETING Assuming the Center's continued success, there will be a time when equipment will need to be replaced. The Party primarily responsible for managing the equipment will pay for the new equipment and any required service contract, and seek reimbursement from the other Party. The apportioning of costs should be identified in Exhibit C of the Intergovernmental Agreement, of which this Exhibit D is a part. Vi. PHYSICAL SECURITY Each Party will be responsible for the physical security of their own equipment. The server rack will be locked at all times and a key will be provided to both Parties for access to the shared equipment. The Parties acknowledge and accept the management responsibilities associated with the Community Connections Center's technical support capabilities. VILLAGE OF MOUNT PROSPECT MOUNT PROSPECT PUBLIC LIBRARY 285429_1 RESOLUTION NO. 03 -09 A RESOLUTION AUTHORIZING THE VILLAGE OF MOUNT PROSPECT TO ENTER INTO A NEIGHBORHOOD RESOURCE CENTER INTERGOVERNMENTAL AGREEMENT WITH THE MOUNT PROSPECT PUBLIC LIBRARY WHEREAS, the Village of Mount Prospect is a home rule municipality and pursuant to the Illinois Constitution, Article VII, Section has certain powers which it is exercising; and WHEREAS, Section 10 of Article VII of the Constitution of the State of Illinois and the Intergovernmental Cooperation Act at ILCS 220/1 et.seq. allow and encourage intergovernmental cooperation; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect has deemed that the best interests of the Village may be served by entering into intergovernmental agreements; and WHEREAS, the Village of Mount Prospect and the Mount Prospect Public Library agree that it would be in the best interests of the citizens to allow the Village of Mount Prospect to enter into an Intergovernmental Agreement for the operation of a Neighborhood Resource Center (NRC) located at 1709 -1711 West Algonquin Road, Mount Prospect, Illinois. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President and Board of Trustees of the Village of Mount Prospect are hereby authorized to execute the Intergovernmental Agreement which is attached to this Resolution as Exhibit "A." SECTION TWO That this Resolution shall be in full force and effective from and after its passage and approval in the manner provided by law. AYES: Hoefert, Juracek, Korn, Matuszak, Polit, Zadel NAYS: None ABSENT: None PASSED and APPROVED this 17 day of February, 2009. - /` " Irvana K. Wilks Mayor ATTEST: M. Lisa Angell Village Clerk HACLKO\W WRESOtergovt Agrmtmountprospectpubliclibrarynrcfeb2009 .doc INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND MOUNT PROSPECT LIBRARY FOR A NEIGHBORHOOD RESOURCE CENTER This Intergovernmental Agreement ( "Agreement ") is made and entered into this _ day of #, , 2009, by the Village of Mount Prospect (the "Village "), an Illinois Home Rule Corporation,D and the Mount Prospect Public Library (the "Library"), an Illinois Village Public Library (collectively, the "Parties" and each a "Party "). WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 and the Intergovernmental' Cooperative Act, 5 ILCS 220/1 et seq., authorize public agencies to contract or otherwise associate among themselves to obtain or share services, and to exercise, combine or transfer any power or function, in any manner not prohibited by law; and WHEREAS, the Village and Library are "public agencies" as defined in the Intergovernmental Cooperative Act, 5 ILCS 220/1 et seq.; and WHEREAS, the Boards of Trustees of the Village and Library find it in the public interest to establish a Neighborhood Resource Center in the south end of the Village of Mount Prospect to provide centralized information, referral and programming for all residents of the Village of Mount Prospect primarily through the services of the Village and Library, supplemented by complimentary services provided by not - for - profit, community partners; and WHEREAS, the Village has agreed to lease the premises at 1709 -1711 West Algonquin Road, Mount Prospect, Illinois, and certain common areas, including walkways and a parking area (the "Premises "), located within the Crystal Court Shopping Center at 1703 -1759 West Algonquin Road Mount Prospect, Illinois (the "Shopping Center"), to house the Neighborhood Resource Center; and WHEREAS, the Library has agreed to reimburse the Village for certain of the lease - related costs for said Premises to permit the Library to sublease a portion of the premises for a Library substation on the Premises and to use certain of the Village Area, as defined hereunder; and WHEREAS, the Village and Library have also agreed to share the cost of certain other services related to the Neighborhood Resource Center. NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement, the promises and consideration set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: A. Neighborhood Resource Center Description. The Neighborhood Resource Center (the "Center"), established to provide centralized information, referral services, community programming, and library services for all residents of the Village of Mount Prospect, shall be operated by the Village on the Premises in the manner described in the Neighborhood Resource Center Community Partner Use Policy (the "Use Policy"), a copy of which is attached hereto and incorporated herein as Exhibit A. The Center shall consist of approximately 700 square feet subleased to the Library (the "Library Substation "), as well as three (3) offices, a reception area for patrons and a receptionist, a community room, and common area for washroom facilities, kitchenette, and storage and a parking area (collectively the "Village Area "), the Library and the Village Areas being as described in the floorplan, attached hereto and incorporated herein as Exhibit B. B. Lease of Premises. Lease. The Village shall execute a lease of the Premises under the terms and conditions set forth in the Lease, a copy of which Library acknowledges having received and reviewed. 2. Rent. Upon execution of the Lease, the Village as Lessee will pay the Lessor according to the terms of the Lease, and abide by those terms. The Library shall pay the Village an amount equal to one -third (1/3) of the rent amount due under the Lease, as set forth in Exhibit C which is hereinafter described, and such annual increases as required under the Lease. The rent amount shall include the base rent, real estate taxes, common area maintenance fees, and administrative costs, reserve funds and insurance. The Village shall invoice the Library quarterly for payment of such amount and the Library shall pay the Village within thirty (30) days of the invoice date 3. Library responsibilities and obligations as tenant. a. Use of the Premises. The sole purpose for which the Library Substation may be used, in the absence of prior written approval by the Village, is to house a branch of the Village of Mount Prospect's Library, to be operated in accordance with applicable policies and procedures of the Library. b. The Library Not To Misuse. The Library will not permit any unlawful or immoral practice to be committed or carried on in the Premises by itself or its invitees. The Library shall not allow the Library Substation to be used for any purpose other than that described in subsection 3(a) herein. The Library will not keep or use or permit its invitees to keep or use on the Premises any hazardous materials (as defined by existing federal, state and local environmental laws, ordinances, rules and regulations), flammable fluids or explosives, without the prior written permission of the Village. The Library will not load floors beyond the floor load rating prescribed by applicable local building code and ordinances. The Library shall not take any actions, which may prevent the Village from complying with the terms of the Lease. c. Condition of the Premises. The Library has examined and knows the condition of the Library Substation and has received the same in good order and repair. d. Repairs, Maintenance and Alterations. At the Library's sole cost and expense the Library shall keep the Library Substation, and the appurtenances thereto, in a clean, sightly and healthy condition, and in good repair, all according to the statutes and ordinances in such cases made and provided, and the directions of public officers thereunto duly authorized, all at its own expense, and shall yield the same back to the Village upon the termination of the Lease, whether such termination shall occur by expiration of the Term, or in any other manner whatsoever, in the same condition of cleanliness, repair and sightliness as at the date of the execution hereof, loss by fire and reasonable wear and tear excepted. If the Lease is terminated for any reason, the Parties agree to remove their furniture, equipment, and materials within the period of time required under the Lease and to the extent required under the Lease. e. Access to the Library Substation. The Library shall allow the Village or any person authorized by the Village free access to the Library Substation for the purpose of examining or exhibiting the same, or to make any repairs or alterations thereof which the Village may reasonably see fit to make. Any such entry or access shall only be accomplished with prior notice to the Library and in such a manner and at such time so as not to disrupt or interfere with the conduct of the Library's business. f. Compliance with Applicable Laws, Permits and Licenses. During the Term, the Library, at its expense, shall comply promptly with all laws, rules, and regulations made by any government authority having jurisdiction over Library's use of the Library Substation pertaining to the physical condition of any improvements in the Library Substation and the Library's specific business operations in the Premises. g. Compliance with Rules. The Library shall comply with all rules and regulations adopted by the Lessor pursuant to the Lease, all reasonable rules and regulations adopted by the Village after consultation with the Library so long as those rules do not interfere with Library's use and enjoyment of the Premises, and the following sections of the Use Policy: Section V, Community Partnership Advisory Committee, Section VI Facilities — subsections C, D and E, and Section X, Performance Measures. The Library shall also comply with such rules and regulations, as mutually agreed to by the Parties that are necessary for the proper and orderly care of the Premises. The Library shall also permit the Village to take such action, as the Village deems reasonably necessary, to comply with the terms of the Lease. h. Responsibility. The Library shall have sole responsibility for the area designated for the Library Substation. On the Premises, the Village shall make available for use by the Library a parking area, and maintain and make available for use by the Library a reception area, washroom facilities and a kitchenette. At the Village's sole cost and expense, except as otherwise expressly provided in this Agreement, the Village shall keep the reception area, washroom facilities and kitchenette clean, sightly and healthy condition, and in good repair, all according to the statutes and ordinances in such cases made and provided, and the directions of public officers thereunto duly authorized. In the Village Area, the Library shall have shared use of the washroom facilities, parking area, reception area, facilities and kitchenette, and may utilize the community room in accordance with the scheduling provisions set forth in Section VI (D) of the Use Policy. Neither Party shall take any action or make any omission that would cause the other Party to breach this Agreement or fail to comply with applicable laws, regulations, rules or ordinances. i. Modification. Upon completion of the buildout referred to in subsection C (1), the Library will not make any material modifications to the Library Substation without the prior written consent of the Village. The Village reserves the right in its reasonable discretion to deny the Library's ability to make any such material modifications. C. Other Center Funding Obligations. 1. Initial Funding Obligations. a. Build -out. Prior to the build -out, the Center's architectural design plans and construction materials (walls, windows, doors, counters, cabinets, flooring, lighting, paint, and other finish materials) shall be agreed upon by both Parties. This agreement shall constitute a build -out construction baseline. The Village shall pay for two- thirds (2/3) and the Library shall pay for one -third (1/3) of the costs associated with the Center's build -out construction baseline. During the build -out and thereafter, any additional costs for changes to the baseline shall be borne by the requesting Party unless agreed to otherwise. In the event that the Village receives a credit from the Landlord toward the buildout costs in the amount of Fifteen Thousand Dollars ($15,000.00), the Library shall receive a credit toward its share of the rent in the proportions set forth above and in the manner provided by Landlord to the Village In the event that the Lease is not renewed for the optional fourth and fifth years, the Village is required under the Lease to reimburse the Landlord in the amount of Seven Thousand Five Hundred Dollars ($7,500.00), in which case the Library shall in turn be required to reimburse the Village in the proportion set forth above, which amount shall be Two Thousand Five Hundred Dollars ($2,500.00). In the event that the actual amount of such a credit received by the Village is different than that set forth above, the Library will receive its proportionate share of the credit and be required to reimburse the Village its proportionate share in the event that reimbursement is required. b. Common Support Services. The Parties agree to share the cost of the Center's utilities and support services, including installation thereof, that are set forth in Exhibit C ( "Common Support Services "), which is incorporated herein by reference, in the proportions set forth in Exhibit C. Examples of such Common Support Services may include the cost of the water and sewer, gas and electric, garbage, security system, cable television services, telephone services and Internet services. Unless otherwise agreed, the Party responsible for payment for a particular Common Support Service shall invoice the other quarterly for reimbursement of its share, which shall be paid within thirty (30) days of the invoice date. c. Furniture, Common Items and Materials. (1) The Parties shall be responsible for purchasing and installing their own furniture and shelving in their respective areas. (2) The Parties agree to share the cost of the purchase and installation of certain of the Center's common equipment and other common items, which are set forth in Exhibit C ( "Common Items "), in the proportions set forth in Exhibit C. Examples of such Common Items may include network equipment, telephone devices and photo copier. (3) The Library will be responsible for purchasing print and non -print materials that it determines are necessary for the proper operation of the Library Substation. 2. Annual Funding Obligations. a. Common Support Services. The Parties agree to share the annual costs of the Common Support Services, in the proportions set forth in Exhibit C. Unless otherwise agreed, the Party responsible for payment for a particular Common Support Service shall invoice the other quarterly for reimbursement of its share, which shall be paid within thirty (30) days of the invoice date. b. Furniture and Common Items. (1) The Parties shall be responsible for maintenance, repair and replacement of their own furniture, which includes shelving, as described in subsection C (1)(c)(1). (2) The maintenance of the Common Items shall be as set forth in the Technical Support Responsibilities, which is incorporated herein as Exhibit D. c. Common Supplies. (1) Copy paper, lavatory (toilet paper, soap, hand towels, etc.) and janitorial supplies ( "Common Supplies ") will be purchased by the Village. The Library shall pay the Village an amount equal to one -third (1/3) of the cost of such Common Supplies. The Village shall invoice the Library quarterly for payment of such amount and the Library shall pay the Village within thirty (30) days of the invoice date. (2) Other than copy paper, the Parties shall purchase their own office supplies, such as pens, pencils, highlighters, staplers, etc. d. Center Building Maintenance. The Village shall be responsible for the maintenance of the building systems on the Premises, such as heating and cooling, electrical, and plumbing systems, to the extent required under the Lease. For repair or replacement costs related to said building systems, the Village shall pay two- thirds (2/3) of the cost and the Library shall pay one -third (1/3). For minor repair or replacement costs related to items, such as a damaged carpet tile, a broken light fixture, or a hole in a wall, the Parties will be solely responsible for their respective areas. 3. Cost Sharing. Unless otherwise set forth in this Agreement, in Exhibit C or agreed to otherwise, any Common Items, Common Support Services or Common Supplies that are shared by the Parties shall be paid two - thirds (2/3) by the Village and one -third (1/3) by the Library. The responsible Party shall invoice the other quarterly for payment of such amount, subject to reimbursement by the other Party within thirty (30) days of the invoice date. Exhibit C may be amended from time to time upon agreement of the Parties to add or remove Common Items, Common Support Services or Common Supplies and to modify the costs and the proportions of costs allocated to each Party. 4. The Parties shall share the cost of additional services or items not set forth in this Agreement or in Exhibit C, provided the Parties have mutually agreed to the purchase and cost of any such services or items prior to purchasing or entering into any agreement to purchase such services or items. Said costs shall be shared in the amounts set forth in Section C(3). 5. Notwithstanding anything in this Agreement to the contrary, the Parties may enter into separate agreements that set forth additional or different terms and conditions regarding Common Support Services, Common Items, Common Supplies or any other services or items used in connection with the Center. D. Budgeting and Reporting Budgeting. Notwithstanding anything in Section C to the contrary, the Village and the Library will meet annually in order to (i) discuss the financial condition of the Center; (ii) develop a budget for the next fiscal cycle; and (iii) approve the proposed costs and the proportion of such costs allocated to each Party for Common Support Services, Common Items and Common Supplies, as well as any other shared costs associated with the Center for the next fiscal year. Input may be gathered from the Community Partners to help develop the budget. The Center's proposed expenses shared by the Parties in accordance with this Agreement and exhibits thereto, shall be integrated into each of the Parties' organizational budgets. The Center's cost impact on each of the Parties' organizational budgets will be presented to their own political bodies for approval. Exhibit C shall be modified, to the extent mutually agreed by both Parties, to reflect changes resulting from the actions set forth in this subsection D(1). 2. Auditing and Reporting. a. Auditing. In conjunction with the Parties' annual audit processes, each Party shall examine its own costs associated with the Center and share any comments or concerns submitted by their auditor(s). b. Reporting. With the assistance of the Village, the Library, and the Center's Community Partners, the Village will release an annual report to the community describing the Center's accomplishments and summarizing its financial condition. E. Technical Support. The Center will host a multitude of technical capabilities, including computers, phones, and a security system, some of which will be managed by the Village and some of which will be managed by the Library. Exhibit D sets forth the Parties' technical support responsibilities. F. Ownership. The Parties shall retain sole ownership in any furniture, equipment, materials, or supplies purchased solely for their use, including desks, tables, chairs, and shelving. Any ownership interest in furniture, equipment, materials, or supplies purchased jointly by both parties for common usage at the Center shall be divided according to the original cost apportionment of each item. G. Center Operation. The Library acknowledges that the Village intends to permit not -for- profit agencies, which provide services complimentary to those of the Village and the Library (the "Community Partners "), to share space in the Center, meet with residents, and provide information, programming, and a variety of support services. Except for the Library's participation on the Community Partnership Advisory Committee under the Use Policy, the Village shall be solely responsible for the operation and management of the Community Partner program and the Center and its programming and activities, with the exception of the Library Substation and its programming and activities. The Library shall be solely responsible for the operation and management of the Library Substation, including but not limited to the Library programming and activities taking place at the Library Substation. H. Area Control. The Village and the Library shall have control over their respective areas with the authority to limit patron use, designate staffing by its employees and office hours, and determine the amount and type of equipment and materials to be kept thereon. The Village, however, shall not restrict the Library's reasonable use of the washroom facilities, reception area or kitchenette, except temporarily for maintenance or safety purposes. Cooperation. The Parties agree to work in good faith to mutually resolve any problems occurring or arising out of the performance of this Agreement. The Parties agree to do all things reasonably necessary or appropriate to carry out the terms, provisions and objectives of this Agreement, including, without limitation, establishing room and service schedules, and the taking of such other actions as may be necessary to ensure compliance and fulfillment with the terms and provisions of this Agreement. Insurance. The Village and the Library agree to maintain, at their own cost and expense, general liability insurance including contractual liability insurance insuring the other as a "named insured ". Said insurance shall be in the following forms and amounts: General Comprehensive Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury, death and property damage. The general aggregate shall be twice the required occurrence limit. 2. Public Liability: $1,000,000 combined single limit per occurrence. Minimum general aggregate shall be no less than $1,000,000. 3. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 4. Workers' Compensation: Workers' Compensation limits as required by State statute. 5. Employer's Liability: not less than $1,000,000. 6. Personal Property: The Village shall maintain insurance covering improvements and personal property that at any time is situated in the Village Area and the Library shall maintain insurance covering improvements and personal property at any time situated in the Library Substation. Said insurance shall cover loss or damage by fire, lightning, wind storm, hail storm, aircraft vehicles, smoke, explosion, riot or civil commotion as provided by the Standard Fire and Extended Coverage Policy and all other risks of direct physical loss as insured against under Special Form "all risk" coverage. 7. Excess Liability: $2,000,000 per occurrence and in the aggregate. 8. The insurance requirements herein may be satisfied through self - insurance of the insurance coverage and limit requirements set forth above. K. Indemnification and Hold Harmless Provision. Indemnification by the Village. The Village shall defend, protect, indemnify, and hold the Library and its appointed and elected officials, agents, officers, directors, and employees, and any of them (the "Library Affiliates ") harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable attorneys' fees) arising in connection with any and all third party claims arising directly or indirectly out of (a) injuries and/or damages occurring within the Village Area; (b) injuries and/or damages occurring within the Library Substation but only to the extent such injuries and /or damages are related to the Village's and /or the Village's invitees' use or activities thereof; (c) any intentional acts or negligence of the Village, its appointed and elected officials, agents, officers, directors, employees, and any of them (the "Village Affiliates "); and /or (d) any breach or default in the performance of any obligation on the Village's part to be performed under this Agreement. This indemnity shall not include the intentional or negligent acts or omissions of the Library Affiliates. This indemnify shall survive termination of this Agreement as to claims arising out of events that occur prior to termination of the Agreement. 2. Indemnification by the Library. The Library shall defend, protect, indemnify, and hold the Village Affiliates harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable attorneys' fees) arising in connection with any and all third party claims arising directly or indirectly out of (a) injuries and /or damages occurring within the Library Substation; (b) injuries and/or damages occurring within the Village Area but only to the extent such injuries or damages are related to the Library's and /or the Library's invitees' use or activities thereof; (c) any intentional acts or negligence of the Library Affiliates; or (d) any breach or default in the performance of any obligation on the Library's part to be performed under this Agreement. This indemnity shall not include the intentional or negligent acts or omissions of the Village Affiliates. This indemnify shall survive termination of this Agreement as to claims arising out of events that occur prior to termination of the Agreement. L. Non - liability. Notwithstanding anything to the contrary in Section K, to the extent permitted by Illinois law, unless caused by the negligence or willful misconduct of a Party, neither Party shall be liable to the other Party for: (i) any damage or injury occasioned by the failure of either Party to keep any part of the Premises in repair; (ii) any damage or injury done or occasioned by snow, wind, excessive heat or cold, broken glass, sprinkling, heating, ventilating or air conditioning systems, devices or equipment, flooding, or by or from any defect of plumbing, electric wiring or of insulation thereof, gas pipes, water pipes or steam pipes, or from broken stairs, porches, railings or walks, or from the backing up of any sewer pipe or down - spout, or from the bursting, leaking or running of any tank, tub, washstand, water closet or waste pipe, drain, or any other pipe or tank in, upon or about the Premises of which they are a part nor from the escape of steam or hot water from any radiator; (iii) any damage or injury occasioned by water, snow or ice being upon or coming through the roof, skylight, trap -door, stairs, walks or any other place upon or near the Premises, or otherwise; or (iv) any such damage or injury done or occasioned by the falling of any fixture, plaster or stucco; all claims for any such damage or injury being hereby expressly waived by each Party, except as provided herein. In the event of the negligence or willful misconduct of only one (1) party (the "Responsible Party "), the other Party shall not be liable to the Responsible Party for the damages aforesaid. M. Notice. All notices required to be provided under this Agreement shall be in writing and served either (1) personally during regular business hours; or (2) by registered or certified mail, return receipt requested, property addressed with postage prepaid and deposited in the United States mail. Notices served personally shall be effective upon receipt and notices served by mail shall be effective upon receipt as verified by the United States Postal Service. All notices shall be addressed as follows: 1. The Village: 2. The Mount Prospect Library Michael Janonis Marilyn Genther Village Manager Executive Director Village of Mount Prospect Mount Prospect Public Library 50 South Emerson Street 10 South Emerson Street Mount Prospect, IL 60056 Mount Prospect, IL 60056 (847) 392 -6000 (847) 253 -5675 With a copy to: With a copy to: Everette M. Hill, Jr. Lawrence Summers Village Attorney Vedder Price 20 N. Wacker Drive, Suite 1660 222 N. La Salle Chicago, IL 60606 Chicago IL 60601 -1003 (312) 984 -6420 (312) 609 -7750 N. All covenants, promises, representations and agreements herein contained shall be binding upon, apply and inure to the benefit of the Village and the Library and their respective heirs, legal representatives, successors and assigns. O. Waivers. The rights and remedies hereby created are cumulative and the use of one remedy shall not be taken to exclude or waive the right to the use of another. No waiver by the Village or the Library of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by the Library or the Village of the same or any other provision. A party's consent to or approval of any act shall not be deemed to render unnecessary obtaining such party's consent to or approval of any subsequent act. No waiver shall be effective unless it is in writing, executed on behalf of the Village or the Library by the person to whom notices are to be addressed. P. Brokers. The Village and the Library each represent to the other that they have not dealt, directly or indirectly, in connection with the leasing of the Premises, with any other broker or person entitled to claim a commission or leasing fees. In no event may this Agreement be construed to create any express or implied obligation on the part of the Library to perform this Agreement on behalf of any broker (or any person claiming a commission or leasing fee) as primary obligee or as a third party beneficiary. The Village and the Library each shall indemnify and hold each other harmless from any loss, liability, damage, or expense (including without limitation reasonable attorneys' fees) arising from any claim for a commission or leasing fee arising out this transaction made by any unidentified broker or other person with whom such party has dealt. Q. Entire Agreement. The provisions set forth herein constitute the entire agreement of the Parties regarding the matters addressed in the Agreement, and supersede any prior agreements or representations, as it is the intent of the Parties to provide for complete integration within the terms of this Agreement. No provision may be changed or modified unless such change or modification is in writing and duly approved by the Parties. R. Invalidity of Agreement. If any provision of this Agreement is found to be illegal, invalid or void, the remaining provisions shall not be impaired and the Agreement shall, to the extent reasonably practicable, be interpreted to give effect to the Parties' intent. S. Choice of Law. This Agreement shall be governed by the laws of the State of Illinois. The Circuit Court of Cook County, Illinois, shall have jurisdiction over any disputes arising under this Agreement, and each of the Parties hereby consents to such Court's exercise of jurisdiction. T. Assignment. Neither Party shall have the right to assign any rights or obligations under this Agreement without the prior written approval of the other Party. U. Benefit of Contracting Parties. This Agreement is entered into solely for the benefit of the contracting Parties, and nothing in this Agreement is intended, either expressly or impliedly, to provide any right or benefit of any kind whatsoever to any person or entity, who is not a party to this Agreement, or to acknowledge, establish or impose any legal duty to any third party. Nothing in this Agreement shall be construed as an express and /or implied waiver of any common law and/or statutory immunities and /or privileges of the Library and /or the Village, and /or any of their respective officials, officers and /or employees. V. Counterparts. This Agreement may be executed in counterparts, any of which shall be deemed an original. W. Authority to Execute. Execution of this Agreement by the Village is authorized by an ordinance passed by the President and Board of Trustees of the Village on 200_. Execution of this Agreement by the Library is authorized by a resolution passed by the Board of the Mount Prospect Library on , 200_. The Parties represent and warrant to each other that they have the authority to enter into this Agreement and perform their obligations hereunder. X. Titles. The headings and titles of this Agreement are for convenience only and shall not influence the construction or interpretation of this Agreement. Y. Third Parties. Nothing contained in this Agreement, nor any act of the Village or the Library shall be deemed or construed by any of the Parties hereto or by third persons, to create any relationship of third party beneficiary, principal, agent, limited or general partnership, joint venture or any association or relationship involving the Village and the Library, except as set forth in this Agreement. Z. Exhibits. True and correct copies of the attached Exhibits are made a part of this Agreement and are identified as follows: ■ Exhibit A: Community Partner Use Policy ■ Exhibit B: Approved Floorplan ■ Exhibit C: Cost Sharing Agreement ■ Exhibit D: Technical Support Responsibilities Agreement AA. Effective Date; Extension of Lease; Authority to Extend Lease or Otherwise Agree. This Agreement shall be effective upon the date last executed by the Parties. The Lease shall not be extended beyond its third year without the written agreement of the Parties. The Village Manager and the Library's Executive Director shall have authority to approve extensions of the Lease, and to agree as provided in Sections B(3)(g), C(1)(a), C(1)(b), C(2)(a), C(3), C(4), D, H, and T. The Agreement shall terminate upon termination of the Lease, except that the Parties shall remain liable for any claims that might arise under the Lease, including adjustments for payment of CAM, taxes, insurance required under the Lease in the same proportions set forth therein. In addition, Section K, "Indemnification and Hold Harmless Provision ", and Section L, "Non- Liability ", shall survive termination. BB. Termination of Lease due to Breach of Party: In the event that an act or omission of either Party (but not both Parties) results in the Landlord's termination of the Lease due to a breach of the Lease, the breaching Party shall be responsible to pay any resulting obligations under the Lease, including rent due for the remainder of the term of the Lease, if any. CC. Termination of Agreement due to Default of Party. In the event of any material breach of this Agreement by either Party, the breaching Party (the "Breaching Party ") shall upon written notice from the other Party (the "Non- Breaching Party ") proceed promptly to cure or remedy such breach within sixty (60) days after receipt of such notice; provided, however, that in the event such breach is incapable of being cured within sixty (60) day period and the breaching Party commences to cure within said sixty (60) day period and proceeds to cure with due diligence, such Party shall not be deemed to be in default under this Agreement. In case such action is not taken or not diligently pursued or the breach shall not be cured or remedied within the above time, the Non - Breaching Party may terminate this Agreement or institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such breach including but not limited to proceedings to compel specific performance by the Breaching Party of its obligations. The rights of the Parties to this Agreement, whether provided by law or this Agreement, shall be cumulative and the exercise by either Party of any one or more of such remedies shall not preclude the exercise by it of any one or more of such remedies in relation to the same breach by the other Party. No waiver made by either Party with respect to any specific breach by the other Party under this Agreement shall be construed as a waiver of rights with respect to any other breach by that Party under this Agreement or with respect to the particular default except to the extent specifically waived in writing. Notwithstanding anything contained herein to the contrary, all monetary damages resulting from a breach of this Agreement shall be limited to the non - defaulting Party's actual out of pocket costs and expenses resulting from such breach along with all costs and expenses, including reasonable attorneys' fees, incurred by the Non - Breaching Party in enforcing this Agreement. In the event of any litigation between the Parties hereto resulting from a breach of this Agreement, the prevailing Party in such litigation, as determined by final judgment, shall be entitled to an award of its attorneys' fees and costs incurred in such litigation. IN WITNE'5.W HEREOF, the parties have entered into this Agreement as of the /7 2009. of «6 2009. VILLAGE OF MOUNT PRO ECT MOUNT PROSPECT PUBLIC LIBRARY RESOLUTION NO. A RESOLUTION APPROVING THE FIRST AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND MOUNT PROSPECT PUBLIC LIBRARY FOR A NEIGHBORHOOD RESOURCE CENTER (KNOWN AS THE COMMUNITY CONNECTIONS CENTER) WHEREAS, on February 17, 2009, the Village of Mount Prospect, an Illinois Home Rule Municipal Corporation and the Mount Prospect Public Library, an Illinois Village Public Library entered into the Intergovernmental Agreement between the Village of Mount Prospect and the Mount Prospect Public Library for a Neighborhood Resource Center (the "Agreement ") to cooperatively fund and operate a Neighborhood Resource Center now (Known as the Community Connections Center) located at 1709 -1711 West Algonquin Road, Mount Prospect, Illinois; and WHEREAS, the Village of Mount Prospect and the Mount Prospect Public Library have since agreed to expand the Community Connections Center through the Village's lease of additional property attached to the Premises, to wit: 1713 West Algonquin Road, Mount Prospect, Illinois such that the Community Connections Center will include the property located at 1709 -1713 West Algonquin Road, Mount Prospect, Illinois: and WHEREAS, the Village of Mount Prospect President and the Board of Trustees find that it is in the best interests of the residents of the Village of Mount Prospect to enter into the First Amendment to the Intergovernmental Agreement Between the Village of Mount Prospect and Mount Prospect Public Library for a Neighborhood Resource Center (Known as the Community Connections Center), a copy of which is attached to and made a part of this Resolution as Exhibit "A," which First Amendment reflects the expansion of the Community Connections Center and otherwise clarifies the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION 1 : That the Intergovernmental Agreement between the Village of Mount Prospect and the Mount Prospect Public Library for the funding and operation of a Neighborhood Resource Center is hereby amended as set forth in the First Amendment to the Intergovernmental Agreement Between the Village of Mount Prospect and Mount Prospect Public Library for a Neighborhood Resource Center (Known as the Community Connections Center), attached as Exhibit "A ". SECTION 2 : That the Village President and Village Clerk are hereby authorized and directed to execute the First Amendment to the Intergovernmental Agreement Between the Village of Mount Prospect and the Mount Prospect Public Library for a Neighborhood Resource Center (Known as the Community Connections Center). SECTION 3 : 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: 247974_1 PASSED and APPROVED this 1S day of May, 2012. Irvana K. Wilks Mayor ATTEST: M. Lisa Angell Village Clerk 247974_1 X I Village ®f Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORA NDUM DATE: APRIL 23, 2012 SUBJECT: CONTRACT FOR SERVICES TO ASSIST IN AGGREGATION PROCESS The residents recently approved a referendum question allowir aggregate Village electrical use to determine whether the Village could obtain a better community electrical rate than the existing ComEd rate. In order to put the Village in the most favorable position in obtaining competitive electrical rates the bid packages need to be received and evaluated in earl® summer so the residents can take advantage of favorable rates during the higher usage times during the summer cooling season. The process to complete this project is a short timeframe and has numerous complications mandated by law. in order to achieve the implementation goal staff is recommending the use of a consultant to assist in this process. Northern Illinois Electric Collaborative (NIMEC) has been providing electric aggregation assistance to municipalities for the past several years. Attached is a contract for services to assist staff in the aggregation process. The terms include a charge of $0.025 per kWh of electricity aggregated to another supplier. Even with this agreement in place the Village is not obligated to accept an alternative supplier once the responses to the REP are processed. Staff recommends Village Board approval of a contract for service with NIMEC to assist in the electrical aggregation process in an amount not to exceed $0.025 per kWh. The term would be concurrent with the term of any aggregation contract. , N:\VILM \COMED\Aggregation \VB Cover Memo NIMEC Contract Approval.docx AGREEMENT FOR CONSULTING SERVICES REGARDING THE AGGREGATION OF ELECTRICITY PROGRAM THIS AGREEMENT entered into as , 2012 by and between Northern Illinois Municipal Electric Collaborative, 417 Cherry Creek Lane, Suite 250, Prospect Heights, Illinois 60070 ( "NIMEC ") and the Village of Mount Prospect, Illinois ( "Village ") WHEREAS, on December 6, 2011, the Village Board of Trustees adopted Ordinance No. 5886 providing for the Submission to the Electors of the Village of Mount Prospect, Illinois, Cook County, Illinois the Question Whether the Village Should Have the Authority under Public Act 096 -0176 to Arrange for the Supply of Electricity for Its Residential and Small Commercial Retail Customers Who Do Not Opt Out of Such A Program; and WHEREAS, the General Primary Election was held on Tuesday, March 20, 2012, with the following binding public question submitted to the voters of the Village of Mount Prospect, Illinois, Cook County, Illinois; proposition regarding program for Aggregation of Electricity. Shall the Village of Mount Prospect have the authority to arrange for the supply of electricity for its residential and small commercial retail customers who do not opt out of such a program? WHEREAS, the voters of the Village of Mount Prospect approved the proposition by a vote of 3,448 (yes) and 2,432 (no); and WHEREAS, the President and Village Board of Trustees has determined that it would be in the best interests of the Village to obtain a consultant to assist the Village in implementing the program; and WHEREAS, NIMEC is experienced in providing consulting services to municipalities in arranging for the supply of electricity and, for the past several years, has assisted municipalities in purchasing electricity for its water and sanitary sewer system. NOW, THREFORE, the parties hereto agree as follows: ASSISTANCE IN ARRANGING FOR THE SUPPLY OF ELECTRICITY (a) The Village agrees to use NIMEC as its exclusive consultant in arranging for the supply of electricity for the duration of the initial contract of the aggregation program under the terms and conditions set forth herein. (b) NIMEC shall provide the Village with a list of potential suppliers and assist the Village in preparing a Request for Proposals from qualified suppliers capable of providing electricity to meet the needs of residential and small commercial retail customers within the Village who do not opt out of the program. (c) Upon the Village receiving responses to its Request for Proposals, NIMEC shall assist the Village in reviewing and evaluating the price and other terms and conditions in each proposal and the qualifications, including capacity and reliability, of each of the suppliers with the aim of obtaining the best price and most favorable terms and conditions for electricity supplied to residential and small commercial retail customers within the Village who do not opt out of the program. (d) NMEC shall investigate and advise the Village as to the potential for aggregating electricity supply with other municipalities and counties to leverage purchasing power, if there is an advantage to doing so. 1A (e) Upon the Village selecting an electricity supplier, NIMEC shall assist the Village in negotiating the proposed contract. (f) In the event that the Village has not accepted a proposal from any of said suppliers and entered into a contract with such supplier within one hundred and twenty (120) days after said proposition is approved by the voters and all other legal prerequisites are met, such as ComEd publishing its rates, the Village may at any time thereafter terminate this Agreement by giving NIMEC a 5 -day written notice thereof without any financial or other obligation to NIMEC and seek a supplier from other sources. 3. ASSISTANCE IN PROVIDING INFORMATION TO RESIDENTIAL AND SMALL COMMERCIAL RETAIL CUSTOMERS. (a) NIMEC may assist the Village in providing information to residential and small commercial retail customers within the Village. (b) Also, NB4EC shall also provide the following services as requested by the Village. (1) Train Village Staff to receive calls from residential and small commercial retail customers and assist in responding thereto. (2) Preparation and /or review of an Opt Out letter in conjunction with Supplier and securing a high level of readership thereof. (3) Work with the Supplier and ComEd to identify and make contact with "missing" customers who did not receive the Opt Out letter. (4) Manage data flow from Supplier to ComEd and vice versa to ensure that data is in required format. (5) Sort the ComEd data to ensure that customer classes are not included or excluded unless appropriate to do so. (6) Provide template document for Plan of Operation and Governance and assist in malting any revisions thereto. (7) Lead public meetings as needed (no less than two). (8) Monitor the Program for the duration of the initial contract. (9) Perform such other duties and responsibilities as may be reasonably requested by the Village Manager and /or the Assistant Village Manager. 4. CONFIDENTIALITY. The Parties acknowledge that certain customer information obtained from ComEd and /or the Supplier must be held in confidence in accordance with legal requirements and each of the Parties agree to fully comply with all of its legal obligations regarding confidential customer information. CONFORMITY WITH LEGAL REQUIREMENTS. Each of the Parties agree to fully comply with all rules, regulations, directives and policies regarding the Aggregation of Electricity Program when and if adopted and /or issued by the Illinois Commerce Commission, the Illinois Attorney General's Office and /or any other governmental agency or authority. Also, the Parties agree to amend or otherwise modify this Agreement to conform to such rules, regulations, directives or policies to the extent that it may be necessary to do so. 6. NIMEC' S COMPENSATION. For all of the services provided hereunder, NEWEC's only compensation shall be its receipt of a fee from the supplier with whom the Village enters into a contract at the rate of 0.025¢ /kWh for the term of the first contract. 2 7. TERM. The term of this Agreement shall coincide with any alternative electrical supply contract period. 8. TERMINATION. Either Party may terminate this Agreement upon giving the other Party a 10 -day written notice thereof if the other Party is in breach of any term, condition or provision of this Agreement, provided that the Party in breach shall be allowed to cure said breach within said 10 -day period. 9. NOTICES. All requests, notices, demands, authorizations, directions, consents, waivers or other documents required by this Agreement shall be in writing and shall be delivered in person to, or shall be mailed by certified or registered mail, postage prepaid, addressed as follows: If to NIMEC: David Hoover Northern Illinois Municipal Electric Collaborative 427 Cherry Lane Suite 250 Prospect Heights, Illinois 60070 If to Village: Michael E. Janonis Village Manager Village of Mount Prospect 50 South Emerson Street Mount Prospect, Illinois 60056 11. APPLICABLE LAWS. This Agreement shall be governed by the laws of the State of Illinois. In any legal action relating to this Agreement, venue shall lie in the Circuit Court of County, Illinois. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the aforesaid date at County, Illinois. 5 VILLAGE OF MOUNT PROSPECT, ILLINOIS By: As Its President ATTEST: Village Clerk Date: NORTHERN ILLINOIS MUNICIPAL ELECTRIC COLLABORATIVE I. As Its Executive Director Date: Cel RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT FOR CONSULTING SERVICES REGARDING THE AGGREGATION OF ELECTRICITY PROGRAM BETWEEN THE VILLAGE OF MOUNT PROSPECT AND NORTHERN ILLINOIS ELECTRIC COLLABORATIVE (NIMEC) WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have determined it is in the best interests of the Village to enter into a Consulting Services Agreement ( "Agreement ") with Northern Illinois Electric Collaborative to assist the Village of Mount Prospect in the electrical aggregation process; and WHEREAS, the Agreement provides that the Village of Mount Prospect and Northern Illinois Electric Collaborative agree to the consulting services for the aggregation of electricity program, as set forth in the Agreement, a copy of which is attached to and made a part of this Resolution as Exhibit "A." NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Village President and Village Clerk are hereby authorized and directed to execute the Agreement between the Village of Mount Prospect and Northern Illinois Municipal Electric for Consulting Services Regarding the Aggregation of Electricity Program; attached 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. AYES: NAYS: ABSENT: PASSED and APPROVED this day of May, 2012. Irvana K. Wilks Mayor M. Lisa Angell Village Clerk H: \CLKO \WIN \RESOLUTION\Authorize NIMECelectricityaggregationmay2012doc