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Resolution 2018-25 Resolution No. 2018- 6 A RESOLUTION OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH THE VILLAGE OF OSWEGO,KENDALL AND WILL COUNTIES,ILLINOIS FOR THE SHARING OF GOVERNMENTAL AFFAIRS SERVICES WHEREAS, the United City of Yorkville, Kendall County, Illinois ("City") and the Village of Oswego, Kendall and Will Counties, Illinois (the "Village") are duly organized and validly existing units of local government created in accordance with the Constitution of the State of Illinois of 1970 and the laws of this State; and, WHEREAS, Article VII, Section 10 of the Constitution of the State of Illinois of 1970 provides that units of local government may 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 or by ordinance and may use their revenues and other resources to pay costs related to intergovernmental activities; and, WHEREAS, the City and the Village require governmental affairs services ("Lobbying Services") to support legislative issues on behalf of and for the benefit of the City and Village; and, WHEREAS, the Village entered into an engagement letter with Fletcher, O'Brien, Kasper &Nottage, P.C. of Chicago, Illinois dated November 2, 2018, attached hereto as Exhibit A,to provide lobbying services; and, WHEREAS, the City and Village have discussed and come to an agreement for the sharing of such lobbying services obtained by the Village and have described that agreement in an intergovernmental agreement attached hereto and approved by this Resolution. NOW,THEREFORE,BE IT RESOLVED, by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. That the INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF OSWEGO AND THE UNITED CITY OF YORKVILLE for the sharing of governmental affairs services between the Village of Oswego, Kendall and Will Counties, Illinois and the United City of Yorkville, Kendall County, Illinois, attached hereto and made a part hereof as Exhibit B, is hereby approved and the Village Administrator is hereby authorized to execute and deliver said Agreement on behalf of the United City of Yorkville. Resolution No.2018-+� Page 1 Section 2. This Resolution shall be in full force and effect from and after its passage and approval as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of �'!l , 2018. CITY CLERK L � CARLO COLOSIMO KEN KOCH JACKIE MILSCHEWSKI ARDEN JOE PLOCHER CHRIS FUNKHOUSER JOEL FRIEDERSTI SEAVER TARULIS JASON PETERSON Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this 7 day of tj0VEii 8EP .12018. MAYO Attt: Ci Cler Resolution No.2018-ol Page 2 INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF OSWEGO AND THE UNITED CITY OF YORKVILLE This INTERGOVERNMENTAL AGREEMENT(the "Agreement") is made and entered into as of the effective date provided in Section 15 of this Agreement,by and between the VILLAGE OF OSWEGO, an Illinois municipal corporation(hereafter referred to as"Oswego"), and the UNITED CITY OF YORKVILLE, an Illinois municipal corporation(hereafter referred to as"Yorkville") (collectively, "the Parties"). WITNESSETH: WHEREAS,the provisions of Article VII, Section 10 of the 1970 Illinois Constitution and the provisions of the Intergovernmental Cooperation Act(5 ILCS 220/1 et seq.) authorize and encourage intergovernmental cooperation; and WHEREAS,the Parties desire to retain the firm of Fletcher, O'Brien,Kasper& Nottage, P.C. ("FOKN")to perform governmental affairs services on behalf of the Parties to represent their common interests. NOW, THEREFORE, in consideration of the promises,covenants,terms and conditions set forth in this Agreement,the Parties hereby agree as follows: 1. Governmental Affairs Services Contract. Oswego will enter into a contract with FOKN for purposes of FOKN providing governmental affairs services on behalf of the common interests of the Parties. 2. Cost-Shariniz. The Parties agree that they will equally share the cost of all services rendered by FOKN, and each party will be responsible for paying one-half of FOKN's monthly fee. Each month, Oswego will provide Yorkville with a copy of the FOKN invoice. Yorkville will remit payment to Oswego within 30 days of receiving a copy of the invoice. 3. Term and Termination. This Agreement shall commence on the date set forth in Paragraph 15 and shall continue in full force and effect until terminated. Either party may terminate this Agreement at any time by providing the other party with at least one (1)day prior written notice of such termination. In addition,the parties may terminate this Agreement by written mutual consent and agreement. Each party will be responsible for payment of their share of fees accrued prior to termination. 4. Notices. All notices concerning this Agreement shall be in writing and addressed to the other party as follows: If to Oswego: Village of Oswego Attn: Village Administrator 100 Parkers Mill 1 Oswego,Illinois 60543 If to Yorkville: United City of Yorkville Attn: City Administrator 800 Game Farm Road Yorkville, IL 60560 Unless otherwise provided herein, notices shall be hand delivered, or sent by registered or certified U.S. mail postage prepaid,by commercial overnight delivery service, or transmitted by facsimile. Notices shall be deemed served or delivered to the addressee or its office when received at the address for notice specified above when hand delivered, upon confirmation of sending when sent by facsimile, on the day after being sent when sent by overnight delivery service, and on the second business day after deposit in the mail when sent by U.S.mail. A party may change its designated recipient or address for notification purposes by giving the other parties written notice of the new designated recipient or address. 5. Time of Essence. Time is of the essence and all provisions of this Agreement herein relating thereto shall be strictly construed. 6. Preambles and Exhibits. The preambles and exhibits to this Agreement are hereby incorporated as if set forth fully herein. 7. Captions. The captions of this Agreement are for convenience only and are not to be construed as part of the Agreement and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof. 8. Entire Agreement. This Agreement sets forth all of the covenants, conditions and promises between the parties, represents the entire agreement between the parties, and supercedes all previous communications or understandings whether oral or written. 9. Amendments Must be in Writinia. The covenants,terms or conditions of this Agreement to be kept and performed by either party, shall not be altered,waived, modified or abandoned except by a written instrument, duly signed, acknowledged and delivered by authorized representatives of the Parties. 10. Severability. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable,the remaining terms and provisions of this Agreement shall not be affected thereby,but each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 11. No Assignment and Successors. No party may assign any rights or duties under this Agreement without the prior written consent of the other parties. This Agreement shall be binding upon the successors of the Parties' respective governing boards. 2 12. Governing Law. This Agreement shall be construed and governed by the laws of the State of Illinois. 13. Compliance with Laws. The Parties shall at all times observe and comply with the laws, ordinances,regulations and codes of the Federal, State, County and other local government agencies which may in any manner affect the performance of this Agreement. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but together shall constitute one and the same Agreement. 15. Effective Date. This Agreement shall be deemed dated and become effective on the date the last of the Parties sign, as set forth below,the signature of their duly authorized representative. IN WITNESS WHEREOF, authorized representatives of Oswego and Yorkville have executed this Agreement: VILLAGE OF OSWEGO UNITED qTY OF Y RKVILLE By: By: Title: Title: wy � Date: &L Zzg Date: I I/,�7�/g 3 Fletcher, O'Brien, Kasper & Nottage, P.C. Government and Public Affairs Consulting James L.Fletcher 222 Merchandise Mart Plaza Michael J.Kasper Post Office Box 3590 Courtney C.Nottage Chicago,Illinois 60654-3590 Attorneys/Consultants 312.704.3297 www.fokn.com David M.Dring Government/Public Affairs Consultant Timothy J.O'Brien (Retired) November 2, 2018 VIA EMAIL: ddisanto@oswegoil.org Mr. Daniel Di Santo Village Administrator Village of Oswego 100 Parkers Mill Oswego, Illinois 60543 Dear Mr. Di Santo: I hereby propose this engagement letter and retainer agreement between Fletcher, O'Brien, Kasper&Nottage,P.C. ("FOKN")and Village of Oswego("Village").FOKN proposes and,upon the acceptance by the Village of this proposal,agrees to provide the Village,with lobbying services ("services") as described herein. Term: This Agreement will commence on December 1, 2018 and continue until November 30, 2019. Scope of Services: FOKN shall lobby, as defined in the Illinois Lobbyist Registration Act (25 ILCS 170/2(e)), legislative issues on behalf of the Village. Compensation: For these services, the Village, shall pay FOKN a monthly retainer fee of$7,000 per month. The first installment for December 2018 will be payable upon execution of the Agreement, followed by monthly installments beginning January 1, 2019. FOKN shall invoice the Village separately for each installment on the first day of each month. FOKN shall not bill the Village fbr expenses incurred in the ordinary course of business, such as telephone, facsimile, overnight delivery or photocopying. FOKN shall not bill the Village for travel expenses incurred within the State of Illinois. However, the Village, will reimburse FOKN for reasonable out-of-state travel costs made at the Village's request. Chicago • Springfield Fletcher, O'Brien, Kasper & Nottage, P.C. Mr. Daniel Di Santo November 2, 2018 Page 2of2 Termination of Agreement: Either party may terminate this Agreement for any reason at any time upon one (1) day written notice. Upon termination, the Village shall pay a pro-rata share of any outstanding fees to FOKN as of the time of termination. If this agreement is satisfactory,please sign,date and return an original to me. If you have any questions,please do not hesitate to call. Sincerely, /4 Michael J. Kasper Retainer Agreement Accepted: By: illage of Oswe Title: l leklt� Date: