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HomeMy WebLinkAboutRESOLUTION - 70-74 - 8/27/1974 - CENTRAL DISPATCH AGREEMENT RESOLUTION NO. 70-74 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO SIGN .A CENTRAL DISPATCH SYSTEMS VENTURE AGREEMENT NOW, THEREFORE , BE IT RESOLVED by the President and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois: Section 1 : That the Village President be and is hereby authorized to sign the attached document entitled, CENTRAL DISPATCH SYSTEMS VENTURE AGREEMENT, which agreement shall regulate the Central Dispatch System participated in by the Villages of Mount Prospect, Arlington Heights, Elk Grove Village and Buffalo Grove, Illinois, a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Village President. Section 2: That said agreement shall be binding upon the signatories thereto and upon their successor municipal authorities for the periods of time set forth therein. Section 3: That this resolution shall be in full force and effect from and after its passage and approval according to law. PASSED this 27th day of August 1974. APPROVED this 27th_day of Au ust 1974. 'Village Pr den ATTEST; Village Clerk CENTRAL DISPATCHING SYSTEMS VENTURE AGREEMENT THIS AGREEMENT, entered into on the effective date hereinafter set forth, by and between the local governments signatory hereto ( and also those which may hereafter become signatory hereto) : WITNESSETH: WHEREAS, the signatories hereto have determined that there is a need by local governments within Northwestern Cook County, Illinois of a centralized police dispatching system; and WHEREAS, it has been determined by such signatories that central dispatching is of value on an individual and mutual basis; and WHEREAS, the cost of providing and maintaining a central dispatching system is probably excessive for any one of such signatories; and WHEREAS, a centralized police dispatching system can adequately serve the needs of all such signatories; and WHEREAS, Article VII , Section 10 of the 1970 Constitution of the State of Illinois authorizes joint exercise by two or more local governments of any power common to them; and WHEREAS, it is the desire of the signatories hereto to jointly provide for and maintain a central dispatching system for their mutual advantage and concern: NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL ADVAN- TAGES TO BE DERIVED THEREFROM AND IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1 . Venture Established. Pursuant to the joint powers authorization of the Illinois Constitution, the undersigned do hereby federate together in a co-oper- ative venture for the joint and mutual operation of a centralized communications system, to be known as "Northwest Central Dispatching" (Hereinafter designated as CDS) which shall consist of all the local governments which may hereafter become signatory hereto) . 2. By-Laws . CDS shall be subject to and shall be governed by these certain By-Laws, a copy of which is attached hereto as Exhibit "A" and by this reference made a part of this Agreement , together with any amendments which may be made to said By-Laws in the manner and means therein set forth. 3. CDS Participation. Each participating local government to this Central Dispatching System (and each local government which may hereafter sign after approval as required by the By-Laws, provided such local governments are eligible to participate pursuant to said By-Laws) is a member of CDS and is entitled to - 1 - the rights and privileges and is subject to the obligations of membership, all as provided in said By-Laws. 4. Termination. Any party to this Agreement may cease to be a party hereto and may withdraw from participation in COS in the manner and means set forth in said By-Laws. 5. Powers of the System. CDS shall have the power in its own name, to make and enter into contracts, to employ agents and employees, to acquire, hold and dispose of property, real and personal , and to incur debts, liabilities or obligations necessary for the accomplishment of its purposes, but not such contract, employment,purchase, debt, liability or obligations shall be binding upon or obligate any member except as authorized by the attached By-Laws. CDS shall not have the power of eminent domain or the power to levy taxes. 6. Amendment. This agreement may not be amended, except by written agree- ment and resolution of all the then parties to it. However, the By-Laws attached hereto as Exhibit"A" may be amended from time to time by the method and means provided herein, provided such amendments do not conflict with the terms set forth in this agreement exclusive of said Exhibit "A". 7. Duration. This Agreement and CDS shall continue in effect until res- cinded by unanimous consent of the then parties or until terminated in the manner provided in said By-Laws. Upon such termination, the assets remaining shall be disposed of in the manner set forth in said By-Laws. 8. Enforcement. Each member shall have the right to enforce this Agreement against any other member. If suit its necessary therefor, a defaulting member shall pay reasonable attorney' s fees to CDS as adjudicated by the Court. 9. Authorization. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of a suitable ordinance or resolution auth- orizing and directing the execution of this Agreement. 10. Effective Date. This agreement shall become effective when signed by all of the respective representative's of the Village of Arlington heights, Village of Elk Grove Village, Village of Mount Prospect, and the Village of Buffalo Grove. IN WITNESS WHEREOF, the undersigned local governments have set their signaturres on the respective dates set forth below. This document may be signed in duplicate originals. 2 - VILLAGEARLINGTON HEIGHTS ATTEST: DATE: I7 cc' iL / %7 r 7 VILLAY�/ ( JLGR8 .VIL .BY � ATTEST: DATE: VILLAGE OF MO NT PROSP CST BY / ./ ATTEST: It X- - DATE: VILLAGE OF BUFFALO GROVE BY: ATTEST: DATE: - 3 - ARTICLE 111 PARTICIPATION A. All municipalities located within the Northwestern Cook County, Illinois and having common boundaries with the Villages of Arlington Heights, Elk Grove Village, Mount Prospect and Buffalo Grove are eligible for membership in this venture,(provided the parties to the existing Venture agree and all parties sign a new Venture Agreement./) B. Membership shall be Contingent upon the execution of the Central Dispatching Systems Venture Agreement creating and establishing this Venture, the payment of each such municipality of a fee to be determined and agreed upon and such conditions as may be determined from time to time by the Board of Directors. C. Upon becoming a member, all new members shall become subject to all existing debts and liabilities of CDS to the same extent as all other members. ARTICLE IV BOARD OF DIRECTORS A. There is hereby established, for this Venture, a Board of Directors which shall consist of the Mayor or President of each member municipality, or the Manager, if designated by the Mayor or President. At its annual meeting, the Board of Directors shall select one of its members to serve as Chairman of the Board until the next annual meeting. The Chairmanship of the Board of Directors shall rotate annually in a fixed sequence among the members. B. The Board of Directors shall determine general policy of the Venture, and shall have the responsibility for the hiring of auditors. , approval of amendments to the By-Laws, approval of the acceptance of new members, and approval of the annual budget of CDS. C. Each municipality that is a member of this Venture shall be entitled to one seat on the Board of Directors and shall be entitled to one vote thereon. Such one vote may be cast only by the Mayor or President in physical attendance (Or by the designated Manager) . No proxy votes or absentee voting shall be permitted, except as provided in these By-Laws. D. A Mayor or President, or Manager shall serve until a successor is appointed by the appointing powers, except if such Mayor or President or Manager ceases to be an officer of the member government appointing such officer, such seat shall be vacant until a successor is appointed by the participating govern- ment. - 5 - EXHIBIT "A" BY-LAWS NORTHWEST CENTRAL DISPATCH SYSTEM ARTICLE I PURPOSE The NORTHWEST CENTRAL DISPATCH SYSTEM (CDS) is a co-operative venture voluntarily established by its members pursuant to Article V11 , Section 10 of the 1970 Constitution of the State of Illinois for the purpose of providing the hardware, software, services and other items necessary and appropriate for the establishment, operation and maintenance of a joint police communications system for the mutual benefit of the members of the venture, to provide such services on a contract basis to other governmental units , and to provide a forum for discussion, study, development and implementation of recommendations of mutual interest regarding communications, information systems, utility billing and statistical matters within Northwestern Cook County Illinois Region. CDS is sometimes hereinafter referred to as the"venture". ARTICLE II POWERS The powers of CDS include, but are not limited to the following: a) to enter into contracts, including for the performance of services to other governmental units; b) to employ agents and employees: c) to acquire, lease, hold and dispose of property, real and personal ; d) to incur debts, liabilities or obligations; e) the acquisition or lease of a site; f) the purchase or lease of the equipment and machinery necessary; g) the employment of .the necessary personnel and the operation and maintenance of a system for the handling of the data processing and statistical information of the members; and h) all powers necessary and incidental to carrying out the purposes set forth in Article I of these By-Laws. - 4 - E, The Board of Directors may establish rules governing its own conduct and procedure and have such express or implied authority as is not inconsistent with or contrary to the laws of the State of Illinois, these By-Laws or this Agreement. F. Except for an amendment to the By-Laws, a quorum for the transaction of all business by such Board of Directors shall consist of a majority of the membership. G. No one serving on the Board of Directors shall receive any salary or compensation from the Venture. ARTICLE V BOARD OF DIRECTORS MEETINGS A. Regular meetings of the Board of Directors shall be held twice a year. The annual meeting shall be held in the month of 'February and shall const- itute a regular meeting under these By-Laws. A regular meeting shall also be held in October. Special meetings of the; Board of Directors may be called by its Chairman, or by the Executive Committee upon its own motion or shall be called by the Executive Committee upon written request by any two of its members. Ten days written notice of special meetings shall be given to the official representatives of each member government and an agenda specifying the subject of such special meeting shall accompany such notice. Business conducted at said special meetings shall be limited to those items specified in the agenda. B. The time, date and location of regular and special meetings of the Board of Directors shall be determined by the Chairman of the Board of Directors. C. Notice of the regular meeting of the Board of Directors shall be given to the Mayor, President and/or Manager of each member government at least thirty (30) days prior to such meeting, and an agenda for such meeting shall accompany the notice; however, such meetings reed not be limited to the matters set forth in such agenda. D. To the extent not contrary to these By-Laws, Robert ' s Rules of Order shall govern all meetings of the Board of Directors. - 6 - ARTICLE VI BOARD OF DIRECTORS VOTING A. Each member government shall have one vote, to be cast by the Mayor or President or Manager as provided herein. Voting shall be conducted by roll call vote. In the case of a tie, the Chairman of the Board of Directors shall cast a second and deciding vote. B. A quorum shall consist of a majority of the members of the Board of Directors. A majority of the quorum shall be necessary to conduct any business of the Board of Directors. ARTICLE VII EXECUTIVE COMMITTEE A, There shall be and is hereby established an Executive Committee of the Venture, which shall be organized and shall be responsible for functions as here- inafter set forth. B. Each local government that is a member of this Venture shall be entitled to one seat on the Executive Committee and shall be entitled to one vote thereon. Such one vote may be cast only by the official representative to the Committee in physical attendance (or by the designated first alternate, if such official rep- resentative is absent) . No proxy votes or absentee voting shall be permitted, except as provided in these By-Laws. C. The daily operations of the Venture shall be conducted under the direction and supervision of the Executive Committee, subject to the policy limitations established by the Board of Directors from time to time. Except as specifically excepted herein, no contract or other obligation of this Venture shall be binding unless approved or ratified by the Executive Committee. D. The Chief of Police of each municipality shall be that municipality's delegate to the Executive Committee. E. The Chief of Police of each member government may designate in writing to CDS a first alternate who may serve on the Executive Committee in the absence of the Chief of Police. Only the Chief of Police or designated first alternate may represent a participating municipality on the Executive Committee. F. The Committee may establish rules for its own procedures and have such express or implied authority as is not inconsistent with or contrary to the State of Illinois, these By-Laws or the Central Dispatching Systems Venture Agreement. A quorum for the transaction of all business by the Executive Committee shall consist of a majority of the ranking officers or designated first alternates of each of the municipalities participating. 7 - G. Regular meetings of the Executive Committee shall be held as required but no less than twelve times per year. Special meetings of the Executive Committee may be called by its Chairman, or by the Executive Committee upon its own motion, or shall be called by the Chairman upon written request of two Chiefs of Police. The time, date and location of regular and special meetings of the Executive Committee shall be determined by the Chairman of the Executive Committee. H. The Executive Committee Chairman shall be the same person as the President of the Venture and shall :serve a one (1) year term co-incidental to his office as President. The Chairman shall be responsible for administrative matters and shall serve as the liaison between the Board of Directors, Executive Committee, and operating personnel . I . The Executive Committee shall make all day-to-day administrative decisions concerning personnel (including the hiring and firing of all personnel other than auditor) , development efforts, operations, cost-sharing, expenditure approval , and utilization of personnel and equipment. J. The Executive Committee shall have the authority to contract with other governmental bodies for use on CDS facilities, equipment, and programs and to establish appropriate charge therefore, subject to policies determined by the Board of Directors. K. The quorum for the transaction of business of such Executive Committee shall be a simple majority of the said Executive Committee. L. The Executive Committee shall have the following duties: 1) Subject to the policies established by the Board of Directors, and within the limits fixed by an approved budget, the Executive Committee shall conduct the daily operating affairs of the Venture; provided that no obligation exceeding the amount of the approved budget shall be incurred by such Executive Committee, without the consent of the Board of Directors. 2) The Central Dispatching System Director shall prepare for the Executive Committee the proposed annual budget. Following approval thereof by the Executive Committee, the proposed budget shall be submitted to the Board of Directors at least thirty (30) days before the October meeting. After adoption of the annual budget by the Board of Directors, the Executive Comm- ittee,shall control all expenditures in accordance with such budget, a) The Treasurer of the Board of Directors shall have the power to transfer funds (not to exceed $5,000.00 for any single purpose) within the total budget amount in order to meet unanticipated needs or to meet changed situations. Such action shall be reported to the Board of Directors at their next regular meeting; and b) At each regular meeting of the Board of Directors, the Executive Committee shall report budget and financial transactions since the previous regular meeting, M. The Executive Committee shall present a full report of its activities at each regular meeting of the Board of Directors. N. The Executive Committee shall (as provided by approved budget) have the authority to hire, fix the salary of, and remove the Manager/Director of the Central Dispatching System Venture. 0. The Executive Committee shall be responsible for carrying out the policy decisions made by the Board of Directors. P. Members of the Executive Committee shall serve without compensation for their services to the Venture. ARTICLE VIII VENTURE OFFICERS A. Officers of CDS shall consist of a President, a Vice-President, a Treasurer, and a Secretary. With the exception of the Treasurer, all officers shall be elected by the Executive Committee and shall be selected from among the Chiefs of Police serving on the Executive Committee. The Treasurer shall be selected from among the Finance Officers serving the member municipalities. B. Officers shall be elected annually for the fiscal year and shall serve a one year term rotating through the positions in a fixed sequence in the order of Secretary, Vice-President and President, New officars shall take office at the adjournment of the annual meeting of the Board of Directors. C. A vacancy shall immediately occur in the office of any officer upon the resignation or death of such person holding such office or upon his ceasing to be an officer or employee of any member government. Upon a vacancy occurring in the office, the Board of Directors may appoint a successor to fill the vacancy until the member municipality represented by the officer assigns a new Chief of Police to represent the municipality. The rotation of officers may be advanced one year before the vacancy has been filled if the Executive Committee finds this advisable. - 9 - D. Any officer or agent hired by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Venture would be served thereby. E. The President shall be the principal executive officer of the Venture and shall in general supervise and control all of the business and affairs of the Venture. He may sign, with the Secretary or any other proper officer of the Venture thereunto authorized by the Board of Directors, any instruments which the Board of Directors has authorized to be executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. F. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the re- strictions upon the President G. The Treasurer shall give a bond in the amount of $50,000.00 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. He shall : (a) have charge and custody of and be responsible for all funds and securities of the Venture; receive and give receipts for monies due and payable to the Venture from any source whatsoever, and deposit all such monies in the name of the Venture in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. H. The Secretary shall : (a) keep the minutes of the Board of Directors ' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the records of the Venture; (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. I . Officers shall serve without compensation from the Venture. ARTICLE IX EXECUTIVE COMMITTEE VOTING A. Each member government shall have one vote, to be cast by the Chief of Police or the designated first alternate as provided herein. Voting shall be conducted by roll call vote. In the case of a tie, the Chairman of the Executive Committee shall cast a second and deciding vote. ARTICLE X FINANCES A. The fiscal year of the Venture shall end on April 30. B. An annual budget shall be adopted by the Board of Directors at the meeting held in October of each year; copies shall be mailed immediately to the Clerk and Chief Administrative Officer of each participating municipality. C. The Executive Committee shall have the authority to fix cost-sharing charges for all participants in the Venture in an amount sufficient to provide the funds required by the budgets. Any participating municipality whose charges have not been paid within sixty (60) days atter billing shall not be entitled to further voting privileges, nor to hold any office, nor to use CDS equipment, until such time as such charges have been paid. The amount of each participant's charges shall be determined in accordance with paragraph (d) following, and shall be limited as set forth in paragraph (E) following. D. It is proposed that the activities of the Venture shall be divided for cost-sharing purposes into two classes: 1) Class One, being all costs for personnel hiring, training and fringe benefits; and 2) Class Two, being the cost of facility operations, equipment and supplies, maintenance costs , and capital costs. 3) All cost-sharing will be pro-rated according to the municipalities last official census, among the participating municipalities be- ginning with the stare: of the next fiscal year after such official census. E. Each member shall take all required actions to authorize the funds necessary to meet its obligations under these By-Laws. Certified copies of the appropriation/budget, and levy ordinance of each participating municipality showing such items shall be delivered to the Board of Directors within thirty (30) days of the passage of each of said ordinances. - 11 - F, Each local government shall advance the sum of $ to the CDS upon the signing of this Agreement. These funds shall be used as working capital . Periodic payments shall be made to CDS based upon the cost- sharing formula specified in Section (D) . ARTICLE XI AUDIT A. The Board of Directors shall call for an annual audit of the financial affairs of the Venture, to be made by a Certified Public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles. The annual report shall be delivered to each member. ARTICLE XII CENTRAL DISPATCHING SYSTEM A. The Central Dispatching System Director shall perform such duties as shall be delegated by the Executive Committee. B. The Manager of the Central Dispatching System shall attend all Executive Committee meetings and give advice on technical matters. The Manager of the Central Dispatching System Venture shall have no vote. ARTICLE XIII WITHDRAWAL, TERMINATION AND DISSOLUTION A. Any participating municipality may at any time after the third year of this Agreement, give written notice of withdrawal from the venture. The non- payment of cost-sharing charges as set forth herein, and the refusal or declination of any member to be bound by any obligation of the Board of Directors and Executive Committee shall constitute notice of withdrawal . B. Upon any such withdrawal : 1 ) Withdrawal shall not take effect for a period of one (1) year from date of such notification; 2) Upon withdrawal , the withdrawing member shall continue to be responsible: a) For 100% of its pro-rata share of any unpaid "Class One" obligations; b) For its share of "Class Two" charges to date of withdrawal ; C) For any contractual obligations it has separately signed with CDS; d) If withdrawal results in termination of this Agreement, then the withdrawing municipality shall participate in the termination of this contract as set forth in Article XIII , C of this contract. i2 _ :Ltiv e) For a proportionate share of any fixed obligation existing on the date of the notice of withdrawal . The proportionate share shall be determined by dividing the number of parti- cipating municipalities into the amount of the existing fixed obligations. C. On withdrawal of municipalities so as to reduce the number of con- tinuing participants to less than the original number of participating municipalities, or upon the action of a majority of participating municipalities to dissolve, then this Agreement and such venture shall be terminated and dissolved. Upon such termination and dissolution, (and after payment of all debts) all indi- vidual files and documentation shall be distributed to their owners without charge or offset. The remaining assets or liabilities of the venture shall be distributed among the municipalities who had participated in the venture within the one (1) year period prior to such mandatory dissolution, in proportion to their respective "Class Two" payments for the preceding three (3) years. D. No municipality being a party to the Central Dispatching Systems Agree- ment may withdraw for a period of three (3) years from the date of the initial signing of said Agreement. ARTICLE XIV LIABILITY AND PROPERTY A. Except as otherwise provided by individual contracts, all participating municipalities in the venture shall be jointly and severally liable for the debts and liabilities of CDS. Each participant indemnifies and holds harmless the other parties for any loss, cost or expense that may be imposed upon such other party in excess of its proportionate liability. B. All property acquired by t'ne venture shall be ovmed in common by the parties to the Central Dispatching Systems Agreement, in equal shares, unless other wise determined in writing by all the parties. ARTICLE XV CONTRACTS, LOANS, CHECKS AND DEPOSITS A. The Board of Directors may authorize any officer or officers, agent or agents , to enter into any contract or execute and deliver any instrument in the name of and on behalf of the venture, and such authority may be general or confined to specific instances. - 13 - B. No loans shall be contracted on behalf of the venture and no evidences of indebtness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. C. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtness issued in the name of the venture, shall be signed by such officer or officers, agent or agents of the venture and in such manner as shall from time to time be determined by resolution of the Board of Directors. D. All funds of the venture not otherwise employed shall be deposited from time to time to the credit of the venture in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE XVI AMENDMENT A. Amendment to these By-Laws may be proposed by any member of the Board of Directors or by the Executive Committee. The amendment shall be submitted to the Board of Directors at least thirty (30) days prior to the meeting of the Board of Directors at which such amendment is to be considered. The proposed amendment shall be considered by the Board of Directors and a copy thereof, with the recommendations of the Executive Committee and its reasons therefor, mailed to the Board members at least fifteen (15) days prior to the meeting at which such proposed amendment is to be considered. B. a 3/4 vote of the Board of Directors shall be required to adopt any amendment to these By-Laws. ARTICLE XVII EFFECTIVE DATE These By-Laws shall go into effect immediately upon the execution of the Central Dispatching Systems Agreement by all of the original participants in the venture. 14 -