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R-1492 - 09/08/2015 - PERSONNEL - Resolutions RESOLUTION 2015-PL-IT-IGA-MUNI-R-1492 A RESOLUTION APPROVING AND AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND THE VILLAGE OF HINSDALE FOR THE SHARED USE OF A TECHNOLOGY SUPPORT SPECIALIST WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois authorizes units of local government 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," as well as to use their revenues, credit and other resources for intergovernmental activities; and WHEREAS, the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., also authorizes the joint use and enjoyment of the powers, privileges, functions and authority of local governments; and WHEREAS, due to budgetary constraints, the Village reduced staffing in its Information Technology Division ("Division") from three full-time positions to two full-time positions and one part-time position; and WHEREAS, despite diligent efforts, the Village has not been able to attract and retain a qualified employee for a sustained period of time to fill the Division's part-time position ("Part-Time Position"); and WHEREAS, the Village desires to avoid the cost and disruption to operations associated with the high turnover rate of personnel in the Part-Time Position; and WHEREAS, the Village of Hinsdale ("Hinsdale") desires to hire a part-time employee to perform similar information technology responsibilities as those assigned to the Division's part-time position; and WHEREAS, the Village and Hinsdale desire to combine their resources and share the services of one full-time information technology employee, which would allow the Village to attract and retain a more qualified employee than hiring a part-time employee; and WHEREAS, the Village and Hinsdale have prepared an intergovernmental agreement ("Agreement'), attached hereto as Exhibit A, to facilitate the hiring of one full-time Technology Support Specialist, whose services and costs the Village and Hinsdale will share pursuant to the terms of the Agreement; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and Hinsdale in a final form acceptable to the Village Manager and the Village Attorney. Section 3: Authorization and Execution of the Agreement. The Village Manager and Village Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village. Resolution 2015-PL-IT-IGA-MUNI-R-1492 Approving and Authorizing the Shared Technology Support Specialist Agreement Page 2 of 3 Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. r: APPROVED THIS 8th day of September, 2015 Gopal G. Lalmalani Village President PASSED THIS 8th day of September, 2015 Ayes: Trustees Adler, Baar, Manzo, Moy, Tiesenga, Yusuf Nays: None Absent: None ATTEST: app a 4 Charlotte K. Pruss Village Clerk el 9 Resolution 2015-PL-IT-IGA-MUNI-R-1492 Approving and Authorizing the Shared Technology Support Specialist Agreement Page 3 of 3 EXHIBIT A [Intergovernmental Agreement] INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF HINSDALE AND THE VILLAGE OF OAK BROOK FOR THE SHARED USE OF A TECHNOLOGY SUPPORT SPECIALIST THIS INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF HINSDALE AND THE VILLAGE OF OAK BROOK FOR THE SHARED USE OF A TECHNOLOGY SUPPORT SPECIALIST (this "Agreement') is entered into as of .2eV mkjt,y i!�2015, by and between the VILLAGE OF HINSDALE, an Illinois municipal corporation ("Hinsdale"), and the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Oak Brook"). Hinsdale and Oak Brook are sometimes referred to hereinafter as the Party or Parties. WHEREAS, both Parties are Illinois municipal corporations organized and existing under the laws of the State of Illinois; and WHEREAS, each Party is a unit of local government authorized by Article VII, Section 10 of the Constitution of the State of Illinois of 1970 and the Intergovernmental Cooperation Act (5 ILCS 22011 et seq.), to enter into this Agreement and to enjoy and carry out or cause to be carried out its rights and obligations, under this Agreement; and WHEREAS, the Village Boards of each Party have determined that it is in need of the services of a Technology Support Specialist; and WHEREAS, the Parties have determined that it is in their best interests to jointly use the services of a Technology Support Specialist, sharing his/her time and the costs to employ such employee equally; WHEREAS, both Parties acknowledge that the Technology Support Specialist may be eligible for pension benefits pursuant to the provisions of the Illinois Pension Code and the Village of Oak Brook personnel policies and that the sharing of costs under the terms of this Agreement may include the sharing of such pension costs in the form of reimbursements to Oak brook by Hinsdale for contributions to IMRF as specified herein; NOW THEREFORE, in consideration of the promises hereof and the mutual covenants and agreements contained herein, the Parties to this Agreement agree as follows: SECTION 1. EMPLOYMENT OF THE TECHNOLOGY SUPPORT SPECIALIST. A. Oak Brook shall use reasonable efforts to employ a Technology Support Specialist commencing on or about October 1, 2015. Hinsdale shall have an opportunity to interview the final candidate for the Technology Support Specialist and approve of their hiring before Oak Brook extends an offer of employment to such candidate. Oak Brook shall require the Technology Support Specialist to spend 50 percent of his or her time (not including overtime) providing Services (as defined in Section 2 of this Agreement) to Hinsdale in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, Oak Brook shall have the right to terminate the Technology Support Specialist at any time, in its sole discretion. In the event that Oak Brook terminates the Technology Support Specialist during the term of this Agreement, Oak Brook shall use reasonable efforts to hire a replacement Technology Support Specialist. 1 #35592922v4 The Technology Support Specialist's relationship to Hinsdale shall, during the terms of this Agreement and period of performance of the Service hereunder, be that of an independent contractor. The Technology Support Specialist shall not be considered as having an employee status with Hinsdale, and shall not be entitled to participate in any employee plans, arrangements or distributions by Hinsdale pertaining to or in connection with any pension or retirement plans, nor shall the Technology Support Specialist be eligible for any other benefits available for the regular employees of Hinsdale, such as health insurance, vacation time, compensatory time or sick leave. Hinsdale shall not make or be required to make any payment to the Technology Support Specialist, and the only sums payable by Hinsdale under this Agreement are those reimbursements to Oak Brook detailed in Section 6 below. SECTION 2. QUALIFICATIONS AND DUTIES OF THE TECHNOLOGY SUPPORT SPECIALIST. The Technology Support Specialist shall meet the following minimum qualifications: Bachelor's degree from an accredited college or university in Computer Information Technology, Computer Science, Management Information Systems or equivalent The Technology Support Specialist's duties shall include, but are not limited to, providing the following services to the respective Parties, as necessary and directed by the respective Party (collectively, "Services"): A. Perform all computer equipment checkout, repair and maintenance (maintain and repair all technology equipment including printers, computers, monitors, AV equipment) peripherals and telecommunications); B. Install all software updates and deploy all image management; C. Manage username, passwords, and supplies as needed; D. Support web pages; E. Troubleshoot issues and track all time and tickets in a centralized system; F. Devote his or her best efforts to support the technology infrastructure of each Party and not undertake or accept other employment or responsibilities in conflict with his or her assigned duties; G. Regularly be available to provide support and assistance after-hours as required either by Hinsdale or Oak Brook; and H. Serve as a backup broadcast technician for Hinsdale. SECTION 3. PERSONNEL POLICIES. The Technology Support Specialist shall be made to follow all applicable personnel policies of a Party while performing Services for the applicable Party. The Technology Support Specialist shall also be made to maintain records and reports in accordance with the policies of each applicable Party and any applicable law. All such records, including information and notes prepared or provided by the Technology Support Specialist shall be the property of the Party for 2 #35592922 v4 i i I which the applicable Services are provided. Each Party shall use reasonable efforts to insure that the Technology Support Specialist shall not disclose one Party's confidential information to the other Party without advance approval from the applicable Party. SECTION 4. FACILITIES, MATERIALS AND EQUIPMENT. Each Party shall provide to the Technology Support Specialist during the term of this Agreement: A. All forms, equipment and supplies necessary for the Technology Support Specialist to perform his or her duties; B. An appropriate work space for the Technology Support Specialist to provide the applicable Services; and C. Copies of all pertinent policies, rules and regulations with regard to the duties of the Technology Support Specialist and his or her employment. SECTION 5. INSURANCE. Each Party is a member of the Intergovernmental Risk Management Agency (`IRMA'). Before the Technology Support Specialist is employed, the Parties must contact IRMA to confirm how IRMA will handle claims that may arise during the term of this Agreement related to the Technology Support Specialist. That conformation will be memorialized in a letter or other document shared by the Parties. SECTION 6. COST OF SERVICES. A. Wages and Benefits Paid to the Technology Support Specialist. As an employee of Oak Brook, Oak Brook will be responsible for paying for, and providing, all customary and usual wages and benefits to the Technology Support Specialist while employed by Oak Brook and for providing Services to Hinsdale, which wages and benefits include, without limitation, health insurance, dental insurance, long-term life and disability insurance, and any contributions due to IMRF, FICA, and Medicare (collectively, "Labor Costs"). The Technology Support Specialist's salary shall be subject to the Parties mutual consent before Oak Brook hires the Technology Support Specialist, which salary's annual increases must be agreed to in advance by both Parties. B. Reimbursement for Labor Costs. Hinsdale shall be responsible for reimbursing Oak Brook for one-half (1/2) of all Labor Costs other than overtime wages incurred by Oak Brook during the term of this Agreement. Oak Brook will invoice Hinsdale for its share of the Labor Costs every 30 days, which Hinsdale must pay within 30 days of receipt. C. Overtime. While Oak Brook will be responsible for paying the Technology Support Specialist any overtime wages for which the Technology Support Specialist may be eligible, each Party will be responsible for all of costs related to overtime that they are responsible for creating. Hinsdale shall reimburse Oak Brook for any overtime costs it is responsible for within 30 days of receiving an invoice from Oak Brook. D. Cell Phone Stipend. In the event that either Party desires to provide the Technology Support Specialist a cell phone or a stipend to cover the Technology Support 3 #35592922v4 Specialist's cell phone expenses, the Parties shall reach a mutual agreement on how to share the costs therefor. SECTION 7. HINSDALE'S DISCONTINUANCE OF THE USE OF THE TECHNOLOGY SUPPORT SPECIALIST. Hinsdale may immediately stop using the Services of the Technology Support Specialist if it reasonably determines that the Technology Support Specialist has failed to adequately perform the Services or violates any laws or applicable personnel policies of Hinsdale provided that Hinsdale provides Oak Brook prior written notice as required in Section 8. In the event that Hinsdale stops using the Technology Support Specialist pursuant to this Section 7 during the term of this Agreement, Hinsdale shall reimburse Oak Brook for one-half (1/2) of the Labor Costs incurred up to the date of stoppage. SECTION 8. TERM OF THE AGREEMENT This Agreement shall be effective upon the execution by the Parties and shall continue until such time as either Party determines that the shared service of a Technology Support Specialist is no longer desired, provided that the Party desiring to terminate this Agreement provides the other party no less than 60 days written notice. Hinsdale's obligations to reimburse Oak Brook for Hinsdale's share of the Labor Costs that are incurred during the term, or that arise as a result of this Agreement, shall survive the termination of this Agreement, even if such Labor Costs are unknown or not yet incurred by Oak Brook when this Agreement is terminated. 4 #35592922 v4 SECTION 9. INDEMNIFICATION. Each Party (the "Indemnifying Party") hereby agrees to indemnify and hold harmless the other Party (the "Indemnified Party') from and against any and all losses, claims, expenses and damages (including reasonable attorneys' fees) made against or incurred by the Indemnified Party for any actions taken, or failures to act, by the Indemnifying Party in connection with the provision of the Services to the extent that such claims were not caused by actions, or failures to act, of the Indemnified Party. SECTION 10. SEVERABILITY. If any provision of this Agreement is construed or held to be void, invalid, or unenforceable in any respect, the remaining provisions of this Agreement shall not be affected thereby but shall remain in full force and effect. SECTION 11. INTERPRETATION. It is the express intent of the Parties that this Agreement shall be construed and interpreted so as to preserve its validity and enforceability as a whole. In case of any conflict among the provisions of this Agreement, the provision that best promotes and reflects the intent of the Parties shall control. This Agreement shall be construed without regard to the identity of the Party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though all Parties to this Agreement participated equally in the drafting thereof. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. SECTION 12. AMENDMENTS AND MODIFICATIONS. This Agreement shall not be modified, changed, altered, or amended without the duly authorized and written consent of each of the Parties by their respective corporate authorities and pursuant to ordinances or resolutions duly adopted and approved by the Party's corporate authorities. No amendment or modification to this Agreement shall be effective until it is reduced to writing and approved by the corporate authorities of each Party and properly executed in accordance with all applicable law. SECTION 13. AUTHORITY TO EXECUTE. Each Party hereby warrants and represents to each other Party that the person executing this Agreement on its behalf has been properly authorized to do so by the corporate authorities of the Party. SECTION 14. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall create, or shall be construed or interpreted to create, any third party beneficiary rights. SECTION 15. EXECUTION. 5 #35592922v4 SECTION 15. EXECUTION. This Agreement shall be executed by all of the Parties in identical original duplicates and each of the duplicates shall, individually and taken together, constitute one and the same Agreement. SECTION 16. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding of the Parties. Any subsequent modifications to this Agreement must be in writing and signed by both Parties to be binding. N WITNESS WHEREOF, the Parties have by their duty authorized officers and represe tives set their hands and affixed their seals to be effective as of the Effective Date of this Agree ent. ATTEST -' , VILLAGE OF,HINSDALE By: 9: i age Cler Vl1ag nager;` ATTEST VILLA A BRO K By: By. 4 , Village Clerk Village Manager y 3ta -3'F w F (Y 6 #35592922_v4