2018-21RESOLUTION NO.2018 - 21
A RESOLUTION APPROVING THE ESTABLISHMENT OF AND MEMBERSHIP OF THE VILLAGE OF BUFFALO
GROVE IN THE SUBURBAN LIABILITY INSURANCE POOL
WHEREAS, Article VII, Section 10 of the Constitution of the State of Illinois, and the
Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., authorize and encourage intergovernmental
cooperation; and
WHEREAS, the Village of Buffalo Grove ("Village") and other area municipalities (collectively, the
"Members"), in order to reduce insurance costs, desire to form the Suburban Liability Insurance Pool as
an intergovernmental insurance cooperative ("SLIP'J; and
WHEREAS, the Members have developed an intergovernmental agreement and bylaws
(collectively, the "SLIP Agreement'l to establish the SLIP and to set forth procedures for the joint
purchase of insurance coverage, and claims administration and risk management services, for the
Members; and
WHEREAS, the Village Board has determined that it is in the best interest of the Village to join
SLIP and to approve the SLIP Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows:
SECTION ONE: RECITALS. The foregoing recitals are incorporated into, and made a part of, this
Resolution as findings of the President and Board of Trustees of the Village.
SECTION TWO: APPROVAL OF SLIP MEMBERSHIP. The Village Board hereby authorizes
membership of the Village in the Suburban Liability Insurance Pool, effective January 1, 2019.
SECTION THREE: ADOPTION OF SLIP AGREEMENT. The President and Board of Trustees
of the Village hereby adopts and approves the SLIP Agreement, in substantially the form attached to this
Resolution as Exhibit A.
SECTION FOUR: ACKNOWLEDGMENT OF OBLIGATIONS. The Village Board
acknowledges and agrees that, as a member of SLIP, the Village will be responsible for its financial
obligations to SLIP and will carry out its other obligations and be entitled to the benefits of SLIP, in
accordance with and pursuant to the SLIP Agreement.
SECTION FIVE: APPOINTMENT OF SLIP REPRESENTATIVES. The Village Manager shall appoint
the official representative of the Village to the SLIP Board, and the official alternative representative of
the Village to the SLIP Board.
SECTION SIX: EXECUTION OF REQUIRED DOCUMENTATION. The Village Manager is hereby
authorized to execute the SLIP Agreement and such other documentation as is necessary to effectuate
and carry out the obligations of membership of the Village in SLIP.
NDI14832-1768-0496 v.I
SECTION SEVEN: EFFECTIVE DATE. This Resolution will be in full force and effect from
and after its passage and approval as provided by law.
AYES: 6 — Berman Stein Ottenheimer, Weidenfeld Johnson Smith
NAYS: 0 - None
ABSENT: 0 - None
PASSED: September 17, 2018.
APPROVED: September 17, 2018.
iLod 4, L�,eML 2oU4��—
Beverly Suss Village President
ATTEST'.
JanXt'la bi n, Village illage Clerk
ND#4832-1768-0496 v.1
EXHIBIT A
SLIP AGREEMENT
ND#4832-1768-0496 v.I
SUBURBAN LIABILITY INSURANCE POOL
INTERGOVERNMENTAL AGREEMENT AND BYLAWS
Effective January 1, 2019
Prepared by:
Dykema Gossett PLLC
Attn: Charles A. LeMoine
10 South Wacker Drive, Suite 2300
Chicago, IL 60606
(312) 627-2163
clemoine@dykema.com
4850-7650-5694.4
TABLE OF CONTENTS
Page
ARTICLE I Establishment and Purpose of Intergovernmental Pool .............................................. 2
ARTICLEII Definitions................................................................................................................. 3
ARTICLE III Board/Executive Committee.................................................................................... 6
ARTICLE IV Comiiiencement/Contimiation of the Pool............................................................. 11
ARTICLE V Meetings of Board/Executive Committee and Terms of Office ............................. 12
ARTICLE VI Pool Officers and Officials.................................................................................... 14
ARTICLEVII Account................................................................................................................. 17
ARTICLE VIII Plan of Coverages, Exclusions............................................................................ 20
ARTICLE IX Purchase of Insurance............................................................................................ 21
ARTICLE X Obligations of Members.......................................................................................... 22
ARTICLE XI Liability of Board, Officers, Officials, Representatives ........................................ 22
ARTICLE XII Contractual Obligation......................................................................................... 23
ARTICLE XIII Expulsion of a Member....................................................................................... 24
ARTICLE XIV Withdrawal from the Pool................................................................................... 26
ARTICLE XV Termination of the Pool........................................................................................ 27
ARTICLE XVI Miscellaneous..................................................................................................... 28
Appendix A
Founding Members
Appendix B
Summary of Coverages
Appendix C
Signature Page Form
Appendix D
Members as of January 1, 2019
T-1
SUBURBAN LIABILITY INSURANCE POOL
INTERGOVERNMENTAL AGREEMENT AND BYLAWS
This Agreement and related Bylaws (hereinafter "Agreement') is effective this 1ST day
January of 2019, by and among the Boards of each unit of local government listed on Appendix
A hereto, each of which may be referred to hereinafter as a "Member" and which, collectively,
may be referred to hereinafter as the "Members".
WHEREAS, the Illinois Constitution (III. Const., Art. VII, Sec. 10) (the "Constitution")
authorizes units of local government to associate among themselves to obtain or share services
and exercise any power or function in any manner not prohibited by law or ordinance;
WHEREAS, the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.) (the
"Intergovernmental Act") authorizes units of local government to exercise jointly any powers,
privileges, functions or authority that each unit may exercise, unless specifically and expressly
prohibited by law;
WHEREAS, the Intergovernmental Act provides that intergovernmental agreements may
authorize units of local government to jointly self -insure, and to establish and pay funds into a
joint insurance pool to protect themselves against liability or loss (5 ILCS 220/6);
WHEREAS, the Members are such units of local government as defined in the
Constitution and are local public entities as defined by the Local Governmental and
Governmental Employees Tort Immunity Act, 745 ILCS 10/1-206 ("Tort Immunity Act');
WHEREAS, each Member has the power, under Sections 9-103 and 9-107(b) of the
Local Governmental and Governmental Employees Tort Immunity Act (745 ILCS 10/9-103 and
10/9-107(b)), to protect itself against liability or loss through risk management programs,
including insurance, individual or joint self-insurance, and educational, inspectional, and
supervisory services directly relating to loss prevention and loss reduction;
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WHEREAS, it is in the public's best interest that the Members reduce their costs of risk
management and administration by joining together to establish an intergovernmental pool for
the purposes of establishing, implementing and maintaining a joint self-insurance program,
obtaining insurance, and conducting related educational loss prevention and loss reduction
programs;
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and
agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the
Members hereby agree as follows:
ARTICLE I
Establishment and Purpose of Intergovernmental Pool
1.1 The Suburban Liability Insurance Pool (the "Pool" or "SLIT'") is hereby
established pursuant to this Agreement and in accordance with the provisions of the Constitution
and the Intergovernmental Act.
1.2 The purpose of the Pool is to jointly provide or obtain casualty, property,
employer liability, workers compensation, general liability, risk management, professional
liability, group coverage and other protections for the Members, pursuant to this Agreement. The
Pool shall administer, investigate, adjust and process claims against the Members within such
coverages and other protections, but shall not itself offer, provide or guarantee such coverages
and other protections. Nothing contained in this Agreement, nor participation in this Pool,
constitutes the business of insurance nor a waiver of immunities or defenses provided in the Tort
Immunity Act or any other similar and applicable Illinois laws or statutes. The Pool shall also
carry out claim, accident and risk management programs and educational programs as may be
PA
authorized by its Members from time to time in accordance with the provisions of the
Agreement.
1.3 The creation of an Account(s) pursuant to this Agreement is not intended by the
Members to constitute the transaction of an insurance business within the State of Illinois. The
intent of the Members is to establish similar or uniform insurance and self-insurance coverage
and protections and to utilize the Pool to achieve favorable costs of administration by providing
similar services to all of the Members.
1.4 The Members also intend, by the creation of the Pool, to allow a Member to
equalize annual fluctuations in self-insurance and excess insurance costs by establishing a
program through the Pool whereby reserves may be created to ultimately equalize the risks and
stabilize the costs of providing the types of insurance and protections as stated herein.
ARTICLE II
Definitions
In addition to the terms defined elsewhere in this Agreement, each of the following terms
shall have the meaning set forth below:
2.1 ACCOUNT - A fund of money established by and for the Members to establish
and maintain a Loss Fund and to provide money for the payment of the expenses of the Pool,
including but not limited to premiums, claims, defense fees and costs, judgments, settlements
and the other necessary expenses of the Pool to enable the Pool to carry out its business and
provide programs approved by the Board and the Executive Committee.
2.2 ADMINISTRATOR - The individual or entity selected by the Executive
Committee to administer the day-to-day business affairs of the Pool and to carry out the
obligations imposed, or as directed, by the Executive Committee or the Board.
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2.3 ANNUAL CONTRIBUTION - The amount of money determined by the
Administrator and the Executive Committee to be due annually from each Member to fund the
Account(s) and Loss Fund(s), and to pay a Member's portion of any premiums, claims, defense
fees and costs, judgments, settlements and other necessary expenses of the Pool.
2.4 BOARD or POOL BOARD - The collective group of persons selected, designated
or appointed individually by each Member to represent that Member and to act on behalf of each
respective unit of local government as may be required pursuant to this Agreement and as
established pursuant to Article V of this Agreement. The terms "Pool Board" and "Board" may
be used herein interchangeably.
2.5 CHAIR - The person elected by the Executive Committee from among the
Representatives on the Executive Committee to serve for a term of not less than two years and to
act as the Chief Executive Officer of the Pool.
2.6 COVERAGE - The provisions, insurance protections and programs provided for
or consistent with this Agreement and approved by the Executive Committee, including those
that may, in addition, be selected by each Member annually in accordance with this Agreement.
2.7 EFFECTIVE DATE — January 1, 2019.
2.8 EXCESS INSURANCE — The amount and type of insurance protection
determined to be sufficient and economically available to the Pool which is in excess of the self -
insured retention maintained by the Pool and the premium which is payable from the Loss
Fund(s).
2.9 EXECUTIVE COMMITTEE — The Executive Committee selected pursuant to
Section 3.4 of this Agreement.
2.10 FOUNDING MEMBERS — The Founding Members are those Members listed in
Appendix A.
2.11 LOSS FUND — The amount required annually to be maintained by the Pool to pay
claims, defense fees and costs, judgments, settlements and other expenses of the Pool as
determined by the Board.
2.12 MEMBER — A unit of local government that has been admitted into the Pool
pursuant to this Agreement and that has neither withdrawn nor been expelled. All Members of
the Pool after January 1, 2019 shall be listed on Appendix D which may be revised from time to
time and which shall not require a formal amendment to this Agreement.
2.13 OFFICERS — The Officers of the Pool are the Chair, Vice -Chair, Treasurer, and
Secretary, and such other offices as may be established from time to time by the Board. All
Officers shall be selected by and among the Representatives.
2.14 OFFICIALS — The Officials of the Pool are the Administrator, legal counsel and
such other positions as may be established from time to time by either the Board or Executive
Committee. No Official of the Pool shall be entitled to vote on any issue unless that person is
also a Representative.
2.15 PROGRAM YEAR — The twelve month period commencing on January 1,
2019, to and ending on December 31, 2019, and annually thereafter from each January 1 to the
next December 31.
2.16 QUORUM — A majority of Members shall constitute a Quorum of the Board. A
majority of Executive Committee Members shall constitute a Quorum of the Executive
Committee.
2.17 REPRESENTATIVE — The chief administrative officer of, or the designee
selected or appointed by, each respective Member to serve on the Board.
2.18 SECRETARY — The Executive Committee Member or other person designated
by the Executive Committee to record, hold and retain the minutes of all Pool meetings, to
maintain all records of the Pool, to provide all Notices required for the operation of the Pool and
such other functions as are assigned to and duties incident to the office of the Secretary.
2.19 SELF -INSURED RETENTION — The first dollar amount as determined by the
Pool to be paid only from the annual Loss Fund for Member claims pursuant to the terms and
conditions of coverage. The Self -Insured Retention is not, and shall not be deemed, insurance.
2.20 TREASURER — The person or entity selected to be the principal financiaf officer
of the Pool to collect, hold, invest and distribute the funds of the Pool, to sign all disbursements
and payments with the Chair, and to perform such other financial duties as may be assigned from
time to time by the Board or Executive Committee .
2.21 VICE -CHAIR — The person elected by the Executive Committee from among its
Committee Members to carry out all duties of the Chair in the event the Chair is absent, is unable
to or refuses to perform the duties of that office.
ARTICLE III
Board/Executive Committee
3.1 Management of Pool. The affairs and activities of the Pool shall be controlled
and managed by and under the direction of the Board. The Board shall have the authority to act
on behalf of the Pool, and shall take all appropriate actions and perform all duties required to
operate and administer the Pool and otherwise accomplish the purposes of the Pool. The Board
may delegate its duties and authority to any committee of the Board or to the Administrator,
except as otherwise reserved to the Board by law or this Agreement. The Board shall hold all
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assets, take all action and be responsible for all action taken hereunder in the name of and for the
benefit of the Pool.
3.2 Board Composition. The Board shall consist of one designated Representative
selected by each Member. Each Member shall notify the Chair and Secretary of the Pool of its
designated Representative. Once so named by the Member, that person shall continue as the
Representative until removed by the Member or another person is appointed by the Member.
Each Representative shall serve on the Board until removed or replaced, or until he or she
resigns. Each Member may designate an alternate Representative to serve on the Board in the
absence of the designated Representative. A Representative shall be deemed to have resigned
from the Board immediately upon (a) the Representative no longer being employed by the
Representative's Member for any reason, or (b) the termination, resignation or expulsion of the
Member. A Representative may be removed for cause by a two-thirds (67%) vote of the Board.
Cause shall include, but is not limited to, the basis for Member expulsion as defined in Article
XIII, Section 13.1. With the exception of Member expulsion, each Member shall have the
authority to designate a new Board Representative due to resignation, removal or other inability
to further serve on the Board.
3.3 The following shall require a majority approval of the Board:
a) Amendments to this Agreement;]
b) The annual Pool budget and any supplements or amendments
thereto;
c) The Annual Pool Insurance Program ;
d) Selection of the Executive Committee Members subject to all of
the provisions herein;
e) The admission of new Members; and
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f) Other matters requiring a vote of the Board as set forth in this
Agreement.
3.4 Executive Committee Composition. The Executive Committee shall consist of not
more than nine (9) Representatives selected from the Board, selected by a vote of the Board
initially and annually as their term of office on the Executive Committee expires, to act
collectively on behalf of the Pool to carry out the purposes and enforce the terms of this
Agreement, between the meetings of the Board, and shall include the Chair, Vice -Chair,
Secretary, Treasurer, Administrator, and such other persons selected by the Executive Committee
to carry out its functions. However, in the event the Treasurer, Administrator or such other
person is not also a Representative, such person shall be a non -voting member of the Executive
Committee.
The initial Executive Committee shall consist of a Representative from each of the Founding
Members listed in Appendix A. Those persons serving on the initial Executive Committee shall
continue in their position for a period of three (3) years following the Effective Date. The
number of terms that a Representative may serve on the Executive Committee is not limited. All
members of the Executive Committee whose terms expire are eligible for re-election. Once the
membership on the Executive Committee reaches nine (9) and the initial three (3) years of the
Pool have passed, the Executive Committee shall be divided into terms of office by lot of the
then -members of the Executive Committee or any new member selected to replace a then -current
member to create five (5) three (3) year terms and four (4) two (2) year terms for the members of
the Executive Committee. Upon expiration of these terms, an elected member of the Executive
Committee shall then serve for a period of three (3) years to maintain staggered terms of office
on the Executive Committee. The qualified Representative receiving the highest number of
votes for each of the openings on the Executive Committee shall be declared the winner and shall
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take office immediately upon their selection to the Executive Committee. The Executive
Committee may appoint a Representative to fill any Executive Committee position vacated
during a term of office to serve in the vacated position until the end of the term. One
Representative of each Member is eligible to run for any expiring term on the Executive
Committee.
3.5 Executive Committee Duties
The Executive Committee duties shall include, but are not limited to the following:
(a) Select agents, employees, independent contractors, an insurance
consultant, claims administrator, attorney(s), auditor(s) and such other person(s) as may be
necessary to administer and accomplish the purposes of and to conduct the business matters of
the Pool, including enforcement of the provisions of this Agreement and all procedures and
protocols adopted for the operation of the Pool; provided, however, that neither the Board nor the
Executive Committee shall have the authority to enter into any collective bargaining agreement;
(b) Carry out educational and other programs relating to safety, risk
management, accident or other claims reduction;
(c) Direct the collection and payment of Annual Contributions or funds to be
used for the purpose of the Pool and the providing of Coverages hereunder;
(d) Cause to be purchased property, casualty, liability, excess, and other types
of employer liability, workers compensation, professional or other insurance coverages for the
benefit of the Members, and as recommended to the Board by the Administrator or by the
Executive Committee;
(e) Adopt policies, recommend changes in policy, establish additional offices,
and create additional committees;
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(f) Determine the compensation for all agents, employees and independent
contractors of the Pool;
(g) Recommend Member suspension and expulsion hearings;
(h) Prepare and submit for approval an annual budget;
(i) Prepare and submit periodically to each Member a summary of covered
claims filed and claims paid on behalf of each Member;
0) Obtain and furnish to each Member annually an audited report of the
financial affairs of the Pool, prepared by a certified public accountant at the end of each
Program Year in accordance with generally accepted accounting principles or other standards
applicable to annual audits;
(k) Procure fidelity or surety bonds for employees or other persons as required
by this Agreement or by law;
(1) Carry out such other activities as are necessarily implied or required in
order to carry out the purposes of the Pool as specified in Article I or the specific activities
enumerated in this Article III which are not otherwise reserved to the Board.
3.6 The Executive Committee, between the meetings of the Board, and as otherwise
provided from time to time by resolution passed by the Board, shall have and may exercise all
powers of the Board in the management of the business and affairs of the Pool, other than those
actions requiring a vote greater than a majority of the Board or exclusively restricted to the sole
authority of the Board. An Executive Committee Member may vote by written proxy on all
matters coming before the Executive Committee provided to the Chair or Vice Chair in advance
of the meeting and specifying the extent of the proxy given.
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3.7 No one serving on the Board or Executive Committee shall receive any salary,
compensation or other expenses from the Pool. Any salary, compensation, payment or expenses
for such Representative shall be paid by each Member separate from this Agreement; provided,
however, that if the Administrator is also a Representative, the Board may provide for
compensating the Administrator for services, or if the Administrator is also an employee of a
Member, the Board may provide for reimbursing such Member for the Administrator's service to
the Pool; provided, further, however, that the Chair or any other Executive Committee Member
may submit direct expenses reasonably incurred for Pool business for approval, and be
reimbursed for expenses incurred in the pursuit of his/her position as Chair or a member of the
Executive Committee (as the case may be). Reimbursement for such expenses shall include
amounts advanced on behalf of the Pool either by the Executive Committee Member or by a
Member and shall be in accordance with procedures and policies established by the Pool and
consistent with the terms of this Agreement.
3.8 The Executive Committee shall engage an Administrator who may be an
individual or an entity. The Administrator shall be a member of the Executive Committee, but
shall not have any voting rights on matters coming before the Board or Executive Committee.
ARTICLE IV
Commencement/Continuation of the Pool
4.1 Each Member, upon joining the Pool, shall be bound to this Agreement as of the
Effective Date regardless of when said Member may actually execute a duplicate copy of this
Agreement or the signature page. Each Member shall execute the signature page for their
respective Member and take all formal action by vote or resolution of its board to become a
Member of the Pool. Failure of the Member to execute the signature page within thirty (30) days
of receiving coverage from the Pool shall bind the Member to this Agreement as though it was
11
fully executed unless within said period of time, the Member notifies the Executive Committee,
in writing, of its intent not to execute the signature page(s). In the event of such notice, the
Member shall be considered to have withdrawn as of the Effective Date subject to the terms
hereof for a withdrawing Member.
ARTICLE V
Meetings of Board/Executive Committee and Terms of Office
5.1 The Board shall meet no less than annually which meeting shall be conducted
prior to the commencement of each new Program Year.
5.2 The Executive Committee shall meet as often as necessary to conduct the business
and to carry out the business obligations of the Pool, but shall meet no less than twice per year.
5.3 A Representative's term of office as a Board Member is not limited except that
the individual designated as the Member Representative must meet the qualifications for a
Representative as defined in this Agreement to serve on the Board.
5.4 If a Representative elected to the Executive Committee should resign, be removed
or otherwise vacate their Executive Committee position, the Executive Committee shall appoint,
if possible, a replacement from among the Representatives for the vacant Executive Committee
position for the remainder of the term vacated. If the Representative resigning, being removed or
otherwise vacating is the Chair, Vice -Chair, Secretary or Treasurer, then the Executive
Committee shall select a replacement from among the existing members of the Executive
Committee prior to appointing a Representative to fill the vacant Executive Committee position.
5.5 Special meetings of the Board or Executive Committee may be called on 48
hours' notice by the Chair, or by Representatives or by members of the Executive Committee
respectively, for each body, totaling not less than twenty percent (20%) of the Members for a
special meeting of the Board or by any two members of the Executive Committee for a special
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meeting of the Executive Committee. An agenda specifying the subject of any special meeting
shall accompany such notice. Business conducted at special meetings shall be limited to those
items specified in the agenda unless two-thirds (2/3) of the members in attendance agree to
consider a matter not on the agenda.
5.6 Seven (7) days written notice of regular meetings of the Board shall be given to
Members, and reasonable notice shall be given to each member of the Executive Committee,
before any regular meeting of the Executive Committee. The time, date and location of regular
meetings of the Board shall be determined by the Executive Committee or Board. Regular
meetings of the Executive Committee shall be determined by the Executive Committee. An
agenda specifying the subject of any regular meeting shall accompany such notice.
5.7 Each Member shall be entitled to one vote on the Board through its
Representative. No member of the Executive Committee shall be entitled to any greater vote by
reason of said position. Proxy votes for a Member shall be permitted. Voting and meeting
attendance of the Board and Executive Committee by electronic means shall be allowed.
5.8 The Board and Executive Committee may establish rules, policies and procedures
governing their respective conduct consistent with this Agreement and in accordance with
acceptable parliamentary procedure. Voting shall be by voice vote or in any other manner
established by the Board or Executive Committee prior to voting on any matter unless not less
than twenty percent (20%) or more Members of the Board or Executive Committee in attendance
request a roll call vote. However, any vote that requires a greater than majority vote for passage
shall be by roll call vote, and in the event that there are any negative votes or abstentions relating
to the authorization of an expenditure of funds, the names of the Board Members or Executive
13
Committee Members so voting shall be specifically noted pursuant to Board policy. All
expenditures shall require a roll call vote.
5.9 Minutes of all regular and special meetings shall be available to each Member
and a copy provided prior to the next scheduled meeting.
5.10 All meetings shall be conducted in a manner required bylaw and this Agreement.
In the event of a conflict between this Agreement and any applicable law, this Agreement shall
be deemed modified to the extent necessary to comply with such law.
ARTICLE VI
Pool Officers and Officials
6.1 The Chair shall be the chief executive officer of the Pool and shall be assisted by
the Administrator in supervising and controlling the day-to-day operations of the Pool and shall
carry out the purposes of the Pool as directed by the Board or Executive Committee. The Chair
may serve for not more than two cotasecutive three (3) year terms. The duties and authority of
the Chair shall include the following:
a) To preside over all meetings of the Board and of the Executive
Committee at which the Chair is present;
b) To sign on behalf of the Pool, along with the Treasurer, any
instrument which the Board, or Executive Committee has authorized to be
executed and, in general, to perform all duties incident to the office of a
chief executive as such duties may be prescribed by the Board or
Executive Committee from time to time consistent with this Agreement;
c) To make recommendations regarding policy decisions, the creation
of other Pool offices, and the employment of agents, employees and
independent contractors;
d) To oversee the preparation of a proposed annual budget for the
Pool;
e) Within the constraints of the budget recommended by the
Executive Committee and approved by the Board, to direct the Treasurer
to make distributions from the Account for payment of premiums, claims
and expenses and the administrative expenses of the Pool; and
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f) At each regular meeting of the Board, and at such other times as
requested to do so by the Board or Executive Committee, to present a full
report of the fiscal condition of the Pool.
6.2 The Vice -Chair shall carry out all duties of the Chair during the absence or
inability of the Chair to perform such duties and shall carry out such other functions as are
assigned from time to time by the Executive Committee.
6.3 The Treasurer shall be a Representative and shall be considered the chief financial
officer of the Pool. The Treasurer shall carry out the fiscal and financial business of the Pool as
directed by the Board or Executive Committee, or pursuant to Board policy. The duties and
authority of the Treasurer shall be the following:
a) To sign, along with the Chair on behalf of the Pool, all checks and
any instrument which the Board or Executive Committee have authorized
to be executed and, in general, to perform all duties incident to the Office
of Treasurer, and such other duties as may be prescribed by the Board or
Executive Committee from time to time consistent with this Agreement;
b) To assist the Chair and Administrator in preparing a proposed
annual administrative budget and to submit such proposal to the Board for
approval;
c) At each regular meeting of the Board, and at such other times as
requested to do so by the Board or Executive Committee, to present a full
report of his/her activities and the fiscal condition of the Pool;
d) To have charge and custody of and be responsible for all funds and
securities of the Pool; receive and give all receipts for moneys due and
payable to the Pool from any source whatsoever; deposit all such moneys
in the name of the Pool in such banks, savings and loan associations or
other depositories as shall be selected by the Board or Executive
Committee establish accounts and letters of credit at such banks or other
depositories; invest the funds of the Pool as are not immediately required
in such accounts, deposits or securities as the Board shall specifically or
generally select from time to time; and maintain the financial books and
records of the Pool;
e) Disburse Pool funds pursuant to this Agreement, with a full report
made to the Executive Committee and to the Board as directed;
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f) Invest the Annual Contributions and funds of the Pool, from time
to time, in accounts and with institutions regularly permitted for local
public entities in the State of Illinois or pursuant to any Board policy and
in compliance with Illinois law; and
g) In general, perform all duties incident to the Office of Treasurer
and such other duties as may be prescribed by the Board or Executive
Committee from time to time consistent with this Agreement.
6.4 In the absence of the Treasurer, or in the event of the inability or refusal of the
Treasurer to act, the Chair or an individual or entity appointed by the Chair and approved by the
Executive Committee may perform the duties of the Treasurer and, when so acting, shall have all
of the powers of and be subject to all of the restrictions upon the Treasurer.
6.5 The Secretary shall be the records custodian of and responsible for maintaining all
of the records and documents pertaining to the affairs of the Pool, and shall:
a) Take or cause to be taken all minutes of all meetings of the Board
and Executive Committee;
b) Maintain a copy of all minutes, resolutions, contracts,
correspondence (electronic or otherwise) pertaining to the Pool;
c) Maintain a list of the Members and Representatives of each
Member and all addresses, telephone numbers and emails of such
Member/Representative;
d) Present all minutes for approval to the Board and Executive
Committee;
e) Send all notices required to be sent by the Pool; and
f) Such other duties as are customarily performed by a secretary for
an association and as may be assigned to the Secretary from time to time
by the Board or Executive Committee.
6.6 The Administrator shall assist the Executive Committee in the performance of the
day-to-day activities of the Pool. The Administrator shall carry out all of the functions, duties
and obligations agreed to in writing between the Pool and the Administrator and shall perform
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such activities as may from time to time be prescribed by the Board or Executive Committee,
including but not limited to:
a) Prepare monthly reports to each Member on all claims filed and
pay -outs made for or on behalf of that Member;
b) Prepare a proposed annual administrative budget;
c) Make recommendations to the Executive Committee regarding
policy matters, procedures, and the creation of other Pool offices;
d) Attend each regular meeting of the Board, Executive Committee
and at such other times as requested to do so by the Board or Executive
Committee, to present a full report of the activities of the Administrator;
and
e) Make recommendations to the Executive Committee and Board
regarding insurance coverages, risk administration, allocations/charges to
Members and other fiscal matters affecting or affected by the operations
of the Pool.
6.7 The Chair, Vice -Chair and the Treasurer shall, before commencing their duties,
execute a bond with a surety company authorized to do business in the State of Illinois, as surety,
payable to the Pool and conditional upon the faithful discharge of their duties. The penalty of the
surety bond shall be in an amount established by the Executive Committee and shall be
increased or decreased from time to time whenever, in the judgment of the Executive Committee
such increase or decrease is deemed necessary. The form of these bonds shall be that commonly
used for treasurers or financial officials for local public entities and shall be paid for as an
administrative expense of the Pool.
ARTICLE VII
Account
7.1 Administration
The cost of administering the Pool shall be borne by each Member in direct proportion to
the pro rata share of insurance costs for coverages administered by the Pool for that Member or
17
on such other reasonable basis as may be determined appropriate by the Board and consistent
with this Agreement, including necessary and reasonable costs to operate the Pool. Whenever
Annual Contributions or other payments to the Account for administrative expenses shall be
based upon an estimate, each Member making such payments shall promptly receive a refund or
pay a deficiency when actual figures become available. It is contemplated that the Account will
contain a sufficient amount at all times to pay the administrative expenses of the Pool. The
Account shall be under the authority of the Treasurer. The Account(s) shall be held and invested
by the Treasurer consistent with Illinois law and statutes applicable to units of local government
and consistent with Board policy.
7.2 Administrative Expense
Administrative expenses of the Pool shall include both operating costs and costs to fund
the Loss Fund. These expenses shall be paid from the Account. Payments into the Account will
be developed and administered in the following manner:
a) At least 60 days prior to the start of each Program Year, the
Administrator or designated agent of the Pool will determine the amount
of total payments from all of the Members necessary to fund anticipated
expenses of the Pool. The factors to be considered in determining a
Member's annual payment shall include the following:
• property values;
• number of vehicles owned or covered;
• population;
• size and scope of activities;
• budget;
• claim or loss experience;
• payroll;
18
• a property appraisal provided when becoming a Member of the
Pool not more than five (5) years old and updated each five (5)
years thereafter while the Member participates in the Pool;
• premiums paid by the Pool, professional fees and expenses to
operate the Pool and miscellaneous expenses determined by the
Executive Committee to be necessary and reasonable to operate the
Pool; and
* such other information as may be reasonably needed and
customarily used in the insurance industry for the purpose of
evaluating the liability and loss protections for the Pool and
operations of the Pool, on a form to be provided by the
Administrator.
b) The Administrator shall recommend and the Executive Committee
shall determine how the total amount of anticipated expenses should be
allocated among the Members consistent with the pro-rata sharing of
expenses as set forth herein.
c) The Board, at least 30 days prior to the start of each Program Year,
shall approve the recommendations of the Executive Committee regarding
the determination of total anticipated expenses and the manner in which
such expenses shall be allocated among the Members.
d) The Account will be administered during the Program Year as a
single fund without regard to the level of expense for a particular
Member.
e) At the close of the Program Year, an accounting and any necessary
true up will take place to determine whether a particular Member has
received total coverage and paid all costs for such Member.
f) Expenses in excess of the predetermined costs will, as a result,
create a debit balance in the Account which will be taken into
consideration in the determination of a Member's annual payments for the
following Program Year, with short term deficits being made up over a
period of years or by, assessment as determined by the Board.
7.3 Supplementary Payments
If, during any Program Year, the funds on hand in the Account are insufficient to pay
expenses of administration of the Pool, the Pool shall require supplementary payment from all
Members. Such payment shall be made in the same proportion as prior payment during that year
19
to the Pool and shall be due from each Member upon receipt of notification of the amount by the
Administrator as approved by the Board.
7.4 Return of Surplus
In the event the Executive Committee recommends and the Board approves a return of
surplus money or to return a portion as refund from the Loss Fund for any given Program Year,
the amount of this return will be calculated based upon a pro-rata share of a Member's percent of
contribution as a whole to the Pool's Loss Fund in the stated year or years for which the surplus
return is applicable.
ARTICLE VIII
Plan of Coverages, Exclusions
8.1 A Member may annually determine to change its scope of optional Coverages or
adopt new or additional Coverages subject to the requirement to maintain certain mandatory
property, casualty and liability coverage, but such change or new or additional Coverages shall
not be binding on the Pool unless and until such change or new or additional Coverage(s) is
approved to by the Board. A Member may on an annual basis adopt, cancel or change one or
more coverages with the prior written approval of the Executive Committee which are to be
administered under this Agreement except such coverage that is mandatory for a Member.
Coverages that are mandatory are property, casualty and liability. The Administrator shall be
notified of any such change or new or additional Coverages at least thirty (30) days prior to its
effective date. It is the intent of the Pool to provide loss protection subject to any aggregate,
excess or other coverages as set forth in Appendix B which may be revised from time to time by
the Board and which shall not require a formal amendment to this Agreement. Such protection,
subject to all insurance policies which may be obtained, shall not provide self-insurance or other
protection for:
20
a) Acts committed by a Member or any of its covered officials,
employees, agents or personnel when acting outside the scope of their
duties or authority;
b) Punitive damages or punitive damage claims;
c) Actions against any Member seeking solely injunctive, declaratory
relief or administrative review;
d) Award of attorneys' fees to opposing counsel or party;
e) Lawsuit or claims arising solely as a result of the taxing authority
of a Member;
f) Actions based solely on a breach of contract between a Member
and third -parties, except personal injury which would otherwise be
covered under a Member's insurance coverage heretofore provided prior
to commencement of the Pool;
g) Criminal acts alleged against any elected, appointed or employed
person;
h) Claims arising out of labor, employee benefits or other
employment matter other than worker's compensation as may be
specifically included, and professional conduct only to the limited extent
as may from time to time be included in the protections set forth in
Appendix B;
i) Other matters as may be determined by the Board or Executive
Committee, or by insurance carriers providing Coverage to the Members.
ARTICLE IN
Purchase of Insurance
9.1 The Pool will cause to be purchased insurance from companies licensed and
approved by the Illinois Department of Insurance to conduct insurance business in Illinois in the
types and amounts required to meet the obligation and purpose of the Pool as established by this
Agreement or as approved by Board from time to time.
9.2 Membership in the Pool shall not preclude any Member from purchasing any
additional or optional insurance coverage in addition to that provided by the Pool. The Pool
21
shall, when requested, make its resources available to advise a Member of the types of additional
or different insurance coverage available to its Members.
ARTICLE X
Obligations of Members
10.1 The obligations of each Member shall be as follows:
a) To pay promptly all Annual Contributions and other payments to
the Pool for the Account at such times and in such amounts as are
established within the scope of this Agreement;
b) To select promptly a Representative to serve on the Board and any
successors to such Representative;
c) To cooperate fully with the Administrator, any insurance
consultant, claims administrator, the attorneys selected by or engaged by
the Executive Committee, auditors and any agent, employee, officer or
independent contractor of the Pool in any matter relating to the purpose
and business of the Pool;
d) To act promptly on all matters requiring approval by the Board and
to not withhold such approval unreasonably or arbitrarily;
e) To provide a physical property appraisal report not more than five
(5) years old prior to becoming a Member, and to provide an updated
physical property report every five (5) years after becoming a Member,
which report shall not be more than five (5) years old unless some other
period of time is required by a particular insurer providing property
coverage to the Pool and its Members; and
f) To assure that the Representative attends Board meetings, reviews
and oversees the Member's compliance with the Risk Management
Protocols and all obligations of the Member as set forth in this Agreement.
ARTICLE XI
Liabilitv of Board, Officers, Officials, Representatives
11.1 The Representatives, the officers and the officials of the Pool shall use ordinary
care and reasonable diligence in the exercise of their authority and in the performance of their
duties. They shall not be liable for any mistake or judgment or other action made, taken or
omitted by them in good faith; nor for any action made, taken or omitted by any agent, employee
22
or independent contractor selected with reasonable care, nor for loss incurred through investment
of Pool funds, or failure to invest in compliance with Illinois law. No Representative, officer or
official shall be personally liable for any action taken or omitted in the good faith performance of
their duties or activities on behalf of the Pool. No Representative shall be required to give a
bond or other security to guarantee the faithful performance of their duties hereunder except as
required by this Agreement or by law. The Account shall be used to defend and hold harmless
any Representative, officer or official of the Pool for actions taken by the Board or Executive
Committee or performed by the Representative, officer or official acting within the scope of their
authority. The Pool may purchase insurance providing similar coverage for Representatives,
officers and officials.
ARTICLE XII
Contractual Obligation
12.1 The obligations and responsibilities of the Members set forth in this Agreement
and all protocols and policies adopted, from time to time, by the Board or Executive Committee,
including the obligation to take no action inconsistent with this Agreement as originally written
or validly amended, shall remain a continuing obligation and responsibility of each Member.
This Agreement may be enforced in law or equity either by the Pool itself or by any Member.
The consideration for the duties imposed upon the Members by this Agreement is based upon the
mutual promises and agreements of the Members set forth herein and the advantages gained by
the Members through reduced administrative costs for the procurement of casualty, property,
employer liability, worker's compensation, general liability, risk management, professional
liability, group coverage and other protections. In the event that the Board institutes a legal
proceeding on behalf of the Pool against a Member to enforce any of the obligations and
responsibilities of the Member under this Agreement, and obtains a judgment against such
23
Member in such proceeding, the Board shall be entitled to payment of its reasonable attorney's
fees and costs in addition to any monetary, legal or equitable relief sought against the Member.
12.2 Except to the extent of the Annual Contributions or other financial contributions
to the Pool which each Member has agreed to make, no Member agrees by this Agreement to be
responsible for any claims of any kind against any other Member. The Members intend in the
creation of the Pool to establish an organization for joint administration of claims protection
within the scope as set forth in this Agreement only and do not intend to create between the
Members any relationship of partnership, surety, indemnification or liability for the debts of or
claims against another.
ARTICLE XIII
Expulsion of a Member
13.1 By a vote of two-thirds (2/3rds) of the Board, except the vote of the
Representative from the Member whose expulsion is being voted upon, the Board may expel any
Member from the Pool. Such expulsion, which shall take effect in the manner set out below,
may occur whenever a Member:
a) Fails or refuses to perform any obligation under this Agreement;
b) Fails or refuses to make payments and supplemental payments
when due to the Pool within forty-five (45) days of becoming a Member
or receiving notice of any payment due the Pool;
c) Activities by a Member found by the Executive Committee to be
detrimental to the purpose or operation of the Pool; or
d) Excessive claims that cause deficits or a detrimental impact on the
financial integrity of the Pool.
13.2 No Member may be expelled except after notice from the Pool of the alleged
failure and after a reasonable opportunity of not less than fifteen (15) days to cure the alleged
failure or refusal by the Member and after being given the opportunity thereafter to be heard
24
before the Executive Committee. Immediate suspension pending a hearing may be imposed in
the event the conduct of the Member is found by the Executive Committee to be a continuing
threat or detrimental to the Pool.
13.3 The Executive Committee shall set the date for such hearing, which shall not be
less than ten (10) days after expiration of the time to cure. The Executive Committee may
appoint a hearing officer to conduct such hearing who shall make a recommendation to the
Executive Committee based upon the hearing officer's findings of fact. If the hearing is
conducted by a hearing officer or by the full Executive Committee, the Member may file a
request for reconsideration of the expulsion by the Board which consideration shall not require a
further hearing and may be conducted by submission of the findings and recommendation of the
hearing officer and Executive Committee and any written submission by the Member. Such
request shall be in writing and addressed to the Chair and shall be served on the Chair within ten
(10) days of the decision to expel a Member. The decision to expel shall be final when approved
by the Board and the time for any reconsideration period has expired (herein "Expulsion Date").
An expelled Member may not re -apply for admission to the Pool for a minimum of three (3)
consecutive Program years following the Expulsion Date.
13.4 Following expulsion, the former Member shall continue to be fully liable for any
payment due to the Account and any other unfulfilled obligation for the entire Program Year as if
it was still a Member of the Pool.
13.5 The Pool shall have no obligation with respect to claims incurred or occurrences
that happen under the Coverage of an expelled Member after the Expulsion Date.
13.6 The obligation of the Pool to administer claims incurred under the Coverage of an
expelled Member prior to the Expulsion Date shall continue for such claims as may have been or
25
may be validly filed until their conclusion. Within sixty (60) days after the Expulsion Date, an
accounting of the funds and expenses owed, if any, by or owing to said Member as of the
Expulsion Date shall take place and any amount found to be owed by such expelled Member
shall be immediately paid into the Account by such Member within thirty (30) days of notice.
Any amount found to be owed to such Member, and all funds upon which a claim may be made,
shall be held by the Pool until all such claims or potential claims against the Member are
terminated. The Executive Committee shall provide a written statement to the Member through
the Administrator, outlining any potential costs for possible future deficits that may occur for the
years in which the Member participated in the Pool. The Pool shall have no responsibility
whatsoever for any claim or potential claim occurring subsequent to the Expulsion Date.
ARTICLE XIV
Withdrawal from the Pool
14.1 A Member joining the Pool shall be required to maintain its membership in the
Pool for an initial period of thirty-six (36) consecutive months or three (3) Program Years,
whichever is longer. Following the end of the second Program Year, notice to withdraw may be
given by a Member at the time and in the manner as set forth in this Agreement, or as authorized
by law. Such notice remains subject to the provisions of Section 16.1. If a Member withdraws
before the end of a Program Year, the Member remains responsible for its Annual Contribution
and its pro rata portion of any other obligations or liabilities for the entire Program Year.
14.2 Subject to Section 14.1, a Member may withdraw from the Pool only upon the
following terms:
a) Provide written notice to the Administrator or Chair of the Pool of
the Member's decision to withdraw;
26
b) Such notice is to be given to the Pool not less than One Hundred
Twenty day (120) days prior to the end of the then -current Program Year
of the Pool;
c) The Member shall have participated in the Pool for the minimum
period required by this Agreement;
d) The notice shall have attached thereto a true and correct copy of
the written resolution or written motion adopted by the governing body of
the Member authorizing the notice to withdraw. .
In no event shall such withdrawal be effective earlier than the close of the then current
Program Year of the Pool.
14.3 The rights and duties of the Pool and the withdrawing Member shall be the same
as those with respect to an expelled Member on and after the effective date of the withdrawal.
Notwithstanding the provisions of this Article XIV, the Executive Committee or Board may, by a
majority vote, excluding the vote of any withdrawing Member, shorten the period of time in
which the withdrawal shall become effective.
14.4 A Member that has given its notice to withdraw in full compliance with the
provisions of the Agreement may not withdraw the notice. In the event a Member wishes to
continue its participation in the Pool after the notice has been given to the Pool, such Member
shall re -apply to the Pool as a new member subject to all of the provisions of this Agreement. A
withdrawing Member may not re -apply for admission to the Pool for a minimum of three (3)
consecutive Program Years following the effective date of withdrawal.
ARTICLE XV
Termination of the Pool
15.1 The Pool shall terminate upon the occurrence of any following events:
a) A final determination by a Court of competent jurisdiction, after all
appeals have been exhausted or time for appeal has expired, that the Pool
is invalid or contrary to law;
27
b) The number of Members is not sufficient to support an insurance
loss fund at the self -insured retention level established for the Pool in the
amount as recommended by the Administrator and approved by the
Executive Committee for the Pool;
c) The Board votes to dissolve and terminate the Pool by a two-thirds
(2/3rds) vote.
15.2 Upon termination of the Pool, the rights and duties of the Pool to each Member
and the rights and duties of each Member to the Pool and to each other shall be the same as those
with respect to an expelled Member.
ARTICLE XVI
Miscellaneous
16.1 Notice.
Any notice required by this Agreement shall be in writing and shall be deemed to have
been given when deposited in a United States Post Office and sent by registered or certified mail,
postage prepaid, return receipt requested, and addressed as follows:
a) If to the Pool, addressed to:
The Chair of the Executive Committee at the address of the
Member where the Chair is an official or employed.
b) If to the Member, addressed to:
The Representative for the Member at the address provided
to the Pool by the Member or to the principal office of the
Member's administration/commission.
16.2 Admission of New Members.
The Member application shall be on a form prescribed by the Pool. Admission of new
members shall be decided pursuant to Board policy. A Member shall be required to remain in
the Pool for a minimum period of three (3) consecutive Program Years after admission subject to
the provisions of Article XIV unless the Pool is terminated prior to the expiration of such period.
28
Said three (3) year commitment is required regardless of the term of any protection provided
through the Pool and subject to all other provisions of this Agreement.
If a Member decides to participate in optional coverage protection offered by the Pool in
addition to the mandatory coverages such optional coverage shall also be for a minimum period
of three (3) consecutive Program Years commencing on the effective date of such coverage. No
optional coverage is available unless the Member participates in the mandatory coverages. The
inclusion of any additional coverage after the Member is admitted to the Pool shall extend the
period of mandatory participation in the mandatory coverages for the minimum period required
for the additional coverage.
16.3 Section Headings.
The section headings inserted in this Agreement are for convenience only and are not
intended to, and shall not be construed to limit, enlarge or affect the scope or intent of this
Agreement or the meaning of any provision hereof.
16.4 Applicable Law.
This Agreement shall be enforceable by or against a Member or the Pool solely in the
courts in Illinois having proper jurisdiction and venue of the parties. This Agreement shall be
construed solely under the applicable law of the State of Illinois.
16.5 Validity and Savings Clause.
In the event any provision of this Agreement shall be declared by a final judgment of a
court of competent jurisdiction to be unlawful, unconstitutional or invalid as applied to any
Member, the lawfulness, constitutionality or validity of the remainder of this Agreement shall
not be deemed affected thereby.
16.6 Counterparts.
29
This Agreement, and any amendments thereto, may be executed in any number or
separate counterparts on a form similar to Appendix C attached hereto which taken together
shall constitute a single instrument.
16.7 This Agreement shall be binding on each of the Members and any successor
Member thereof.
IN WITNESS WHEREOF, the Boards of each Member have caused this Agreement to
be executed by their fully authorized officers on a signature page for each Member in the form
attached hereto as of the date first above written.
The Remainder of This Page was Left Intentionally Blank.
30
1)
2)
3)
4)
5)
6)
APPENDIX A
List of Founding Members
W
APPENDIX B
Types of Insurance Coverages
Provided as of January 1, 2019
Coverages provided:
Property/Casualty
Flood
Earthquake
Inland Marine
General Liability
Public Officials' Errors and Omissions
Crime
Automobile Liability and Physical Damage
Boiler and Machinery
Worker's Compensation
L"
APPENDIX C
FORM OF SIGNATURE PAGE
IN WITNESS WHEREOF, the governing body of the local public entity listed below has
caused this Suburban Liability Insurance Pool Intergovernmental Agreement and Bylaws
effective January 1, 2019 to be executed by its fully authorized Officer as of the date listed
below.
(Print Full Legal Name of Member)
By:
Name: llcz,4a .UAn.XIcm
Title: ��A,v--
Date: 9 Zd lis
L
APPENDIX D
MEMBERS AS OF JANUARY 1, 2019
u