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R-28-12 Res IGA Electric Aggregation GroupINTERGOVERNMENTAL AGREEMENT BETWEEN MUNICIPALITIES OF THE WILL COUNTY ELECTRIC AGGREGATION GROUP AND THE VILLAGE OF LEMONT This Intergovernmental Agreement made and entered into as of the day of , 2012 by and between the MUNICIPALITIES OF THE WILL COUNTY ELECTRIC AGGREGATION GROUP and the VILLAGE OF LEMONT. Preamble WHEREAS, the VILLAGE OF LEMONT (the "Village ") MUNICIPALITIES OF THE WILL COUNTY ELECTRIC AGGREGATION GROUP (the "Will Electric Aggregation Group ") are units of local government within the meaning of Article VII, Section 1, of the Constitution of the State of Illinois of 1970 and public agencies as that term is used in Section 2 of the Intergovernmental Cooperation Act, 5 ILCS 220/2; and WHEREAS, the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., provides that any power or powers, privileges, or authority exercised or which may be exercised by a public agency of this State may be exercised and enjoyed jointly with any other public agency of this State; and WHEREAS, the Illinois Power Agency Act, Chapter 20, Illinois Compiled Statutes, Act 3855, added Section 1 -92 entitled Aggregation of Electrical Load by Municipalities and Counties; and, WHEREAS, the corporate authorities hereby find that it is in the best interest of the Village to operate the aggregation program under the Act as an opt -out program and to implement the program according to the terms of the Act; and, WHEREAS, the corporate authority further finds it in the best interest of the Village to be a part of the Will County Electrical Aggregation Group, recognizing the pooling of resources and personnel enhances the ability to solicit bids with a much larger electric need and reduces the cost associated with the implementation of an electric aggregation program; and, WHEREAS, in the opinion of the Parties, the best interests of the residents, the Village and the Will Electric Aggregation Group will be enhanced by entering into this Intergovernmental Agreement. NOW, THEREFORE, BE IT RESOLVED by the Village President and Board Trustees of the Village of Lemont as follows: SECTION ONE: The Village Board finds that it is necessary, convenient and in the interest of the Village to enter into an Intergovernmental Agreement with the Will County Electric Aggregation Group to facilitate the solicitation of bids and assist in the implementation of the Village's electric aggregation program. SECTION TWO: The Mayor and /or Village Administrator are authorized to execute such Intergovernmental Agreement in the form satisfactory to the Village Administrator and Village Attorney; to make minor changes to the document prior to execution which do not materially increase the Village's obligations; and to take any other steps necessary to carry out this resolution. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DUPAGE, ILLINOIS on this day of , 2012. Debby Blatzer Paul Chialdikas Clifford Miklos Ron Stapleton Rick Sniegowski Jeanette Virgilio ATTEST: PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN l/* v CHARLENE M. SMOLLEN Village Clerk 2 BRIAN K. REAVES President MJS Draft 02/03/12 INTERGOVERNMENTAL AGREEMENT This Agreement made and entered into this day of , 2012, and executed by and between the undersigned Individual Members of the Will Electric Aggregation Group (hereinafter collectively called the "Will Electric Aggregation Group "). WHEREAS, Article 7, Section 10 of the Constitution of Iltiaois 1970, authorizes units of local government to contract among themselves to o..,bin or share services and to exercise, combine or transfer any power or function in ay:Zrnanner not prohibited by law; and WHEREAS, pursuant to 20 ILCS 385511- 92ggregation o' municipalities and counties, the corporate authQ 'es of a municipali of a county may adopt an ordinance under w t may aggregate resi commercial retail electrical loads; and ctrical Toad by ,.county board ti,.al and small WHEREAS, the corporate authorities of aiality or county board may solicit bids, also known as Requests r.Proposals'o Ps, from Alternative Retail Electric Suppliers, and enter into se ; i grrements i acilitate those loads for the sale and purchase of electricity and r *fated'serces and`euipment, and may also exercise such authority jointly; and WHEREAS, t Group recognize t solicit bids for elee costs associated wi mutit 4i" W THE s� venants R an d uncle' ndeged Individual r ersi d Indio i a' l embers 61 the Will Electric Aggregation e pooling;Ff resour;s and personnel enhances the ability to with a eh larger et._tric need and reduces the administrative i n:% l.s.e Ci impI re Lion ,of as )ectrical aggregation program. onsideration of the terms herein set forth and the ;of the parties hereto; it is hereby agreed by the ;;the Will Electric Aggregation Group as follows: SECTION 1 i l' rporat . The recitals g i ed in the Preamble set forth above are incorporated herein by :k�.ik `t'tiby .rs�..: reference as if fully�'orth and repeated herein. SECTION 2. Definitions. The following words, terms and phrases, when used in this Inter - Governmental Agreement, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Prepared by: Martin J. Shanahan Spesia & Ayers 1415 Blade Road Joliet, Illinois 60435 (815) 726-4311 1 MJS Draft 02/03/12 individual Members of the Will Electric Aggregation Group: Each individual municipality, village, city, and /or county who signs this Agreement and agrees to its terms. Will County Govemmental League: A not - for - profit intergovernmental organization providing technical assistance and services, as well as providing a forum for municipalities to discuss and resolve regional issues of mutual concern. Will Electric Aggregation Group: All Individual Member Aggregation Group are collectively referred to as the Group. SECTION 2. Purpose. The Will Electric Aggregation Group wistas =`to aggregate residential and small commercial retail electrical loads and solicitrbi #s`'and enter into service agreements with Alternative Retail Electric Suppliers to facilitate °ythose loads: <.for the sale and=purchase of electricity and related services and equipment ase±iount. It is imperative for the bidding process that Alternate Retail. Electric Supp• it submitting bids to the Will Electric Aggregation Group know the. au l er of house .ids within the Will Electric Aggregation Group, as it is presuppose ernate Retail Electric Suppliers will bid based on the number of households. F rthermor ,rylndivid a Members of the Will Electric Aggregation Grou.p,,understand and rep i e that the bids for electric aggregation are for the iIt Electric Aggre att 'Group'as a whole, and bids will be accepted by the Wilt lectric Aggregation Group as a whole. <<the Will Electric `Electric Aggregation SECTION 3. Require %tents Th =t d' r dual Me t; rs of the Wf1i£Electric Aggregation Group, prior to passage of the r ei ndum" agree .._....._ uiremeats of 20 ILCS 3855/1 -92. ass an Ordnance to place the question of electric aggregation as an opt - roram= n the ballot. • Publi'n'otice for a referendum for aggregation of electrical load. • Place the question for aggregation of electrical load to its residents on a referendum at the next election as an opt -out program. • initiate a process to authorize a joint program of aggregation by a majority vote of each particular municipality or county. Prepared by: Martin J. Shanahan Spesia & Ayers 1415 Black Road Joliet, Illinois 60435 (815) 7264311 2 MJS Draft 02/03/12 The Individual Members of the Will Electric Aggregation Group, after passage of the referendum, agree to: • Follow the requirements of 20 ILCS 3855/1 -92. • Develop a (draft) plan of operation and governance for the aggregation program. • Publish notice of the public hearings on a plan 9,10 peration and governance once a week for 2 consecutive wsee" in a newspaper of general circulation in the jurisdiction; the no#r = shall summarize the plan and state the date, time, and location of each hea • Hold at least two public hearings oapian of operatioriand governance. • Adopt an ordinance with respell o aggregation of residentialfand small commercial retail electric loads. • Adopt an ordinance wi 1 -respect to a p of operation and governance. • Authorize a representative #o a' It � ®t a bid a'r denter into a service agreement with an Alternative Retail:" iectric Supplier to facilitate those loads for t and purchase of electri ity and related services and equipm As it is impe ive that the ill Electri ggregation Group solicit bids for electricity and otherir ated set as..a grou :'the Individual Members of the Will Electric A gregation Gro up ree to' o c :bids or Requests For Proposals for 9 ;,; Y.. �,. *vices Vii. k���:: electricit�r r relate: services on their,bwn, or enter into service agreements with an Al )'a ive Reta Electric Supplier individually. SECTION.A. Parties. Their dividual Members of the Will Electric Aggregation Group consist of municipalitiesiages, .ies, and counties. In the event that additional agencies request to part ,,,,, n he Will - Electric Aggregation Group, their acceptance will be contingent upon aoeepfa'nce of all terms in this Agreement and execution and payment v: of all applicable fees costs. SECTION 5. Passage Of The Referendum. In order to aggregate residential and small commercial retail electrical loads and solicit bids and enter into service agreements to facilitate those Toads for the sale and purchase of electricity and related services and equipment with the Will Electric Aggregation Group, it is a prerequisite that a majority of the electors of the Individual Prepared by: 3 Martin J. Shanahan Spesia & Ayers 1415 Black Road Joliet, Illinois 60435 (815) 726 -4311 MJS Draft 02/03/12 Members of the Will Electric Aggregation Group vote in the affirmative on the electric aggregation referendum. SECTION 6. Failure Of The Referendum. For the Individual Members of the Will Electric Aggregation Group whose electors do not vote in the affirmative on the electric aggregation referendum and the referendum fails, those Members cannot aggregate residential and small commercial retail electrical Toads and solicit bids and enter into service ag, : cents to facilitate those loads for the sale and purchase of electricity and related:- services and equipment as an opt -out program with the Will Electric Aggregation, p;:and as such, will be disqualified from participating in the Will Electric Aggregation Group. The disqualified Members may operate their aggregation program asan''opt -in program for residential and small commercial retail customers. SECTION 7. Will County Governmental League. The Will County Governmental League is coordinating pp the Will Electric Aggregation Group. Therefore, eachindividual municipality, village, city, and /or county of the Will Electric Aggregation Groups ll be affiliat d with the Will County Governmental League. As coordinators °of the..Will Electl c,Aggre gat ion Group, the Will County Governmental League will assist lndiv d 'l llembersiof the Will Electric Aggregation Group: • Initiate -aprocess'tQauthorize a joint program of aggregation. Develo program„ arc, f,operatia, and governance for the aggregation Adopt an Of commercial.* ublic hearings on a plan of operation and governance. Jnance <with respect to aggregation of residential and small ail electric loads. raance with respect to a plan of operation and governance. • Comply with the requirements of 20 ILCS 3855/1 -92. • Coordinate with ComEd in gathering and organizing customer load and account data. • Prepare the load analysis and the bid format to be submitted to Alternative Retail Electric Suppliers for electric product pricing. • Evaluate existing . risk and opportunity issues relative to submitted offers. Prepared by: 4 Martin J. Shanahan Spesia & Ayers 1415 Black Road Joliet, Illinois 60435 (815) 726-4311 MJS Draft 02/03/12 As coordinators of the Will Electric Aggregation Group, the Will County Governmental League will, on behalf of Individual Members of the Will Electric Aggregation Group: • Coordinate the cooperation of the Individual Members of the Will Electric Aggregation Group. • Solicit Requests For Proposals (RFPs) and receive receix4..bids for residential and small commercial retail electrical loads. • Review and prepare analysis of indicative: pr'icing fitom Alternative Retail Electric Suppliers. • Summarize the bids from Alternative Retail Electric Supptiers,for residential and small commerce) etail electrical loads. • Coordinate the selection of an Alteri ativ Retail Electric Supplier for electric aggregation. The Will County Governmental Leagu ntracted th DaCott Energy Services, Ltd. to assist the Will County Governmental Lea ;Upon r quest, the contract between the Will County ernmentaf ague and s a vtt Energy Services, Ltd. is available for inspection;; Any t s collect d above the $300,000 cap on the DaCott Energy Services, Ltd ee will be= allocated by a majority vote of the Will Electric Aggregation Grou "i� :Y:: SECTION #` : S ection 4i 6, ;e i d , ai equestr Ele r ggregationiF those''ads for the said will be a`pted by the W Bid. r Proposals, for electric aggregation are for the Will pole. Therefore, the service agreements to facilitate base of electricity and related services and equipment `ElectricAggregation Group as a whole. It is uh tstood thie# ;due to the nature of the electric market, the time frame for acceptance of 4i done promptly, and time is of the essence. The window from receipt of the btc s-to the time of acceptance is relatively short, and as such, in all likelihood, the boards of the Individual Members of the Will Electric Aggregation Group will not have time to review the bids and vote on which bid to accept. As such, each Individual Member of the Will Electric Aggregation Group shall be authorized by its respective board to have the authority to accept a bid and select an Alternative Retail Electric Supplier. Each Individual Member of the Will Electric Aggregation Group may have more than one representative review the bids and provide input. The Will County Prepared by: 5 Martin J. Shanahan Spesia & Ayers 1415 Black Road Joliet, Illinois 60435 (815) 726 -4311 MJS Draft 02/03/12 Governmental League will coordinate the process for review and selection of an Alternative Retail Electric Supplier. In order to provide an orderly process after receipt and review of the bids, each Individual Member of the Will Electric Aggregation Group will have one vote relative to selection of an Alternative Retail Electric Supplier. Each Individual Member of the Will Electric Aggregation Group will indicate to the Will County Governmental League its voting representative. At the conclusion of bid reviews and discussion, a representative of the Will County Governmental League will initiate a meeting (at its offices, by telephone conference call, or both) take a roll -call vote, and a majority of the votes cast for an Alternative Retail Electric Supplier will be the bid accepted by the Will Electric Aggregation Group. In the event that a majority of the votes cast reject all bids, the Will Electric Aggregation Grod pwll take no action relative to selection of an Alternative Retail Electric Supplier. The rules of parliamentary practice containez n Robert's Rd 0 Qf Order shall govern the meetings relative to review and acceptance of the bids. The;. representative from the Will County Governmental League4ha11" decide all =,questions abider and shall be governed in the decisions by parliamentary =haw as co nt it ed in Robert's ules Of Order. SECTION 9. Costs /Authority. Each Individual Member of the'V1(il! Eleotli Aggregatk(n,Group assumes the ern `arids t indemn cation of said cost, liability and responsitityfor its ovun; mt <a ; .. Will Electric Aggregation` ro' ";::;,;=its individuI-tembers and the Will County Governmental Leap e: >and as to personal F enefits, all to the same extent as they are protected, insures indemnified and otherwise:; ;provided for by the Statutes of the State of Illinois and the ordinances of the participate - municipalities. SECTIOtt inationIllodification Of Agreement» is Agreement °shall Aben full force and effect between all Individual Members of ec ric Aggregation Gropwho have signed this Agreement and continue until at said contra il;; agreed to with the Alternate Retail Electric Supplier expires. t;with the Altenate Retail Electric Supplier will not exceed a term of three votes caftgject all bids, Individual Members of the Will Electric hdraw from this Agreement upon thirty (30) days written overnmental League. the' El t A such tiime h Said contract years. Or, if tke Aggregation Gp: notice to the Wilj ii It is imperative for the bidding process that Alternate Retail Electric Suppliers submitting bids to the Will Electric Aggregation Group know the number of households within the Will Electric Aggregation Group. As such, Individual Members of the Will Electric Aggregation Group may withdraw from this Agreement up to two weeks prior to the date set for soliciting bids (or Requests For Proposals) from Alternate Retail Electric Suppliers, without consequence, by written notice to the Will County Governmental League. Prepared by: Martin J. Shanahan Spesia & Ayers 1415 Black Road Joliet, Illinois 60435 (815) 726-4311 MJS Draft 02/03/12 SECTION 11. Severabilitv. The various provisions of this Agreement are severable and if any provision or part thereof is held to be unenforceable by any court of competent jurisdiction, then such enforceability shall not affect the validity or enforceability of the remaining provision of parts thereof in this Agreement. SECTION 12. Entire Agreement. This Agreement constitutes the entire Agreement a d supersedes all prior agreements and understandings, oral and written, and-may not b modified or amended except in writing signed by all Individual Members oft Electnc_Aggregation Group. SECTION 13. Governing Law. The laws of the State of Illinois, County of [I!,.w govern all disputes arising out of or relating to this Agreement. Any`dispute arisingt of or in connection with this Agreement shall be submitted to the' °extusive jurisdiction and venue of the courts located in the County of Will, and all' lidividual Members he Will Electric Aggregation Group specifically agree to be bound bythe jurisdiction andrenue thereof. SECTION 14. Exec ition nd `Counterparts This Agree ri rit may be executed in'arty number of counterparts, each of which when so execute d'atid,deiivere t ha_ all b a deemed an original, and such counterparts together shall 1 constitute Any one of such counterparts shall be sufficient purpose froving the existence and terms of this Agreement. Prepared by: Martin J. Shanahan Spesia & Ayers 1415 Black Road Joliet, Illinois 60435 (815) 726-4311 7 MJS Draft 02/03/12 IN WITNESS WHEREOF, the undersigned governmental units have caused this Agreement to be duly authorized and executed, and attached herewith is a copy of the Resolution authorizing the signing officials to execute this Agreement. The undersigned representative(s) of the Member Villages hereby agree to the above terms and conditions of this Inter - Governmental Agreement. Will County Governmental League By: Date;: Prepared by: Martin J. Shanahan Spesia & Ayers 1415 Black Road Joliet, Illinois 60435 (815) 726 -4311 8 Date: