2015-28 RESOLUTION NO. 2015 - 28
A RESOLUTION APPROVING AN
INTERGOVERNMENTAL AGREEMENT FOR THE GOVERNMENT
INFORMATION TECHNOLOGY CONSORTIUM
WHEREAS, the Village desires to participate in a consortium to develop and
share information technology services, staffing, and equipment with other municipalities in order
to operate more efficiently, reduce risk, and provide for a collaborative environment for
innovation and continuous improvement; and
WHEREAS, the Village desires to participate in the consortium, which will be
known as GovlTC ("GovITC'), as a charter member along with the Villages of Lake Bluff,
Glenview, Kenilworth, and Lincolnshire; and
WHEREAS, the GovITC members have prepared an intergovernmental
agreement to provide for the establishment and operation of GovITC, a copy of which is attached
hereto as Exhibit A ("Intergovernmental Agreement"); and
WHEREAS, the Village President and Board of Trustees have determined that it
is in the best interests of the Village to approve and authorize the execution of the Agreement
pursuant t o t he terms oft is Resolution,
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, IN COOK AND
LAKE COUNTIES, ILLINOIS, as follows:
Section 1. Recitals.
The foregoing recitals are incorporated herein as findings of the President and
Board of Trustees.
Section 2. Approval of Intergovernmental Agreement.
The Intergovernmental Agreement is hereby approved in substantially the form
attached as Exhibit A and in final form approved by the Village Attorney.
Section 3. Authorization and Execution of Inter2overnmental
Agreement.
The Village President and the Village Clerk are authorized and directed to execute
and seal, on behalf of the Village, the Intergovernmental Agreement, only after receipt by the
Village Clerk of at least one original copy of the Agreement executed by each of the other
participating municipalities.
Section 4. Effective Date.
This Resolution shall be in full force and effect from and after this Resolution's
passage and approval in the manner required by law.
PASSED this 2 IT day of September, 2015, by vote of the Board of Trustees of the Village of
Buffalo Grove, Illinois, as follows:
AYES: 6—Berman, Trilling, Stein, Ottenheimer, Weidenfeld, Johnson
NAYS: 0 - None
ABSTAIN: 0 - one
ABSENT: 0 - one
APPROVED this 21St ay of September, 2015.
V17-11age PresicQnt
ATTEST:
Village Clerk
EXHIBIT
INTERGOVERNMENTAL AGREEMENT
INTERGOVERNMENTAL AGREEMENT FOR MEMBERSHIP
IN A GOVERNMENT
INFORMATION TECHNOLOGY CONSORTIUM (GovITC)
This Intergoverranental Agreement ("Agreement") is entered into this 21 st day of
September, 2015, by and between the municipalities that have executed this Agreement
pursuant to its terms (collectively referred to as "Parties").
WITNESSETH:
WHEREAS, Section 10 of Article VII oft e Illinois Constitution of 1970 and Section
3 of the Illinois Intergovermnental Cooperation Act authorize and encourage the entering into
of Intergovernmental Agreements between units of local government;
WHEREAS, the Parties desire to enter into an Intergovernmental Agreement setting
forth the responsibilities of the Parties with regard to the operation of a consortium to
develop and share information technology services, staffi ng, and equipment; and
WHEREAS, the Parties is to establish a long-term information technology shared
service and support consortium to operate more efficiently, reduce risk, and provide for a
collaborative environment for innovation and continuous improvement,
NOW, THEREFORE, in consideration of the mutual covenants of this Agreement
and other good and valuable consideration, the Parties agree as follows:
1. General Purpose; Authority
Section 1. The general purpose of this Agreement is to establish a long-term
shared information technology service and support consortium and to establish its
goveming Board and Members.
Section 2. The Members agree to establish GovITC as an intergovernmental entity to
implement the functions, services, and responsibilities described in this Agreement.
Section 3. The GovITC consortium shall operate in accordance with the requirements of
the Illinois Open Meetings Act, 5 ILCS 12011, et seq., and the Illinois Freedom of
Information Act, 5 ILCS 140/1, et seq.
Section 4. GovITC shall comply with all applicable federal and State laws, rules, and
regulations.
Section 5. The Members agree that no one unit shall be responsible or liable, in whole or
in part, for the acts of GovITC, or the agents or contractors of GovITC, or any other
Members acting separately or in conjunction with the implementation oft e activities
of Gov ITC.
11. Construction and Definitions
Section 1. The language in the text of this Agreement shall be interpreted in
accordance with the following rules of construction:
(a) The singular number includes the plural number and the plural the singular,
(b) The word"shall" is mandatory; the word"may"is permissive; and
(c) The masculine gender includes the feminine and neuter
Section 2. When the following words and phrases are used, they shall, for the purposes
of this Agreement, have the meanings respectively ascribed to the in this Section, except
when the context otherwise indicates.
(a) "ACCOUNT" - the account or accounts established and funded by the
Members to: (1)pay the joint administrative expenses of GovITC- (2) fund
it's pro rata share of certain approved technology initiatives for GovITC; and
(3) pay any other expenditure approved byte Board and/or otherwise
authorized by the to of this Agreement.
(b) "AGREEMENT" -this Intergovernmental Agreement for Membership in a
Government Information Technology Consortium.
(c) "ANNUAL CONTRIBUTION"—the annual proportional amount paid by
each member for Shared Initiatives plus any agreed upon administration fees
such as the annual audit.
(d) "BOARD" - the Board of Directors o ovITC, consisting of one (1) Director
from each Member.
(e) "BY-LAWS"—the by-laws oft e GovITC Board, attached as Exhibit B, as
the Board may be amend from time to time.
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(f) "CHARTER MEMBER"—the founding members of the GovITC.
(g) "CHIEF ADMINISTRATIVE OFFICER" - the City or Village Manager or
Administrator for each Member.
(h) "CORPORATE AUTHORITIES" -the governing body of each Member.
(i) "FISCAL YEAR" - the twelve on period commencing on January I of a
particular year.
"FORMER MEMBER" - any Unit, which was once a Member, but has either
withdrawn from GovITC or whose status as a Member was terminated
pursuant t o t his Agreement.
(k) "FUND BALANCE" - the amount of Shared Assets exceeding liabilities at
any point in time using generally accepted accounting principles.
(1) "GOVERNMENT INFORMATION TECHNOLOGY CONSORTIUM" or
"GovITC" - the consortium created pursuant to this Agreement.
(m)"INITIAL MEMBERSHIP FEE" - the fee paid uponjoining GovITC to gain
the advantage of innovations, standardization processes and shared platforms
developed within consortium.
(n) "INTELLECTUAL PROPERTY" - any and all software, data, maps, or
related items generated by or for GovITC. Such intellectual property shall be
considered privileged and confidential trade secrets and shall constitute
valuable formulae, design and research data or which Members have given
substantial consideration.
(o) "IT" or"INFORMATION TECHNOLOGY"- infonnation technology
systems, equipment, software, equipment, and related services.
(p) "MASTER CONTRACT" - the standard contract agreement between GovITC
and a Member.
(q) "MEMBER" - a Unit is enters into this Agreement and is, at any specific
time not in default as set forth in this Agreement.
(r) "MEMBERS ATTRITION FORMULA" - the distribution of Shared Assets
based on Member original contribution amount and date and its age.
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(s) "MEMBER GUIDELINES" - the procedures established by the or to
implement operations under this Agreement.
(t) "MEMBERS RESERVE ACCOUNT" or"ACCOUNT" - the account for
holding Members Annual Contributions.
(u) "MINIMUM MEMBERSHIP CRITERIA" - the evaluation criteria used by
the Board for consideration of new Members as defined in Exhibit A.
(v) "QUORUM" - the required percentage of Directors necessary for the Board to
hold a meeting. A quorum is present when a majority(more than 50%) of the
Directors is present at a duly called meeting of the Board.
(w) "RESERVES" - the amount established through an excess of Annual
Contributions over expenses and established to reduce the volatility of IT
expenses.
(x) "SERVICE CATALOG" —the schedule of IT services and fees provided by
the Service Provider to Members and approved byte Board on an annual
(y) bt&FsRVICE PROVIDER" - any professional services fi rm(s) that GovITC
designates as the firm(s) to establish, operates, maintain ors o
Information Technology for the Members.
(z) "SECONDARY SERVICE PROVIDER" - a Service Provider not limited to a
supplier of software, hardware, or other services.
(as) "SHARED ASSETS" -the collective investments in hardware, software,
communications and other information technology equipment made and used
by the Members pursuant t o t his Agreement.
(bb) "SHARED INITIATIVES" - the programs or Shared Assets where the cost
will be shared by the Members and held by GovITC.
(cc) "SOFTWARE" - the computer programs, form designs, user manuals, data
specifications and associated documentation employed as part of each
Member's I .
(d d)"TRANSFER PLAN" - the plan upon Members suspension, withdrawal, or
termination from GovITC for the transfer of the Member's assets, if any,
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GovITC including without limitation schedule, tasks, responsibilities and final
sign off.
(ee) "UNIT OF LOCAL GOVERNMENT" or"UNIT" - includes any political
subdivision of the State of Illinois or any department or agency of the state
government or any city, village or any taxing body that is not a Member.
111. Membership
Section 1. The Charter Members of GovITC shall be Buffalo Grove, Glenview,
Kenilworth, Lake Bluff and Lincolnshire.
Section 2. Units may apply and obtain for membership in GovITC as provided in the
By-Laws. Any new Unit joining GovITC must meet Minimum Membership Criteria, as the
Board may amend from time to time. Any exceptions to the Minimum Membership Criteria
must be approved by two-thirds (213) affirmative vote oft e entire Board, with the new Unit
defining and committing to a plan to meet the full Minimum Membership Criteria within a
specified timeframe.
IV. Board of Directors
Section 1. The governing body of GovITC shall be its Board of Directors, which shall
operate pursuant tote By-Laws attached as Exhibit B, as they may be amended by the
Board from time to time.
Section 2. The Chief Administrative Officer of each Member shall appoint one(1)
Director to the Board, who shall have one (1) vote, and shall also appoint one alternate
Director who shall be entitled to attend meetings of the Board but may only vote in the
absence of the Member's Director. The Chief Administrative Officer shall promptly fill any
vacant Director or alternate Director position.
Section 3. The officers of the Board shall consist of a President, a Vice-President, a
Treasurer, and a Secretary, who shall exercise those powers and duties described in the By-
Laws.
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V. Powers and Duties of the Board
Section 1. The powers and duties of the Board shall include the powers to:
(a) Take such action, as it deems necessary and appropriate, to accomplish the
general purposes oft is Agreement, including negotiating with a Service
Provider to determine annual rates and service levels for the Members and
exercising other ancillary administrative powers.
(b) Authorize all GovITC expenditures.
(c) Establish and collect the Initial Membership Fee.
(d) Establish and collect annual contributions for services to Members and to
others.
(e) Establish an annual budget and cause an annual financial accounting report in
writing to its Members as described in this Agreement.
(f) Establish reserves for the purposes of operating GovITC.
(g) Manage reserves including but not limited to the investment thereof
(h) Establish general policies and procedures necessary to implement GovITC's
authority and purpose consistent with this Agreement and the By-Laws,
including without limitation the Minimum Membership Criteria, Member
Guidelines, Members' Reserve Account policy, and other policies as deemed
necessary by the Board.
(i) Establish strategic goals for Gov ITC.
0) Have an independent it of GovITC prepared and submitted to the
(k) NkuTdisesany other power necessary and incidental to the implementation of
its powers and duties and the operation of GovITC pursuant to this
Agreement.
V1. Board Voting Requirements
Section 1. The following matters require approval by the affirmative two-thirds (2/3)
vote of the entire Board:
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(a) Merger of GovITC with another consortium,
(b) Selection of a Service Provider(s) and other necessary parties (accountants,
attorneys, etc.);
(c) Approval of annual and three-year budgets of GovITC including the amount
of each Member's annual contributions;
(d) The acquisition of are Assets in the form of capital expenditures;
(e) Approval or conditional approval of any proposed new Member(s);
(f) Approval of any strategic plan documents;
(g) Suspension, termination, expulsion, or reinstatement of a Member,
(h) Dissolution and/or Termination of Gov ITC.
(i) Amendments of the By-Laws
Any other matters specified in this Agreement as requiring the affirmative
two-thirds (213) vote oft e entire Board.
Section 2. Any and all other action consistent with the other terms of this Agreement
is the Board deems necessary shall be considered routine in matter and approved
by an affirmative majority vote of the entire Board.
V11. Master Contract
Section 1. The GovITC goal is to have one Master Contract that governs the duties and
obligations of the Service Provider to each Member.
Section 2. Prior to the completion and execution oft e Master Contract, each Member
shall be individually responsible for contracting with their Service Provider. Members shall
enter into an IT service contract with the Service Providers bsttilly conforming t o t he
Gov ITC Service Provider Contract as may be modified by the Board, within one(1) year of
signing this Agreement, until such time as there is a Master Contract. Members are expected
to enter into any agreements with Secondary Service Providers deemed necessary for the
functioning of GovITC within a reasonable time as determined by the Board of Directors.
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Section 3. Upon completion of the Master Contract and execution by each Member,
the Master Contract shall control any existing Service Provider Contract shall be of no effect.
VIII. Service Provider
Section 1. Each Director shall make a recommendation t o t heir respective Chief
Administrative Officer to contract with a Service Provider whose duties for GovITC are
listed in Subsection 7 of this Article VIII below.
Section 2. The to of any Service Provider shall be as set forth in the Service
Provider Agreement and/or Master Contract.
Section 3. The Board may at any time by vote to name a new Service Provider by two-
third (2/3) affirmative vote oft e entire Board, whose to shall begin at such time as the
Board may authorize.
Section 4. A Service Provider's term shall be renewed upon such terms as the Board
may approve.
Section 5. The Board may terminate the services of a Service Provider at any time,
subject only to the Service Provider Agreement and/or Master Contract.
Section 6. The Board may enter into agreements with more than one Service Provider
if it deems it appropriate.
Section 7. The Service Provider shall be the principal operating manager of GovITC
and shall supervise and control day-to-day operations of GovITC and carry out the purpose
of GovITC as directed by the Board. Among the duties and authority oft e Service Provider
shall be the following:
(a) To sign on behalf of Gov ITC any instrument which the Board has authorized
to be executed, by a formal vote or written authority, and, in general, to
perform all duties pertinent to GovITC and such other duties as may be
prescribed by the Board consistent with this Agreement from time to time.
(b) To prepare a proposed annual budget indicating staffing and annual
contributions and to submit such proposals to the Board.
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(c) To prepare projections of future anticipated expenses through development of
a three-year(3) budget.
(d) To make recommendations regarding policy decisions, the creation of other
Board offices and the retention of agents, employees and independent
contractors.
(e) At each regular meeting of the Board and at such other times as requested to
do so byte Board, to present a full report of the Service Provider's activities
and shared initiatives of GovITC.
(f) To report monthly to each Member on performance measures and summary of
services performed for each Member pursuant to Service Provider Agreement
and/or Master Contract.
(g) Within the constraints of the budget approved by the Board, to make or direct
distributions from the Reserves account for payment of hardware, software, or
other expenses of Gov ITC and maintain accurate and detailed records and
accounts of all transactions and all Shared Assets.
(h) Act as liaison officer with the Board and each individual Member's Director.
(i) Prepare Board agendas and meeting minutes in conjunction with the Secretary
or President.
Monitor billings from Secondary Service Providers to ensure that they are
received in a timely fashion and in the correct amount.
(k) Secure bids and request for proposals for hardware, software, and other IT
services and make recommendations for the selection of vendors for adoption
by the Board.
(1) Expend reasonable funds in an emergency with written notice to the Board.
(m)Provide necessary information tote Board's selected certified public
accountant in conjunction with the preparation of the annual reports.
(n) Solicit new Members with direction from strategic goals adopted by the
(o) Dmh-[GovITC and Board goals for each coming year for review and approval
by the Board.
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IX. Obligations of Members
Section 1. The obligations of each Member shall be as follows:
(a) To execute a contract with the Service Provider until such time as a
Master Contract is available-,
(b) To appropriate or budget for and, where necessary, to levy for, and pay
promptly all monthly and supplementary or other payments following the
Illinois Prompt Payment Act and in such amounts as are established within
the scope of this Agreement-,
(c) To select promptly a Director to serve on the Board and an alternate;
(d) To cooperate fully with the Service Provider, GovITC's attorneys and
auditors and any agent, employee, officer or independent contractor of
GovITC in any matter relating t o t he purpose and powers of GovITQ
(e) To review all proposed changes to IT strategic plans or tote Board's
final vote on such changes,
(f) To act promptly on all matters requiring Board approval and to not
withhold such approval unreasonably or arbitrarily-,
(g) To purchase and maintain hardware, software, and other necessary
agreements that are individual Member initiatives which are not Shared
Assets or a Shared Initiative; and.
(h) To purchase and maintain Comprehensive General Liability(CGL) and
Workers Compensation insurance covering liability arising out oft e
Member's participation in GovITC, including any liability arising from the
actions of the Member's Representative acting in his/her scope of
authority under this Agreement.
Section 2. At the discretion of the Board, non-performance of Member obligations,
whether in whole or in part,may bet e basis for a recommendation to terminate
pursuant to Article XI of this Agreement.
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X. Financial Mafters
Section 1. The Fiscal Year of GovITC shall be from January I through December 31.
Each Member shall be liable for and pay to GovITC a share of the total Annual
Contribution required in each GovITC Fiscal Year which shall be calculated byte Board on
an allocation basis that is divided by the number of participants and weighted by criteria such
as storage volume, bandwidth demand, the number of units to support, etc. or as otherwise
determined byte Board.
Section 2. The proposed revenue requirements and corresponding Member
contribution for GovITC's next ensuing Fiscal Year will be presented to the GovITC Board
annually in due course, but in no event later than 90 days before the start of such Fiscal Year.
The Annual Contribution for the ensuing Fiscal Year and the amount of each Member's share
shall be determined by the affirmative two-thirds (2/3) vote of the entire Board.
Section 3. Each Member shall remit at least fifty percent (50%) of its Annual
Contribution to GovITC on or before April I of the Fiscal Year tow is the contribution
pertains. The balance of each Member's annual contribution is to be paid by September 1.
Each Member shall be liable for the complete payment of its annual contributions.
Section 4. Billings for all charges shall be made byte Board and shall be due when
rendered. Any Member whose charges have not been paid within 90 days after billings all
be in default and shall not be entitled to further voting privileges or to have its director hold
any office on the Board and shall not use any GovITC facilities or programs until such time
as such Member is no longer in default. Members in default shall be subject t o t he provisions
within this Agreement. In the event that such charges have not been paid within 90 days of
such billing, such defaulting Member shall be deemed to have given, on such 90th day,
notice of withdrawal from Membership by the Board. In the event of a bona fide dispute
between the Member and the Board as t o t he amount which is due and payable, the Member
shall nevertheless make such payment in order to preserve its status as a Member, but such
payment may be made under protest and without prejudice to its right to dispute the amount
of the charge and to pursue any legal remedies available to it. Withdrawal shall not relieve
any such Member from its financial obligations as set forth in this Agreement.
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Section 5. Nothing contained in this Agreement shall prevent the Board from charging
non-Members for services rendered by GovITC on such basis as the Board shall deem
appropriate.
Section 6. It is anticipated that GovITC may be in a position to receive financial
assistance in the form of grants. The Board may credit any such grants against charges for
any Member, Members, or GovITC in a manner agreed to by the Board. The Board may also
enter into an agreement, as a condition to any such grant, that it will credit all or a portion of
such grant towards charges, which may be made in the future.
Section 7. The amount required for Reserves shall be calculated on an annual basis for
presentation and acceptance by the Board as part oft e annual budget process.
X1. Termination of Membership
Section 1. Failure to enter into an agreement with the Service Provider within one(1)
year of GovITC's designation of the Service Provider shall be cause for the termination of
Membership. A 30-day written notice will be given to a Member that fails to enter into an
agreement with the Service Provider as provided in this Section. Upon the failure to enter
into an agreement at the end of the thirty-day(30) notice period, its Membership shall be
terminated.
Section 2. Failure to enter into an agreement within thirty 30 days of expiration of the
previous agreement with Service Provider shall result in Membership termination.
Section 3. A Member shall be terminated for cause including not participating as a
Board Member, not paying dues, not signing a Master Contract, not maintaining the
minimum standards oft e organization, violating the security standards of the organization,
or other activities determined by the Board and based on an affirmative vote of two-thirds
(2/3) of the entire Board..
Section 4. Upon termination of any Member, the Member shall be responsible for:
(a) All of its pro-rated share of any obligations-,
(b) Its share of all charges t o t he effective date of termination-,
(c) Restitution for damages or malicious actions outside of insurance;
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(d) A Transfer Plan prepared by the Service Provider, paid for by the Member,
and approved by the Board; and
(e) Any contractual obligations it has separately incurred with GovITC or the
Service Provider.
Section 5. A Member terminated from Membership at a time when such termination
does not result in dissolution of GovITC, shall forfeit its claim to any Shared Assets of
GovITC. Any terminated Member shall be subject to the provisions described elsewhere in
this Agreement.
Section 6. If a Member remains in default for a period of more than 90 days on any
billing from GovITC, the Membership automatically shall terminate.
XIL Withdrawal
Section 1. All new Members of GovITC shall be committed as Members for an initial
three (3) year Membership.
Section 2. After the period of an initial three-year Membership, any Member may
withdraw from GovITC at the end of a Fiscal Year of GovITC upon giving of at least eight
(8) months prior written notice of such withdrawal. Such notices all be addressed to the
Board of Directors of the GovITC and shall be accompanied by a resolution of the Corporate
Authorities of the Member electing to withdraw from GovITC.
Section 3. The nonpayment of charges as set forth in this Agreement or the refusal or
declination of any Member to be bound by any obligation to GovITC shall constitute written
notice of withdrawal, but shall not relieve Member of its obligations.
Section 4. Upon effective withdrawal the withdrawing Member shall continue to be
responsible for:
(a) All of its pro-rated share of any obligations;
(b) Its share of all charges t a t he effective date of termination;
(c) A Transfer Plan prepared by the Service Provider, paid for by the
Member, and approved by the Board-, and
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(d) Any contractual obligations it has separately incurred with GovITC or
the Service Provider(s).
Section 5. A Member withdrawing from Membership at a time when such withdrawal
does not result in dissolution of GovITC shall forfeit its claim to any Shared Assets of
GovITC. Any Member that withdraws shall be subject to the provisions of this Agreement.
The Service Provider will act on the behalf of the withdrawing Member to transition Member
out during the period specified in the Transfer Plan. If withdrawing Member cannot meet
specific period, withdrawing Member must pay Service Provider on a month-to-month basis
or as mutually agreed upon. The withdrawing Member shall, within thirty(30) days of
withdrawal, file a certification with the Board, verifying compliance with this Section.
X111. Dissolution
Section 1. GovITC shall be dissolved whenever:
(a) A sufficient number of Members withdraw fro ovITC to reduce the total
number of Members to less than two (2); or
(b) By affi rmative two-thirds (2/3) vote of the entire Board.
Section 2. In the event of dissolution, the Board shall determine the procedures
necessary to affect the dissolution and shall provide for the taking of such measures as
promptly as circumstances permit subject to the provisions of this Agreement.
Section 3. Upon dissolution, after payment of all obligations, the remaining Shared
Assets of GovITC shall be distributed among the then existing Members in accordance with
the Members Attrition Formula applied to any surplus value found with the sale of the
Shared Assets.
Section 4. If, upon dissolution and the sale of the Shared Assets and t e a pplication of
reserves, there is an organizational deficit, such deficit shall be charged to and paid by the
Members and withdrawing Member(s) that caused the dissolution in accordance with
obligations as described in Article XI on a pro-rata basis calculated from the Members
Attrition Formula.
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Section S. In the event of dissolution and once all obligations have been paid, the
following provisions shall govem the distribution of Shared Assets owned by GovITC:
(a) Each Member shall be required to transition software in the name of GovITC
to each own organization as applicable.
(b) A Member may continue to use any intellectual property developed on their
behalf during the to of its Membership.
(c) Each organization is responsible for making their information technology
support backbone ready to accept their data volume and transfer of Shared
Assets.
(d) Reserves will be distributed by applying the initiation fee formula to the
remaining Members and the affirmative 2/3 majority vote oft e entire Board.
XIV. Merger of the Consortium
Section 1. GovITC may merge with any other consortium established under the Illinois
Intergovernmental Cooperation Act upon the affirmative two-thirds (2/3) majority vote of the
entire Board.
XV. General Conditions
Section 1. Notice. All notices hereunder shall be in writing, and shall be deemed given
when delivered in person or by United States certified mail, with return receipt requested,
and if mailed, with postage prepaid. All notices shall be addressed as follows:
If to GovITC:
President of GovITC
With a copy to the Service Provider
If to Member-
Village/City Manager
Name of Village/City
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Address
Legal Finn Name of Village/City
Address
Each party shall have the right to designate other addresses for service of notices, provided
notice of change of address is duly given.
Section 2. The Parties certify that they are not barred from entering into this
Agreement as a result of violations of either Section 33E-3 or Section 33E-4 of the Illinois
Criminal Code and that they each have a written sexual harassment policy in place in full
compliance with 775 ILCS 5/2-105(A)(4).
Section 3. Except as set forth herein, no Member may, by its own actions, obligate
GovITC or any other Member,
Section 4. This Agreement shall be governed, construed and enforced in accordance
with the laws of the State of Illinois.
Section 5. This Agreement constitutes the entire agreement between the Parties and
supersedes any and all prior agreements and negotiations between the parties, whether
written or oral, relating t o t he subject matter oft is Agreement.
Section 6. No amendment or modification to this Agreement shall be effective until it
is reduced to writing and approved and executed by all parties to this Agreement in
accordance with applicable law.
XV1. Duration
This Agreement shall continue in effect indefinitely,until terminated in accordance
with its to or until GovITC is dissolved.
XV11. Intellectual Property
Section 1. Members agree that no assignments, licenses, sales, authorization of reuse
by others, giveaways, transfer or any other grant of Intellectual Property rights will be made
to any third party without written permission from the Board.
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Section 2. It is understood that this Agreement does not grant to any Member or any
employees, partners or other business associates thereof, any rights in any Intellectual
Property or any inherent protect able interests, except those specifically provided by this
Agreement.
XVIII.Execution of Agreement
This Agreement may be executed in any number of counterparts, each of is shall
for all purposes be deemed to be an original; and all such counterparts, or as any of them as
GovITC and the Members or additional Members shall preserve undestroyed, shall together
constitute but one and the same instrument.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the undersigned have caused this Agreement for the Creation of a
Government Information Technology Consortium to be executed in the Members respective
name, and have caused this Agreement for the Creation of a Government Information
Technology Consortium to be attested, all by their duly authorized officers and
representatives, and have caused the Agreement for the Creation of a Government
Information Technology Consortium to be dated this 21st day of September, 2015.
By:_
Its: villa-at
ATTEST:
9vil ea�gu—�eAckity Clerk
Seal
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EXHIBIT A
Minimum Membership Criteria
I. Participating entities must agree to upgrade or replace hardware, or software that has
reached end of support by the manufacturer within a reasonable timeframe unless
otherwise waived by the Consortium Board per the voting standards set forth in the
agreement.
a. Hardware that has reached end of support should be replaced by the end of the first
year of consortium participation.
b. Software, such as operating systems or desktop applications (i.e. Microsoft Office,
Adobe, etc.) should be upgraded by the end of the first year of service.
c. Software such as ERP/Line of business that have reached end of support, should have
a plan for upgrade by the end oft e first year of service, and migrated to a supported
platform within 36 months.
2. Entities must agree to transition and operate primarily on a platform that is used and
supported by the Consortium(i.e. Windows Server/desktop) or agree to move to a
supported platform within 18 months. An example of an exception is a system such as
the U mobile video system that run on a Linux, OS will be supported as long as
maintenance with the vendor is maintained.
3. Entities seeking membership must contract fora minimum of 0.2 FTE equivalent
4. ThffimWent state oft e network and infrastructure will be assessed to determine
environment/condition of potential new member and the appropriate initiation fee and
managed services pricing.
5. There must be a technical point of contact to ensure appropriate communication with
village/city management.
6. Participation requires a minimum three (3) year membership due to hardware/equipment
investment and strategic planning.
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EXHIBIT B
Initial By-Laws of ov ITC Board of irectors
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INITIAL BY-LAWS OF THE
GOVERNMENT INFORMATION TECHNOLOGY CONSORTIUM (GovITC)
ARTICLE I—GENERAL PROVISIONS
Section 1. This document establishes the Initial By-laws oft e GovITC consortium
pursuant to that certain Intergovernmental Agreement dated September 21, 2015
("Agreement"), attached hereto as Exhibit A.
Section 2. Definitions set forth in the Agreement shall apply herein.
Section 3. GovITC shall operate in accordance with the requirements oft e Illinois
Open Meetings Act, 5 ILCS 120/1, et seq., and the Illinois Freedom of Information Act, 5
ILLS 140/1, et seq.
ARTICLE H- AUTHORITY
Section 1. GovITC is formed pursuant to Section 10 of Article VII of the Illinois
Constitution of 1970 and Section 3 of the Illinois Intergovernmental Cooperation Act,
is authorizes and encourages the entering into of Intergovernmental Agreements
between Members of local government.
ARTICLE III - MEMBERSHIP
Section 1. Any Unit may be eligible and can apply tote Board to become a
Member of GovITC. The Unit should be able to help progress the mission and goals of
Gov ITC as described in the Agreement and to fulfill the growth strategy set by the Board.
Section 2. Any Unit joining GovITC must meet the Minimum Membership
Criteria, as the Board may amend from time to time. Any exceptions to the Minimum
Membership Criteria must be approved by two-thirds (2/3) affinnative vote of the Board,
with the new Unit defining and committing to a plan to meet the ftill Minimum
Membership Criteria within a specified tim era me.
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Section 3. A Unit desiring to be a Member must undergo a network and security
assessment oft eir Information Technology environment by the Service Provider on
behalf of GovITC.
(a) The assessment will be funded by the Unit applying for membership,
unless otherwise approved by the Board, and t e a pplying Unit shall be
obligated to provide relevant information and access to facilities needed
for the assessment;
(b) The Service Provider shall conduct the assessment based on certain
standards, including, but not limited to, hardware age, network and backup
status, and adherence to update protocols with a weighted score for each
with poor condition being weighted more heavily; and
(c) The assessment scores oft e Unit shall be used to help determine the
Initial Membership Fee.
Section 4. A Unit desiring to be a Member shall execute a counterpart of the
Agreement and shall pay the Initial Membership Fee. Payment shall be made t o t he
Treasurer of GovITC who will deposit such payment into the GovITC Account.
Thereupon, the clerk or other corresponding officer of the Member shall file a duly
executed copy of the Agreement, together with a certified copy the authorizing resolution
or other action, with the GovITC President. The resolution authorizing the execution of
the Agreement shall also designate the first Director and alternate Director for the
MeiSbckion 5. Addition of a new Member must be made on a vote of the entire Board
by two-thirds (2/3) affirmative vote oft e entire Board.
Section 6. Approved new Members normally enter the program on January I
(beginning of Fiscal Year) or July 1. Entry in t o t he program at other times may be
permitted, the terms and conditions of which to be mutually agreed upon by the new
Member and GovITC. In its discretion, the Board may allow entry tote program at
other times and may impose restrictions, limitations, etc. with respect to such entry. Any
Member joining Gov ITC agrees, upon joining, that if it is to become a Fenner Member, it
will be bound by all of the obligations of a Fortner Member as set forth in this
Agreement.
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Section 7. Former Members will require a two-thirds (2/3) affi rmative vote oft e
entire Board in order to rejoin GovITC.
ARTICLE IV—BOARD COMPOSITION AND PROCEDURES
Section 1. The Board shall consist of the Directors and alternate Directors appointed
by the Chief Administrative Officer of each Member. In order for GovITC to be of
maximum value, the Members shall appoint, as their Directors and alternates, an
administrative officer that is a department head or an employee with significant
management responsibility and experience. The Board shall be the governing body of
GovITC, with authority to take all appropriate actions and to perform all duties to
accomplish the purposes of GovITC.
Section 2. The Board be responsible for establishing all GovITC policies, the annual
budget and the annual contribution rate for the operation of the GovITC, all non-budgeted
capital outlays and strategic IT plans of which these By-laws and subsequent policies or
procedures are an integral part, to provide a system of communications among its
members for enforcement purposes, or as otherwise approved by the Board.
Section 3. The Executive Committee of the Board shall consist of the President,
Vice-President, Secretary and Treasurer, as elected by the Directors ("Executive
Committee"), who shall of office for a is of two (2) years or until a successor has
been elected. The Executive Committee will be divided into two classes in order to
stagger the terms of said members and achieve continuity of governance of GovITC as
follows: The President and Vice-President, whose terms expire at the end of the final
meeting of the Board in even-numbered years- and the Treasurer and Secretary, whose
initial terms shall be for one year, and for whom subsequent terms shall expire at the end
of the final meeting of the Board in odd-numbered years.
Section 4. When a vacancy occurs on the Executive Committee, a special meeting of
the Board should be called to elect a successor for the remainder of the to of office.
Section 5. The Board may under special circumstances allow for electronic voting.
All votes must be cast in accordance with the By-laws.
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Section 6. Each Director and alternate Director shall be appointed to serve until a
successor is appointed.
Section 7. When the Chief Administrative Officer of a Member appoints a Director
or an alternate Director notice of such appointment shall be given to GovITC in writing.
Such notice shall include the mailing address and email address of each person so
appointed. The names and addresses shown on such notices may be used as the official
names and addresses for the purposes of giving any notices required by this Agreement or
by the By-laws of GovITC. Notice to GovITC shall be made to the Secretary of GovITC
at the address of the President with copy to the Service Provider.
Section 8. Any Director or alternate Director shall be subject to removal by the
appointing Chief Administrative Officer of the Member, at any time, with or without
cause.
Section 9. The Chief Administrative Officer of the Member whose Director position
on the Board is vacant shall fill a vacancy on the Board.
Section 1 . Director (or alternate) shall not be eligible to vote on behalf oft e
Member during the time that such Member is in default on any contribution to GovITC or
on any contract with GovITC. During the existence of any default, the vote(s) of such
Member shall not be counted as eligible vote(s). If a Member remains in default for a
period of more than 90 days on any billing fro ovITC, the membership of such
Member automatically shall terminate. Notwithstanding the foregoing, however, all
outstanding financial obligations to GovITC shall remain enforceable.
Section I I.The Board shall be authorized to indemnify and protect its members and
Gov ITC employees and contractors against damage claims and suits arising from acts
alleged to have been committed within the scope oft eir employment with or duties to
GovITC, to the fullest extent pennitted by law.
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ARTICLE V-MEETINGS
Section 1. Regular meetings of the Board shall be held annually at a time and place
determined by the Executive Committee. Special meetings may be called by the
President, a majority oft e Executive Committee, or by one-third (113) of the Directors.
Section 2. The Executive Committee shall meet when called by the President or a
majority of the Executive Committee members.
Section 3. A majority of the members shall constitute a quorum for meetings of the
Board and Executive Committee.
Section 4. The current edition of Robert's Rules of Order shall govern meetings in all
cases in is they are applicable and not inconsistent with these By-laws. In the event
of a conflict between these By-laws and Robert's Rules of Order, these By-laws shall
cone ion 5. At the final meeting of the Board in even numbered years, the Board shall
elect from its Directors a President and a Vice-President and in odd numbered years, the
Board shall elect from its Directors a Secretary and a Treasurer.
Section 6. Regular public meetings of the Board shall be held at least annually.
Notice of regular meetings of the Board shall be given to the Directors and alternates by
the Secretary of the Board at least fifteen (15) days in advance and the agendas for such
meetings shall accompany the notice. However, business at regular meetings of the
Board need not be limited to matters set forth in the agenda.
Section 7. Special meetings of the Board may be called by the President or upon the
request of a majority of the Directors. Five (5) days' notice of special meetings shall be
given to the Directors and alternates. Such notice shall include the agenda for the special
meetings.
ARTICLE V1 - DUTIES OF OFFICERS
Section 1. The President shall preside at all Board meetings including the final
meeting prior t o t he new Board and will appoint members of all committees with the
and consent of the Board. New officers shall take office at the adjournment of the annual
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meeting of the Board at which they are elected. Upon vacancy occurring in any office,
Board shall fill such position at the next meeting of the Board.
Section 2. The Vice-President shall serve as an assistant t o t he President and shall
perform the duties of the President and act as President in their absence.
Section 3. The Secretary shall keep an accurate record of the proceedings from all
official meetings, carry on official correspondence o ovIT s directed by the Board,
provide to each Director the official minutes of all meetings and maintain all official
GovITC records, Any persons may be engaged to perform such services under the
Secretary's supervision and direction.
Section 4. The Treasurer shall be responsible for financial oversight of GovITC.
The Treasurer shall ensure Gov ITC has the custody of the GovlTC funds and shall ensure
that GovITC keeps full and accurate accounts of receipts and disbursements of GovITC,
and shall ensure that all the deposit of monies and other valuables are in the name and to
the credit of GovITC into depositories designated by the Board. The Treasurer shall give
financial reports as required by the Board and perform such other duties pertaining to the
office including but not limited to member invoicing and reccipting, bank reconciliation,
account balances, etc.
ARTICLE VII - COMMITTEES
Section 1. The President or Board may create such committees as are deemed
necessary to accomplish the purposes of GovITC.
ARTICLE Vill—ANNUAL CONTRIBUTION AND INITIAL MEMBERSHIP
FElSaction 1. The annual contribution and initial membership fee as described in the
Intergovernmental Agreement shall be prescribed by the Board and shall be payable to
GovITC. All assessments approved by the Board shall be binding upon all members and
payment shall be a condition of membership.
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Section 2. Any Member who fails to tender the annual dues or assessments as
described in the In Agreement may subject to penalties up to and including termination of
Membership as provided herein and in the Agreement.
ARTICLE IX- COMPENSATION
Section 1. Officers and members of the Board shall serve without compensation.
Section 2. The Board may approve compensation, as needed, for all other
professional services required by GovITC.
Section 3. GovITC may accept donations, apply for and use grants or loans of money
or other property from state or federal institutions, or any other Members or
organizations, and maye ter into agreements and may hold,use and dispose of such
money or property in accordance with the terms of the donation, grant, loan or
agreement.
ARTICLE X—FINANCES
Section 1. The Fiscal Year o ovITC shall be from January I through December 31.
Section 2. The proposed revenue requirements and corresponding member
contribution for GovITC's next ensuing Fiscal Year will be presented tote GovITC
Board annually in due course, but in no event later than 60 days before the start of such
Fiscal Year. The annual contribution for the ensuing Fiscal Year and the amount of each
member agency's share shall be determined by two-thirds (213) vote of the entire Board.
Section 3. The Board must approve all disbursements of funds as set forth in the
Master Agreement.
Section 4. All checks issued by the GovITC must have dual signature for the
President and Treasurer.
Section 5. The Board shall direct that an annual independent audit of the GovITC
shall be prepared and submitted to each Member.
ARTICLE XI - PROPERTY
Section 1. The equipment, property and supplies purchased by GovITC through
assessments or otherwise acquired in its name, shall remain the property of GovITC.
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equipment, property and supplies titled to GovITC at the time of the adoption of these
By-laws shall remain titled to GovITC.
Section 2. GovITC or its designee shall maintain a list concerning the description and
location of such equipment, property and supplies.
Section 3. GovITC equipment shall not be changed or modified without approval of
the Board for reasons other than routine management and maintenance.
ARTICLE XII -AMENDMENTS
Section 1. These By-laws may be amended at any meeting of the Board by a two-
thirds (2/3) affirmative vote of the entire Board, provided t e a mendment and notice of
the meeting shall have been sent to the Directors not less than fifteen(15) days prior t o t he
meeting.
ARTICLE XIII-DISSOLUTION
Section 1. If at any regular meeting or at a special meeting called for the purpose of
dissolution, GovITC shall be dissolved whenever(a) a sufficient number of Members
withdraw from GovITC to reduce the total number of Members to less than two (2) or(b)
by two-thirds (2/3) vote of entire Board. The Board shall determine and implement
procedures governing the dissolution.
ARTICLE XV- EFFECTIVE DATE
These By-laws shall be in full force and effect from and after their passage and approval.
AYES: 6 - Berman Trilling, Stein, Ottenheirner, Weidenfeld, Johnson
NAYS: 0 - one
PASSED this 21 st day of September, 2015.
APPROVED this 21st day of September, 2015.
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APPROVED:
President
Vice-President
ATTEST:
Secretary
ARTICLE XVI—AYES SIGNATURE
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