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R-19-04VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS RESOLUTION NO. R-19-4 A RESOLUTION AUTHORIZING THE APPROVAL OF AN INTERGOVERNMENTAL AGREEMENT ESTABLISHING A JOINT EMERGENCY TELEPHONE SYSTEM BOARD WHEREAS, the Village of Deerfield has previously created a Joint Emergency Telephone System Board with the Village of Bannockburn to provide for 9-1-1 service and the operation of a Public Safety Answering Point (PSAP) to the residents of the Village of Deerfield and the Village of Bannockburn; and WHEREAS, the Village of Lincolnshire previously operated its own Emergency Telephone System Board and contracted for dispatch service from the Village of Vernon Hills; and WHEREAS, the Village of Lincolnshire has determined to suspend the operation of its Emergency Telephone System Board and join with the Village of Deerfield and the Village of Bannockburn to establish the Deerfield, Bannockburn and Lincolnshire Joint Emergency Telephone System Board; and WHEREAS, joint emergency telephone system boards are authorized pursuant to the terms of Sections 15.4 and 15.4a of the Illinois Emergency Telephone System Act, 50 ILCS 750/1 et seq.; and DEERFIELD, VILLAGE / ETSB/911 issues / Resolution Approving Joint ETSB IGA - Deerfield /302957 WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 and the Intergovernmental Cooperation Act, 5 11 -CS 220/1 et seq. provide for intergovernmental cooperation between units of local government, including the power to contract or otherwise associate among themselves to obtain or share services and to exercise, combine, or transfer any power or function in any manner not prohibited by law or ordinance; and WHEREAS, the Village of Deerfield, the Village of Bannockburn and the Village of Lincolnshire have determined that it is in their mutual best interests, and in the furtherance of public health, safety, and welfare to enter into an Intergovernmental Agreement creating the Deerfield, Bannockburn and Lincolnshire Joint Emergency Telephone System Board. NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND THE BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS as follows: SECTION 1: The President and Village Clerk of the Village of Deerfield are hereby authorized and directed to respectively execute and attest a certain "Intergovernmental Agreement Establishing a Joint Emergency Telephone System Board with the Villages of Bannockburn and Lincolnshire" a copy of which is attached hereto as Exhibit A, for and on behalf of the Village of Deerfield. SECTION 2: That this Resolution shall be in full force and effect from and after its passage and approval as provided by law. DEERFIELD, VILLAGE / ETSB/911 issues / Resolution Approving Joint ETSB IGA - Deerfield /302957 PASSED this 19th day of February 2019. AYES: Benton, Jester, Oppenheim, Seiden, Shapiro, Struthers NAYS: None ABSENT: None ABSTAIN: None APPROVED this 20th day of ATTEST: �' 44�— Vililage Clerk February 2019. Village resident DEERFIELD, VILLAGE / ETSB/911 issues / Resolution Approving Joint ETSB IGA - Deerfield /302957 VILLAGE OF BANNOCKBURN RESOLUTION NO. 2019-R- Oq A RESOLUTION AUTHORIZING THE APPROVAL OF AN INTERGOVERNMENTAL AGREEMENT ESTABLISHING A JOINT EMERGENCY TELEPHONE SYSTEM BOARD WHEREAS, the Village of Bannockburn has previously created a Joint Emergency Telephone System Board with the Village of Deerfield to provide for 9-1-1 service and the operation of a Public Safety Answering Point (PSAP) to the residents of the Village of Bannockburn and the Village of Deerfield; and WHEREAS, the Village of Lincolnshire previously operated its own Emergency Telephone System Board and contracted for dispatch service from the Village of Vernon Hills; and WHEREAS, the Village of Lincolnshire has determined to suspend the operation of its Emergency Telephone System Board and join with the Village of Bannockburn and the Village of Deerfield to establish the Deerfield, Bannockburn and Lincolnshire Joint Emergency Telephone System Board; and WHEREAS, joint emergency telephone system boards are authorized pursuant to the terms of Sections 15.4 and 15.4a of the Illinois Emergency Telephone System Act, 50 ILCS 750/1 et seq.; and WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 and the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq. provide for intergovernmental cooperation between units of local government, including the power to contract or otherwise associate among themselves to obtain or share services and to exercise, combine, or transfer any power or function in any manner not prohibited by law or ordinance; and WHEREAS, the Village of Bannockburn, the Village of Deerfield and the Village of Lincolnshire have determined that it is in their mutual best interests, and in the furtherance of 2 public health, safety, and welfare to enter into an Intergovernmental Agreement creating the Deerfield, Bannockburn and Lincolnshire Joint Emergency Telephone System Board. NOW THEREFORE, BE IT RESOLVED, by the President and Board of Trustees of the Village of Bannockburn, County of Lake, State of Illinois, as follows: SECTION ONE: Recitals. The foregoing recitals are incorporated into and made a part of this Resolution as if fully set forth in this Section One. SECTION TWO: Authorization. The President and Village Clerk of the Village of Bannockburn are hereby authorized and directed to respectively execute and attest a certain "Intergovernmental Agreement Establishing a Joint Emergency Telephone System Board," in substantially the form attached hereto and made a part hereof as Exhibit "A", for and on behalf of the Village of Bannockburn. SECTION THREE: Effective Date. That this Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED THIS 11th day of February, 2019. AYES: f v1,—s NAYS:O ABSENT: f�-QA C C& 1-wxf� APPROVED THIS 11th day of February, 2019. Vi illage Pr sident IT: n W rf Cl rk 3 Exhibit A Intergovernmental Agreement Establishing a Joint Emergency Telephone System Board INTERGOVERNMENTAL AGREEMENT ESTABLISHING A JOINT EMERGENCY TELEPHONE SYSTEMS BOARD THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement') is made and entered into as of February 19, 2019 (the "Effective Date"), by and between the Village of Deerfield, an Illinois home rule municipal corporation (hereinafter, "Deerfield"), the Village of Bannockburn, an Illinois home rule municipal corporation (hereinafter, "Bannockburn"), and the Village of Lincolnshire, an Illinois home rule municipal corporation (hereinafter, "Lincolnshire"), (For convenience, Deerfield, Bannockburn, Lincolnshire, may be referred to individually as a "Party" and collectively as the "Parties.") RECITALS A. Deerfield operates a full service dispatch center from a facility located at 850 Waukegan Road, Deerfield, Illinois (the "Deerfield Communication Center"). B. The Deerfield Communication Center is a public safety answering point ("PSAP"), as defined in the Emergency Telephone Systems Act, 50 ILCS 750/0.01, et seq. (the "Act'). C. Bannockburn and Lincolnshire have each entered into intergovernmental agreements with Deerfield (collectively, the "Dispatch Service Agreements"), pursuant to which Deerfield provides dispatch services to each of those Parties. D. Each of Deerfield, Bannockburn and Lincolnshire either has an emergency telephone systems board, as defined in the Act, appointed by its corporate authorities or is a member of another Joint Emergency Telephone Systems Board. E. Section 15.4 of the Act authorizes any two or more municipalities, counties, or combinations thereof, to establish by intergovernmental agreement a joint emergency telephone system board, as defined therein. F. Moreover, Section 15.4a of the Act sets forth certain consolidation requirements to ensure, among other things, that no 9-1-1 Authority, as defined in the Act, serves a population of less than 25,000, and that any 9-1-1 Authority without a PSAP in its jurisdiction be consolidated through an intergovernmental agreement with an existing 9-1- 1 Authority that has a PSAP to create a joint emergency telephone systems board, G. Article VII, Section 10 of the Illinois Constitution of 1970 provides for intergovernmental cooperation between units of local government, including the power to contract or otherwise associate among themselves to obtain or share services and to exercise, combine, or transfer any power or function in any manner not prohibited by law or by ordinance. H. The Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., provides that any power or powers, privileges or authority exercised or which may be exercised by a unit of local government may be exercised and enjoyed jointly with any other unit of local government. 1 I. The Parties are units of local government, and Deerfield and Lincolnshire are home rule municipalities. J. Deerfield, Bannockburn and Lincolnshire desire to establish a new joint emergency telephone system board to comply with the consolidation requirements of Section 15.4a of the Act, as described above. K. Public Act 99-0006 created a uniform statewide surcharge and centralized collection and distribution of 9-1-1 surcharge revenues under the Illinois State Police ("ISP"), and provides that ISP will distribute surcharge revenues to joint emergency telephone system boards. L. The Parties have determined that it is their mutual best interests, and in furtherance of the public health, safety, and welfare, to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows: Section 1. Incorporation of Recitals. The foregoing recitals are material to this Agreement and are incorporated herein as if set forth in full. In the event of any ambiguity in the enforcement and implementation of this Agreement, it is the Parties' intent for the Agreement to be construed to most completely accomplish the purposes described in the foregoing recitals. Section 2. Dispatch Service Agreements. The Parties expressly acknowledge and agree that the Dispatch Service Agreements remain in full force and effect, and are not amended, modified, or superseded in any way by this Agreement. To the extent that there are any conflicts between the provisions of the Dispatch Service Agreements and this Agreement, the provisions of the Dispatch Service Agreements shall prevail. Section 3. Creation of JETSB. Effective May 1, 2019 (the "Commencement Date"), the Parties establish a joint emergency telephone system board (the "JETSB" or the "Board"), as defined in the Act. The organization and powers of the JETSB shall be as set forth both herein and in Section 15.4 of the Act. Pursuant to Section 15.4(e) of the Act, the corporate authorities of each Party shall rescind the ordinance or ordinances creating that Party's individual emergency telephone system boards or their current membership in another joint emergency telephone system board, effective upon the creation of the JETSB on the Commencement Date, subject to regulatory approval of the consolidation plan to which this Agreement pertains (the "Consolidation Plan") by the Statewide 9-1-1 Administrator. In the event the Consolidation Plan is not approved, the parties will work together to resubmit the Consolidation Plan for approval. Notwithstanding anything herein to the contrary, the Commencement Date shall not occur before the Consolidation Plan is approved by the Statewide 9-1-1 Administrator. Section 4. Board Composition. A. Each Party to this Agreement shall be represented by two members of the Board (each, a "Board Member"). Each Party's Board Member shall be designated by the governing board of each of the parties. One Board Member from each Party shall 2 represent such Party's public safety agencies, including but not limited to the police department, fire department or emergency medical services provider, and shall be appointed on the basis of their ability or experience. The other Board Member from each Party is permitted to be an elected or appointed official or an employee of such Party. At least one Board Member from Deerfield shall be a representative of the PSAP. B. Each Party may designate an alternate (each, an "Alternate") to attend regular and special Board meetings, with the same voting power as a Board Member, when a Board Member is incapable of attending. C. One additional member of the Board shall be a public member who is a resident of the local exchange service territory included in the 9-1-1 coverage area served by the JETSB. Each Party to this Agreement shall take turns appointing the public member, commencing in alphabetical order by Party name. The public member need not be a resident of the Party making the appointment so long as the public member is a resident of the 9-1-1 coverage area served by the JETSB. Each public member shall serve a three (3) year term. D. At the first meeting of the Board, the Board shall elect a Chairman from among its members, who shall preside over all Board meetings. The term of the first Chairman shall be for a one-year term, or until April 30, 2020, whichever occurs first. In each subsequent year, the Chairman will rotate through each of the Parties for a one-year term. In the absence of the Chairman at any meeting, the Board shall elect a temporary chair to preside over the meeting. E. At the first meeting of the Board in each fiscal year, the Board shall elect a Secretary from among its Members, who shall be responsible for keeping the Board's records and for taking minutes of all Board meetings. The term of the Secretary shall be one year. F. At the first meeting of the Board, the Board shall select which Board Members shall serve an initial term of 1, 2 or 3 years. Upon the expiration of each Board Member's initial term, the succeeding term shall be for three years. G. The JETSB's fiscal year shall be from May 1 to April 30. H. The Deerfield Finance Director, as ex officio Treasurer, shall act as the treasurer and FOIA compliance officer. The Treasurer shall not be a voting member of the Board nor count towards a quorum. Section 5. Board Powers. The powers of the JETSB shall be limited to the following: A. Maintaining control over the Fund, defined in Section 7 hereof, including: 1. Receiving monies from the surcharge imposed under Section 15.3 of the Act, or disbursed to it under Section 30 of the Act, and from any other source, for deposit into the Fund, as defined in Section 7, herein; and 2. Authorizing all disbursements from the Fund pursuant to Section 7 of this Agreement. B. Planning and maintaining the System (defined herein). On behalf of the Board, Deerfield shall exercise these powers pursuant to the Dispatch Service Agreements, including: 1. Planning a 9-1-1 system (the "System"); 2. Coordinating and supervising any implementation, upgrading, or maintenance of the System approved by the Board, including the establishment of equipment specifications and coding systems and maintenance of a Master Street Address Guide database that meets the requirements of Section 15.4(d) of the Act; 3. Hiring, on a temporary or permanent basis, any staff necessary for the implementation or upgrade of the System; 4. Contracting with telecommunications providers to service the System and reviewing and approving all Network Costs incurred in the provision of such services; and 5. Preparing all annual reports required to be provided to the Statewide 9-1-1 Administrator or any other government agency pursuant to the Act. C. Any other powers conferred upon it by the Act. Section Board Meetinas and FOIA A. The Board shall adopt an annual regular meeting schedule in accordance with the Open Meetings Act, 5 ILCS 120/1, et seq. (the "OMA"). B. Special meetings of the Board may be called by the Chairman or by Members representing a majority of a quorum of the Board. C. A majority of all Board Members then holding office shall constitute a quorum for the transaction of all business by the Board. D. All meetings of the JETSB shall comply with the requirements of the OMA. E. A simple majority vote of all Board Members present shall be required to pass any motion or resolution. F. Each Board Member shall be entitled to one vote on each matter of business considered by the Board. G. No Board Member shall be permitted to vote by proxy. 4 H. A Board Member shall be allowed to attend a meeting electronically and participate in such meetings, and exercise all rights and privileges of a Board Member, whenever the following criteria are satisfied: 1. A quorum of the Board is physically present for the meeting; 2. The Board Member has given notice to the Board Secretary at least 24 hours in advance of the meeting of the Board Member's absence and the reasons therefor; 3. The Board Member's absence is caused by (i) personal illness or disability; (ii) employment purposes or the business of Board or the Member's public body; or (iii) a family or other emergency; and 4. An audio and/or video conference is established which is capable of permitting all Members of the Board participating in the meeting to be heard by each other. When a Member participates in a meeting electronically, all votes shall be taken by roll call and the votes of each Member shall be recorded in the Board's minutes. I. The Board may adopt bylaws, rules for public comment and additional rules of procedure it deems appropriate for conducting business. J. Unless otherwise provided in rules of procedure adopted by the Board, Board meetings shall be conducted in accordance with the current edition of Robert's Rules of Order. K. All FOIA requests for the JETSB are to be submitted to the Treasurer. Section 7. Emergency Telephone System Fund and Distribution A. Effective on the Commencement Date, there shall be created an Emergency Telephone System Fund (hereafter the "Fund") into which all 9-1-1 surcharge revenues and reserve balances of the Parties' respective ETSB funds received by the Board shall be deposited. The Fund shall have a separate interest-bearing account. All interest accruing in the Fund shall remain in the Fund, until such time as it is disbursed, on a pro - rata basis, using month-end balances attributable to each Party, by resolution of the Board. B. No expenditures of 9-1-1 surcharge revenues may be made except upon direction of the Board. The Parties agree that at the Board's regular meetings, the Board will, in addition to any other business, consider Parties' requests for disbursements made in accordance with Section 7.D.4 hereof. C. The Parties agree that accounting of money deposited to and distributions made from the Fund shall occur as follows: ISP will distribute 9-1-1 surcharge revenues to the Fund in 5 exercised by a unit of local government may be exercised and enjoyed jointly with any other unit of local government. I. The Parties are units of local government, and Deerfield and Lincolnshire are home rule municipalities. J. Deerfield, Bannockburn and Lincolnshire desire to establish a new joint emergency telephone system board to comply with the consolidation requirements of Section 15.4a of the Act, as described above. K. Public Act 99-0006 created a uniform statewide surcharge and centralized collection and distribution of 9-1-1 surcharge revenues under the Illinois State Police ("ISP"), and provides that ISP will distribute surcharge revenues to joint emergency telephone system boards. L. The Parties have determined that it is their mutual best interests, and in furtherance of the public health, safety, and welfare, to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows: Section 1. Incorporation of Recitals. The foregoing recitals are material to this Agreement and are incorporated herein as if set forth in full. In the event of any ambiguity in the enforcement and implementation of this Agreement, it is the Parties' intent for the Agreement to be construed to most completely accomplish the purposes described in the foregoing recitals. Section 2. Dispatch Service Aareements. The Parties expressly acknowledge and agree that the Dispatch Service Agreements remain in full force and effect, and are not amended, modified, or superseded in any way by this Agreement. To the extent that there are any conflicts between the provisions of the Dispatch Service Agreements and this Agreement, the provisions of the Dispatch Service Agreements shall prevail. Section 3. Creation of JETSB. Effective May 1, 2019 (the "Commencement Date"), the Parties establish a joint emergency telephone system board (the "JETSB" or the "Board"), as defined in the Act. The organization and powers of the JETSB shall be as set forth both herein and in Section 15.4 of the Act. Pursuant to Section 15.4(e) of the Act, the corporate authorities of each Party shall rescind the ordinance or ordinances creating that Party's individual emergency telephone system boards or their current membership in another joint emergency telephone system board, effective upon the creation of the JETSB on the Commencement Date, subject to regulatory approval of the consolidation plan to which this Agreement pertains (the "Consolidation Plan") by the Statewide 9-1-1 Administrator. In the event the Consolidation Plan is not approved, the parties will work together to resubmit the Consolidation Plan for approval. Notwithstanding anything herein to the contrary, the Commencement Date shall not occur before the Consolidation Plan is approved by the Statewide 9-1-1 Administrator. 6 Section 4. Board Composition. A. Each Party to this Agreement shall be represented by two members of the Board (each, a "Board Member"). Each Party's Board Member shall be designated by the governing board of each of the parties. One Board Member from each Party shall represent such Party's public safety agencies, including but not limited to the police department, fire department or emergency medical services provider, and shall be appointed on the basis of their ability or experience. The other Board Member from each Party is permitted to be an elected or appointed official or an employee of such Party. At least one Board Member from Deerfield shall be a representative of the PSAP. B. Each Party may designate an alternate (each, an "Alternate") to attend regular and special Board meetings, with the same voting power as a Board Member, when a Board Member is incapable of attending. C. One additional member of the Board shall be a public member who is a resident of the local exchange service territory included in the 9-1-1 coverage area served by the JETSB. Each Party to this Agreement shall take turns appointing the public member, commencing in alphabetical order by Party name. The public member need not be a resident of the Party making the appointment so long as the public member is a resident of the 9-1-1 coverage area served by the JETSB. Each public member shall serve a three (3) year term. D. At the first meeting of the Board, the Board shall elect a Chairman from among its members, who shall preside over all Board meetings. The term of the first Chairman shall be for a one-year term, or until April 30, 2020, whichever occurs first. In each subsequent year, the Chairman will rotate through each of the Parties for a one- year term. In the absence of the Chairman at any meeting, the Board shall elect a temporary chair to preside over the meeting. E. At the first meeting of the Board in each fiscal year, the Board shall elect a Secretary from among its Members, who shall be responsible for keeping the Board's records and for taking minutes of all Board meetings. The term of the Secretary shall be one year. F. At the first meeting of the Board, the Board shall select which Board Members shall serve an initial term of 1, 2 or 3 years. Upon the expiration of each Board Member's initial term, the succeeding term shall be for three years. G. The JETSB's fiscal year shall be from May 1 to April 30. H. The Deerfield Finance Director, as ex officio Treasurer, shall act as the treasurer and FOIA compliance officer. The Treasurer shall not be a voting member of the Board nor count towards a quorum. Section 5. Board Powers. The powers of the JETSB shall be limited to the following: A. Maintaining control over the Fund, defined in Section 7 hereof, including: 7 1. Receiving monies from the surcharge imposed under Section 15.3 of the Act, or disbursed to it under Section 30 of the Act, and from any other source, for deposit into the Fund, as defined in Section 7, herein; and 2. Authorizing all disbursements from the Fund pursuant to Section 7 of this Agreement. B. Planning and maintaining the System (defined herein). On behalf of the Board, Deerfield shall exercise these powers pursuant to the Dispatch Service Agreements, including: 1. Planning a 9-1-1 system (the "System"); 2. Coordinating and supervising any implementation, upgrading, or maintenance of the System approved by the Board, including the establishment of equipment specifications and coding systems and maintenance of a Master Street Address Guide database that meets the requirements of Section 15.4(d) of the Act; 3. Hiring, on a temporary or permanent basis, any staff necessary for the implementation or upgrade of the System; 4. Contracting with telecommunications providers to service the System and reviewing and approving all Network Costs incurred in the provision of such services; and 5. Preparing all annual reports required to be provided to the Statewide 9-1-1 Administrator or any other government agency pursuant to the Act. C. Any other powers conferred upon it by the Act. Section 6. Board Meetinas and FOIA A. The Board shall adopt an annual regular meeting schedule in accordance with the Open Meetings Act, 5 ILCS 120/1, et seq. (the "OMA"). B. Special meetings of the Board may be called by the Chairman or by Members representing a majority of a quorum of the Board. C. A majority of all Board Members then holding office shall constitute a quorum for the transaction of all business by the Board. D. All meetings of the JETSB shall comply with the requirements of the OMA. E. A simple majority vote of all Board Members present shall be required to pass any motion or resolution. F. Each Board Member shall be entitled to one vote on each matter of business considered by the Board. G. No Board Member shall be permitted to vote by proxy. H. A Board Member shall be allowed to attend a meeting electronically and participate in such meetings, and exercise all rights and privileges of a Board Member, whenever the following criteria are satisfied: 1. A quorum of the Board is physically present for the meeting; 2. The Board Member has given notice to the Board Secretary at least 24 hours in advance of the meeting of the Board Member's absence and the reasons therefor; 3. The Board Member's absence is caused by (i) personal illness or disability; (ii) employment purposes or the business of Board or the Member's public body; or (iii) a family or other emergency; and 4. An audio and/or video conference is established which is capable of permitting all Members of the Board participating in the meeting to be heard by each other. When a Member participates in a meeting electronically, all votes shall be taken by roll call and the votes of each Member shall be recorded in the Board's minutes. I. The Board may adopt bylaws, rules for public comment and additional rules of procedure it deems appropriate for conducting business. J. Unless otherwise provided in rules of procedure adopted by the Board, Board meetings shall be conducted in accordance with the current edition of Robert's Rules of Order. K. All FOIA requests for the JETSB are to be submitted to the Treasurer. Section 7. Emergency Telephone System Fund and Distribution. A. Effective on the Commencement Date, there shall be created an Emergency Telephone System Fund (hereafter the "Fund") into which all 9-1-1 surcharge revenues and reserve balances of the Parties' respective ETSB funds received by the Board shall be deposited. The Fund shall have a separate interest- bearing account. All interest accruing in the Fund shall remain in the Fund, until such time as it is disbursed, on a pro -rata basis, using month-end balances attributable to each Party, by resolution of the Board. B. No expenditures of 9-1-1 surcharge revenues may be made except upon direction of the Board. The Parties agree that at the Board's regular meetings, the Board will, in addition to any other business, consider Parties' requests for disbursements made in accordance with Section 7.D.4 hereof. C. The Parties agree that accounting of money deposited to and distributions 9 made from the Fund shall occur as follows: 1. ISP will distribute 9-1-1 surcharge revenues to the Fund in accordance with the Act and any applicable administrative rules; 2. 9-1-1 surcharge revenues will be accounted for according to each Party's jurisdiction where the revenue was collected based on the funding level set forth in the Act, as the Act may be amended from time to time; 3. The Treasurer shall account for and report 9-1-1 surcharge revenues collected by the Board and attributed to each Party; 4. At any meeting of the Board, a Party may request approval from the Board to use 9-1-1 surcharge revenue in satisfaction of allowable expenditures under the Act ("Allowable Expenditures") for which the requesting Party has legally obligated itself as of the date of the disbursement request. No later than 5 business days prior to the Board meeting, a requesting Party shall submit to the Treasurer a certified statement detailing the nature and amounts of such Allowable Expenditures for which disbursement is sought, together with supporting documentation concerning such Allowable Expenditures ("Supporting Documentation"), the sufficiency of which shall be determined by the Treasurer. Such Supporting Documentation may include, without limitation, approved and executed contracts and/or purchase orders. The Board shall consider and act promptly upon all such requests properly submitted. 5. At its first meeting during any fiscal year, the Board may approve disbursements to each Party for Allowable Expenditures that constitute the applicable percentage of that year's annual amounts due under each Party's Dispatch Service Agreement. Such action shall authorize the Treasurer to disburse said amounts to each Party as surcharge revenues attributable to that Party are received and deposited in the Fund, without further action by the Board during that fiscal year, subject to Section 7.C.6, below. 6. No Party shall be entitled to receive any disbursement in excess of the balance held in the Fund that is attributable to that Party at the time of its request for disbursement. 7. Upon approval by the Board, the Treasurer shall execute approved disbursements from the Fund to each Party within 10 business days. 8. Moneys other than 9-1-1 surcharge revenues that are related to the operation of the System and properly received by the Board, including, but not limited to grant funds, shall be placed in the Fund and disbursed pursuant to direction of the Board. D. As of the Commencement Date, if a Party has a reserve balance of 9-1-1 surcharge revenues, or if that Party receives additional 9-1-1 surcharge revenues directly from the State of Illinois, or if that Party receives a disbursement upon withdrawing from another joint emergency telephone system board, that Party shall transfer such revenues into the Fund and such revenues will be recorded as attributable 10 to that Party. E. Each Party shall have the right to review the records and conduct, at its sole expense, an independent audit of the deposits into and expenditures from the Fund by the Board upon ten business days' notice. The Treasurer will take all commercially reasonable steps to cooperate and assist any Party seeking to conduct such a review or audit. If the Party's independent audit demonstrate that the Fund contains an error of greater than 5% of the balance attributable to such Party, the Board shall reimburse the Party for the costs of the audit. F. The Treasurer shall maintain detailed books and records related to consolidation grants and surcharge disbursements received and the use of those funds in accordance with applicable law and generally accepted accounting principles. The Treasurer shall maintain such books and records for a minimum of five years. All such books and records shall be available for review or audit by the Department of State Police, its representatives, the Illinois Auditor General, and other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. The Treasurer and the Board shall cooperate fully with any such review or audit. Section 8. Entry and Termination. A. Each municipality or county that becomes a party to this Agreement after the Effective Date hereof (each, a "Subsequent Party") shall be entitled to representation on the Board in the same manner as described in Section 4.A. of this Agreement. Each Subsequent Party shall rescind its ordinance or ordinances creating its individual emergency telephone system board, and shall eliminate such emergency telephone system board, upon becoming a Subsequent Party. Alternatively, each Subsequent Party shall rescind its ordinance or ordinances joining another joint emergency telephone system board and withdraw therefrom effective upon becoming a Subsequent Party. B. Any municipality or county wishing to become a Subsequent Party may make application for such status (each, a "Subsequent Party Application") to the JETSB. Any Subsequent Party Application shall include a copy of a resolution duly adopted by the corporate authorities of the applying entity expressing that entity's desire and intent to become a Subsequent Party and approving the same, subject to the approval of the JETSB. The JETSB shall review any Subsequent Party Application and determine, by vote of all Board Members then holding office, whether to admit the applying entity as a Subsequent Party. Each Party and Subsequent Party delegates to its respective Board Member the express authority to act on behalf of that Party or Subsequent Party in accordance with the provisions of this Section 8. C. As a condition to becoming a Subsequent Party, each Subsequent Party must enter into an agreement pursuant to which Deerfield shall provide dispatch services to that Subsequent Party, similar in form and scope to the Dispatch Service Agreements for the other Parties. D. Any Party or Subsequent Party may terminate its status as such and withdraw from the Board by providing written notice to the Treasurer identifying the joint 11 emergency telephone system board that such Party or Subsequent Party will join upon termination and withdrawal from the Board. The effective date of any Party's termination under this paragraph shall be the end of the fiscal year which occurs not less than twelve months after the date of notice of intent to withdraw. Notwithstanding the foregoing, if applicable law is amended such that the Parties' participation in a joint emergency telephone systems board is no longer required, then any Party may terminate its status as a Party and withdraw from the Board upon thirty (30) days written notice to the Treasurer, and without the need to identify any other joint emergency telephone systems board that it intends to join. E. Any Party or Subsequent Party that terminates its status and withdraws from the Board, shall, after the effective date of the withdrawal, receive a final distribution from the Fund in proportion to its remaining balance of funds in the Fund. Such distribution shall be made in accordance with Section 7 of this Agreement and any other Board rules and procedures with respect to Fund expenditures. F. Upon expiration or termination of any Party's Dispatch Service Agreement with Deerfield, the Board Shall, in its discretion and upon passage of a resolution, terminate that Party's participation in the JETSB. In that event, the termination of that Party's participation in the JETSB shall be effective upon 120 days written notice by the JETSB. Section 9. 9-1-1 Authority. The Parties acknowledge that Title 83, Parts 1325 and 1328 of the Illinois Administrative Code (the "Rules") sets forth standards of service applicable to 9-1-1 emergency systems and standards of service applicable to wireless 9-1-1 emergency systems. The Parties further acknowledge and agree that Deerfield shall perform the administrative functions of the "9-1-1 Authority" described in the Rules. For all other purposes, the Board shall serve as, and perform the functions of, the "9-1-1 Authority" as referenced elsewhere in the Rules. As additional consideration for Deerfield performing the administrative functions of the 9-1-1 Authority, the Board shall indemnify and hold Deerfield harmless and free from liability of any kind whatsoever arising from third party claims resulting from the acts or conduct of Deerfield, their agents, representatives and employees in the performance of the administrative functions of the 9-1-1 Authority, except to the extent caused by the Intentional or gross negligence acts or omissions of Deerfield, its agents, representatives, employees, officers and anyone for whom it may be held liable. The Parties agree that the indemnity described herein is not intended to apply to (a) claims by the Parties that Deerfield has breached this Agreement, or (b) the performance of dispatch services, which is addressed separately in the Dispatch Service Agreements. Nothing herein waives any immunities Deerfield may assert. Section 10. General Provisions. A. Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) personally, (ii) by a reputable overnight courier, or (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise provided in this Agreement, notices shall be deemed received after the first to occur of (a) the date of actual receipt; or (b) the date that is one (1) 12 business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (b) the date that is three (3) business days after deposit in the U.S. mail, as evidenced by a return receipt. Notices to the Parties and to the Treasurer shall be addressed as follows: Parties: Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Attention: Village Manager With a copy to: John Kelly Ottsen, Britz, Kelly, Cooper, Gilbert & DiNolfo, Ltd 1804 North Naper Boulevard, Suite 350 Naperville, IL 60563 Village of Bannockburn 2275 Telegraph Road Bannockburn, Illinois 60015 Attention: Village Manager With copy to: Victor P. Filippini, Jr. Filippini Law Firm 990 Grove Street, Suite 220 Evanston, Illinois 60201 Village of Lincolnshire One Olde Half Day Road Lincolnshire, IL 60069 Attention: Village Manager With a copy to: Adam B. Simon Ancel, Glink, Diamond, Bush, DiCianni & Krafthefer, P.C. 175 E. Hawthorn Parkway, Suite 145 Vernon Hills, IL 60061 Treasurer: Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Attn: Finance Director 13 B. Time of the Essence. Time is of the essence in the performance of this Agreement. C. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Illinois. Venue for any disputes arising under this Agreement shall lie exclusively in the Circuit Court of Lake County, Illinois. D. Severability. It is hereby expressed to be the intent of the Parties that should any provision, covenant, agreement, or portion of this Agreement or its application to any person or property be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement shall not be impaired thereby, but the remaining provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by law. E. Amendments and Modifications. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved and executed by all Parties. F. Changes in Laws. Unless otherwise provided in this Agreement, any reference to laws, statutes, ordinances, rules, or regulations shall be deemed to include any modifications of, or amendments to, such laws, statutes, ordinances, rules, or regulations that may occur in the future, except to the extent such amendment may frustrate the essential purpose of this Agreement. G. Authority to Execute. Each Party hereby warrants and represents to the other Parties that the persons executing this Agreement on its behalf have been properly authorized to do so by the corporate authorities of such Party. H. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person shall be made, or be valid, against the Parties. I. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument. J. Effective Date. The Effective Date of this Agreement shall be May 1, 2017. [Signature page follows.] 14 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below. VILLAGE OF DEERFIELD VILLAGE OF BANNOCKBURN Bye By J� Village President/Village Pre ent Attest Attest Villa6e Clerk Date -z- 19—/ 7 Date VILLAGE OF LINCOLNSHIRE ._.�.M*or��B1and"t Attest 6 aA t,2xa:4u�a� Village Date-