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R-02-09RESOLUTION NO. R -02 -09 AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT FOR PARTICIPATION IN THE GEOGRAPHIC INFORMATION SYSTEM (GIS) CONSORTIUM WHEREAS, the Village of Deerfield has met with members of the GIS Consortium to participate in the joint development of a geographic information system; and WHEREAS, membership has been extended to the Village of Deerfield to participate in the GIS Consortium; and WHEREAS, the President and Board of'Trustees of the Village of Deerfield have determined that it is in the best interest of the Village of Deerfield to join this organization to allow the preparation of a needs analysis to determine the feasibility of a GIS system for the Village. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of'its home rule powers, that membership in the GIS Consortium is hereby accepted. BE IT FURTHER RESOLVED, that Robert Franz, Village Manager is hereby designated as first director to the consortium, and Diane Mikula, Assistant to the Manager, and john Welch, Assistant Village Engineer, are hereby designated as alternate representatives for the Village. BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to sign an agreement, attached, providing for Village participation in the consortium. ADOP'h[:D this 6th day of May , 2002. AYES: Kayne, Ragona, NAYS: None (0) A13SEN'T': Seic A13S "PAIN: None APPROVED this A'1 "T'ES'h: Rosenthal, Swanson, Wylie (5) 1 /19199 - AGREEMENTS /GIS Consortium 2/2/99, 2/18/99, 3/4/99, 5/6/99 AGREEMENT FOR PARTICIPATION IN A GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM This Agreement is entered into this 6thday of May 2002, by and between the municipalities that have executed this Agreement pursuant to its terms (all municipalities are collectively referred to as "Parties "). WITNESSETH: WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 and Section 3 of the Illinois Intergovernmental 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 hereto with regard to the operation of a consortium to develop and share geographic information system information; WHEREAS, the Parties desire to limit their cost to develop a geographic information system for their community by participating in collective bargaining, group training, joint purchasing and development and innovation sharing; and WHEREAS, the Parties have researched the geographic information system service providers and find Municipal GIS Partners, Inc. to be the lowest responsible service provider; and NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: I. General Purpose The general purpose of this Agreement is to provide for an organization through which the parties may jointly and cooperatively procure professional services for the establishment, operation and maintenance of a geographic information systems for the use and benefit of the Parties. II. Construction and Definitions Section 1. The language in the text of this Agreement shall be interpreted in accordance with the following rules of construction: singular; A. The singular number includes the plural number, and the plural the B. The word "shall" is mandatory; the word "may" is permissive; and C. The masculine gender includes the feminine and neuter. Section 2. Whenever hereafter in this Agreement the following words and phrases are used, they shall, for the purposes of this Agreement, have the meanings respectively ascribed to them in this Section, except when the context otherwise indicates. (a) "GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM" or "GISCon" means the organization created pursuant to this Agreement. (b) "GIS" means geographic information system. (c) "BOARD" means the Board of Directors of GISCon, consisting of one director from each governmental unit which is a member of GISCon. (d) "CORPORATE AUTHORITIES" means the governing body of the member governmental unit. (e) "MEMBER" means a Governmental Unit which enters into this Agreement and is, at the time involved, a Party in good standing. (f) "UNIT OF LOCAL GOVERNMENT" or "GOVERNMENTAL UNIT" means and includes any city, village, park district, of other political subdivision of the State of Illinois or any department or agency of the state government, but shall not mean or include any school district. (g) "SOFTWARE" means computer programs, form designs, user manuals, data specifications and associated documentation. (h) "SERVICE PROVIDER" means the professional services firm that GISCon designates as the firm to establish, operate and maintain geographic information systems for the Members. For the initial term of the Agreement, Municipal GIS Partners, Inc. shall be the Service Provider. -2- III. Membership Section 1. Any governmental unit is eligible to be a member of GISCon. Section 2. A governmental unit desiring to be a member shall execute a counterpart of this Agreement and shall pay initial membership dues of ONE THOUSAND DOLLARS ($1,000.00) to the Treasurer of GISCon to offset the cost of the legal and administrative expenses of forming GISCon. Section 3. Members shall enter into a GIS service contract in form substantial as that set forth in Exhibit A attached hereto and duly made a part hereof with the Service Provider, Municipal GIS Partners, Inc.,' within six (6) months of signing this Agreement or within three (3) months of completion of the one time Needs Evaluation as offered by Municipal GIS Partners, Inc. (as referred to in Article III, Section 3(a) of this Agreement), whichever is later. Members shall be subject to the provisions of Article XIV. (See Exhibit A containing a suggested contract with Municipal GIS Partners, Inc.) Municipal GIS Partners, Inc. has offered at no cost the following for GISCon members: a. A reasonable one time Needs Evaluation to determine each Member's GIS short term and long term GIS needs. b. Program Advocacy from Municipal GIS Partners, Inc. This shall include a reasonable number of presentations to municipal boards and commissions in order to start up a member's GIS. Section 4. The Charter Members shall be those members who joined GISCon on or prior to June 1, 1999. Section 5. Governmental units joining GISCon after June 1, 1999 shall be admitted only upon the favorable vote of two- thirds of the members of the Board. The Board may impose conditions upon the admission of members other than the initial members. IV. Board of Directors Section 1. The governing body of GISCon shall be its Board of Directors. Each member shall be entitled to one director, who shall have one vote. Section 2. Each member shall also be entitled to one alternate director who shall be entitled to attend meetings of the Board and who may vote in the absence of the member's director. Section 3. Directors and alternate directors shall be appointed by the corporate authorities of each member. In order for GISCon to develop data processing and -3- management information systems which will be of maximum value to member governmental units, the members shall appoint, as their directors and alternates, their chief administrative officers or department head and employees with general management responsibilities. Directors and alternates shall serve without compensation from GISCon. Section 4. There shall be no voting by proxy, but all votes must be cast in person at board meetings by each director or his alternate. Section 5. Each director and alternate director shall be appointed to serve until his successor is appointed. Section 6. When the corporate authorities of a member appoints a director or an alternate director, it shall give notice of such appointment to GISCon in writing. Such notice shall include the mailing 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 bylaws of GISCon. Section 7. Any director or alternate director shall be subject to removal by the corporate authorities of the member appointing him, at any time, with or without cause. Section 8. The presence of a majority of the directors shall constitute a quorum of the Board to conduct the business of GISCon. Section 9. A vacancy on the Board shall be filled by the corporate authority of the member whose director position on the Board is vacant. Section 10. A director (or his alternate) shall not be eligible to vote on behalf of his governmental unit during the time that such governmental unit is in default on any contribution to GISCon or on any contract with it. During the existence of any default, the vote or votes of such governmental unit shall not be counted as eligible votes for the purposes of this Agreement. If a governmental unit remains in default for a period of more than 45 days on any billing from GISCon, the membership of such governmental unit automatically shall be terminated. Notwithstanding the foregoing, however, all outstanding financial obligations to GISCon shall not be terminated. V. Meetings — Election of Officers Section 1. Any governmental unit desiring to enter into this Agreement may do so by the duly authorized execution of a counterpart of this Agreement by its proper officers. Thereupon, the clerk or other corresponding officer of the governmental unit shall file a duly executed copy of the Agreement, together with a certified copy the authorizing -4- resolution or other action, with the City Manager of Highland Park. The resolution authorizing the execution of the Agreement shall also designate the first director and alternate for the member. This Agreement shall become effective when it has been authorized by at least TWO (2) governmental units and when executed counterparts from such governmental units, together with certified copies of the authorizing resolutions, have been duly filed as set forth herein. Within 30 days after the effective date of this Agreement, the City Manager of Highland Park or his designee shall call the first meeting of the Board, which shall be held not later than 15 days thereafter. Section 2. At the first meeting of the Board and in December of each odd numbered year after 1999, the Board shall elect from its directors a president, a vice- president, and a secretary- treasurer. Section 3. At the organizational meeting, or as soon thereafter as reasonably possible, the Board shall adopt bylaws governing its procedures. Such bylaws may be amended from time to time. Regular public meetings of the Board, however, shall be held at least annually. Section 4. Notice of regular meetings of the Board shall be given to the directors and alternates by the secretary of the Board at least 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 5. Special meetings of the Board may be called (a) by the president, (b) upon the written request of a majority of the directors. Five days' written notice of special meetings shall be given to the directors and alternates. Such notice shall include the agenda for the special meetings. VI. Powers and Duties of the Board Section 1. The powers and duties of the Board shall include the powers set forth in this Article. Section 2. It shall take such action as it deems necessary and appropriate to accomplish the general purposes of the organization in negotiating with a Service Provider to determine annual rates and usage levels for the members and other ancillary powers to administer GISCon. Section 3. It may establish and collect membership dues. Section 4. It may establish and collect charges for its services to members and to -5- others. Section 5. It may accept gifts, apply for and use grants or loans of money or other property from the state or any other governmental units or organizations and may enter into agreements required in connection therewith and may hold, use and dispose of such moneys or property in accordance with the terms of the gift, grant, loan or agreement related thereto. Section 6. It shall cause an annual financial accounting and report in writing to its members. Its books and records shall be available for and open to examination by its members at all reasonable times. Section 7. It shall establish the annual budget for the organization as provided in this Agreement. Section 8. It may exercise any other power necessary and incidental to the implementation of its powers and duties. VII. Officers Section 'l. The officers of the Board shall consist of a president, a vice - president, a secretary and a treasurer who shall be elected at the regular annual meeting of the board held in odd numbered years after 1999. New officers shall take office at the adjournment of the annual meeting of the Board at which they are elected. Upon vacancy occurring in any office, the Board shall fill such position until the next meeting of the Board. Section 2. A vacancy shall immediately occur in the office of any director upon his resignation, death, ceasing to be an employee of his member governmental unit, or upon his member governmental unit withdrawing from GISCon. Section 3. The president shall preside at all meetings of the Board. The vice - president shall act as president in the absence of the president. Section 4. The treasurer shall be responsible for the custody of all funds and for the keeping of all financial records of the organization. The municipality of the treasurer shall be deemed the custodian of GISCon funds. Section 5. The secretary shall be responsible for keeping a record of all of the proceedings of the Board and for such other matters as shall be delegated to him by the Board. Any persons may be engaged to perform such services under his supervision and direction, when authorized by the Board. M VIII. Financial Matters Section 1. The fiscal year of GISCon shall be .the calendar year. Section 2. An annual budget for the next fiscal year shall be adopted by the Board at the annual meeting in December of each year. Copies shall be mailed, promptly thereafter, to the chief administrative officer of each member. Such budget shall be deemed approved by the member unless, prior to February of the year involved, the member gives Notice to the GISCon secretary that it is withdrawing from GISCon. Section 3. The Board shall have authority to fix cost sharing charges for all members in an amount sufficient to provide the funds required by the budgets of GISCon. It shall provide the chief administrative officer of each member, on or before September 1 of each year, of the amount of such charges falling within classes 1 and 2, as such classes are set forth in Section 5 of this Article. Section 4. Billings for all charges shall be made by the Board and shall be due when rendered. Any member whose charges have not been paid within 45 days after billing shall 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 GISCon facilities or programs until such time as such member is no longer in default. Members in default shall be subject to the provisions of Article XIV. In the event that such charges have not been paid within 45 days of such billing, such defaulting member shall be deemed to have given, on such 45t" day, notice of withdrawal from membership. In the event of a bona fide dispute between the member and the Board as to the amount which is due an 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 hereinafter. Section 5. The charges of GISCon shall be divided, for cost sharing purposes, into two classes, to wit: (a) Class 1 Charges. These charges shall be made to reimburse any member's costs in establishing and administering GISCon, including legal fees and meeting expenses. Class 1 charges shall be paid out of annual membership dues. They shall be determined and approved annually by the Board. They shall not be retroactively applied to new members. (b) Class 2 Charges. These charges shall be made to cover the costs of joint -7- design and joint development of computer programs and systems and other joint capital costs, as approved by the Board. No Class 2 charges shall be made by the Board before December 1, 1999. Section 6. Nothing contained in the foregoing Section 5 shall prevent the Board from charging nonmembers for services rendered by GISCon, on such basis as the Board shall deem appropriate. Section 7. It is anticipated that certain members may be in a position to extend special financial assistance to GISCon in the form of grants. The Board may credit any such grants against any charges which the granting member would otherwise have to pay. 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 have been made or in the future may be made against one or more specified members. Section 8. Board funds may be expended by the Board in accordance with procedures established in the by -laws. GISCon funds to be held by the municipality of the Treasurer of the Board. All expenditures must be authorized by the Board. IX. Termination of Membership Section 1. Failure to enter into an agreement with the Service Provider within six months of GISCon's designation of the Service Provider shall result in the termination of membership. Designation of the initial Service Provider, Municipal GIS Partners, Inc., shall become effective at the time the second member executes this intergovernmental agreement. Section 2. 30 day notice will be given to a member that fails to enter into an agreement with the Service Provider. Upon the failure to enter into an agreement at the end of the thirty day notice period, its membership shall be terminated. Section 3. Upon termination of any member, the member shall be responsible for (1) all of its pro -rated share of any class 2 obligations; (2) its share of class 1 charges to the effective date of termination; and, (3) any contractual obligations it has separately incurred with GISCon. Section 4. A member terminated from membership at a time when such termination does not result in dissolution of GISCon, shall forfeit its claim to any assets of GISCon. Any terminated Member shall be subject to the provisions of Article XIV. X. Withdrawal -8- Section 1. Any member may at any time give written notice of withdrawal from GISCon. The nonpayment of charges as set forth herein, and the refusal or declination of any member to be bound by any obligation to GISCon shall also constitute notice of withdrawal. (a) Actual withdrawal shall not take effect for a period of 6 months from the date of such notification. (b) Upon effective withdrawal the withdrawing member shall continue to be responsible for (1) all of its pro -rated share of any unpaid class 2 obligations to the effective date of withdrawal; (2) its share of class 1 charges for a period on one year following the effective date of withdrawal; and (3) any contractual obligations it has separately incurred with GISCon. Section 2. A member withdrawing from membership at a time when such withdrawal does not result in dissolution of GISCon shall forfeit its claim to any assets of GISCon. Any Member that withdraws shall be subject to the provisions of Article XIV. XI. Dissolution Section 1. GISCon shall be dissolved whenever (a) a sufficient number of members withdraw from GISCon to reduce the total number of members to less than two (2) or (b) by two - thirds vote of all Directors. Section 2. In the event of dissolution, the Board shall determine the measures necessary to effect the dissolution and shall provide for the taking of such measures as promptly as circumstances permit and subject to the provisions of this Agreement. Section 3. Upon dissolution, after payment of all obligations the remaining assets of GISCon shall be distributed among the then existing members in proportion to their contributions to GISCon during the entire period of such member's membership, as determined by the Board, provided that computer software prepared for such members shall be available to them, subject to such reasonable rules and regulations as the Board shall determine. Section 4. If, upon dissolution, there is an organizational deficit, such deficit shall be charged to and paid by the members and former members on a pro -rata basis, based upon the class 1 and 2 charges incurred by such members and former members during the two years preceding the date of the vote to dissolve. Section 5. In the event of dissolution the following provisions shall govern the distribution of computer software owned by GISCon: -9- (a) All such software shall be an asset of the GISCon. (b) A member or former member may use (but may not authorize reuse by others) any software developed during its membership upon (1) paying any unpaid sums due GISCon, (2) paying the costs of taking such software, and (3) complying with reasonable rules and regulations of the Board relating to the taking and use of such software. Such rules and regulations may include a reasonable time within which such software must be taken by any member or former member desiring to do so. XII. 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 Highland Park: City Manager City of Highland Park 1707 St. Johns Avenue Highland Park, IL 60035 With a copy to the City Clerk If to Deerfield: Village Manager Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Each party shall have the right to designate other addresses for service of the aforesaid notices, provided notice of change of address is duly given as hereinabove provided. Section 2. The Parties certify hereby 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). XIII. Duration This agreement shall continue in effect indefinitely, until terminated in accordance -10- with its terms or until GISCon is dissolved. XIV. Member Software Usage Section 1. Any Member or former Member shall not: (a) Permit any other Parties to use, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the software; (b) Copy the software, unless part of normal backup procedures; (c) Sell, rent, lease, license, give away or grant a security interest in, or otherwise transfer rights to the software; or, (d) Remove any proprietary notices or labels on the software, without written permission from the Board. Section 2. In the event of default, withdrawal or termination of membership of a Member, said Member may use, under license granted by the Board, any software developed during its membership upon (a) paying any unpaid sums due GISCon and (b) paying any reasonable costs for licensing such software to the Board. XV. Service Provider Section 1. For continuity of service, the term of the any Service Provider shall be three (3) years from the date of appointment. The initial Service Provider's three (3) year term shall begin on the date that this Agreement has been executed. Section 2. At no time shall GISCon have more than one (1) Service Provider. Section 3. However, the Board, may at any time, by a majority vote name a new Service Provider, whose term shall begin forty -five (45) days from the date of the appointment of the new Service Provider. Section 4. Upon the Board's appointment of a new Service Provider, the current Service Provider shall be given notice of no less than thirty (30) days of the Board's appointment of a new Service Provider. Section 5. A Service Provider's term shall be renewed automatically for an additional three year term, unless the Board, by a majority vote, appoints a different Service Provider. In which case notice pursuant to Section 4 above shall be given to the sea Service Provider. XVI. Intellectual Property Section 1. Members agree that no assignments, licenses, sales, authorization of reuse by others, giveaways, transfer or any other grant of rights will be made to any third party without written permission from the Board. 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 protectable interests stemming therefrom, except those specifically provided herein. XVII. Execution of Agreement This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as GISCon 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. -12- IN WITNESS WHEREOF, the undersigned have caused this Agreement for the Creation of a Geographic. Information System Consortium to be executed in the Members respective name, and have caused this Agreement for the Creation of a Geographic Information System Consortium to be attested, all by their duly authorized officers and representatives, and have caused the Agreement for the Creation of a Geographic Information System Consortium to be dated this day of , 2002. VU WA ki ni-LL U Seal -13-