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S-1560 - 02/12/2019 - AGREEMENT - Ordinances Exhibits Exhibit A MEMBERSHIP AGREEMENT FOR A GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM This Agreement is entered into this 112 day of VLaV& *Q , 20V�,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 with regard to the operation of a consortium to develop and share geographic information system information; WHEREAS,the Parties desire to limit the cost of developing geographic information systems for their communities by participating in group training,joint purchasing and development and innovation sharing; NOW, THEREFORE, in consideration of the mutual covenants of this Agreement and other good and valuable consideration,the Parties 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, -1- operation and maintenance of a geographic information system 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: (a) The singular number includes the plural number and the plural the singular, (b) The word "shall" is mandatory; the word "may" is permissive; and (c) The masculine gender includes the feminine and neuter Section 2. When 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"GISC" means the organization created pursuant to this Agreement. (b) "GIS," means geographic information system. (c) `BOARD"means the Board of Directors of GISC, consisting of one (1) Director (and one (1) alternate Director) from each governmental unit,which is a member of GISC. (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 any specific time not in default as set forth in this Agreement. (f) "FORMER MEMBER"means any entity,which was once a Member, but has either withdrawn from GISC or whose membership was terminated pursuant to this Agreement. (g) "UNIT OF LOCAL GOVERNMENT"or"GOVERNMENTAL UNIT"means and includes any political subdivision of the State of Illinois or any department or agency of the state government or any city,village or any taxing body. (h) "SOFTWARE"means computer programs, form designs, user manuals, data specifications and associated documentation. -2- (i) "SERVICE PROVIDER"means any professional services firm(s)that GISC designates as the firm(s)to establish, operate, maintain or support geographic information systems, for the Members. (j) "SECONDARY SERVICE PROVIDER" means a Service Provider not limited to a supplier of software, hardware, mapping or other services. (k) "INTELLECTUAL PROPERTY" means any and all software, data or maps generated by or for GISC. Such intellectual property shall be considered privileged and confidential trade secrets and shall constitute valuable formulae, design and research data or which Members have given substantial consideration. III. Membership Section 1. Any Governmental Unit may be eligible to become a member of GISC. Section 2. A Governmental Unit desiring to be a member shall execute a counterpart of this Agreement and shall pay initial membership dues of a minimum of Four Thousand Dollars ($4,000) and a maximum of Twenty Thousand Dollars ($20,000)to be pro-rated in accordance with the formula contained in Exhibit A. Payment shall be made to the Secretary-Treasurer, or equivalent, of GISC to offset the cost of the legal and administrative expenses of the formation, operation and administration of GISC. Section 3. Members shall enter into a GIS service contract, with the Service Provider substantially conforming with the agreement attached in Exhibit B or as modified by the GISC Board, within one (1) year of signing this Agreement. Members are expected to enter into any agreements with Secondary Service Providers deemed necessary for the functioning of GISC within a reasonable time as determined by the Board of Directors. Members shall be subject to the provisions of this Agreement, including but not limited to Article XIV. Section 4. 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 of the authorizing resolution or other action,with the GISC President. The resolution authorizing the execution of the Agreement shall also designate the first Director and alternate for the Member. -3- Section 5. The Charter Members shall be the Members consisting of Glencoe, Highland Park, Lincolnshire and Park Ridge. Section 6. Any Member joining GISC agrees, upon joining,that if it is to become a Former Member, it will be bound by all of the obligations of a Former Member as set forth in this Agreement. Section 7. Former members will require a favorable vote of two-thirds (2/3) majority of the Board of Directors in order to rejoin the GISC. IV. Board of Directors Section 1. The governing body of GISC shall be its Board of Directors. Each Member shall be entitled to one (1) Director, who shall have one (1)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. The Corporate Authorities of each Member shall appoint Directors and Alternate Directors. In order for GISC to develop data processing and management information systems of maximum value to Member Governmental Units, the Members shall appoint, as their Director and Alternate, a chief administrative officer, a department head and employees with significant management responsibility and experience. Directors and Alternates shall serve without compensation from GISC. Section 4. A vacancy shall immediately occur in the office of any Director upon his resignation, death, removal by the Corporate Authorities of the Member, or ceasing to be an employee of the Member. V. 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 -4- annual rates and usage levels for the members and other ancillary powers to administer GISC. Section 3. It may establish and collect membership dues. Section 4. It may establish and collect charges for its services to Members and to others. Section 5. It may exercise any other power necessary and incidental to the implementation of its powers and duties. VI. Officers Section 1. The officers of the Executive Board and their powers and duties are defined in the By-Laws. VII. Financial Matters Section 1. The fiscal year of GISC 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 by December 31 st of each year. Copies shall be provided to the chief administrative officer of each Member. Section 3. The Board shall have authority to adjust cost sharing charges for all Members in an amount sufficient to provide the funds required by the budgets of GISC. 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 90 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 GISC facilities or programs until such time as such Member is no longer in default. Members in default shall be subject to the provisions within this Agreement. In the event that such charges have not been paid within 90 days of such billing, such defaulting Member shall be deemed to have given, on such 901h 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 and 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 -5- set forth in this Agreement. Section 5. Nothing contained in this Agreement shall prevent the Board from charging nonmembers for services rendered by GISC, on such basis, as the Board shall deem appropriate. Section 6. It is anticipated that certain Members may be in a position to extend special financial assistance to GISC 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 7. The Board, in accordance with procedures established in the By-Laws may expend board funds. The Board must authorize all expenditures by simple majority. VIII. Termination of Membership Section 1. Failure to enter into an agreement with the Service Provider within one (1) year of GISC's designation of the Service Provider shall be cause for the termination of membership. A 30-day written notice will be given to a Member that fails to enter into an agreement with the Service Provider as provided in this Section. Upon the failure to enter into an agreement at the end of the thirty-day (30) notice period, its membership shall be terminated. Section 2. Failure to enter into an agreement within thirty 30 days of expiration of the previous agreement with Service Provider shall result in membership termination. Section 3. A member may be terminated for cause based on an affirmative vote of two- thirds (2/3) of the Board of Directors. Section 4. Upon termination of any Member, the Member shall be responsible for: (a) All of its pro-rated share of any obligations; (b) Its share of all charges to the effective date of termination; and (c) Any contractual obligations it has separately incurred with GISC or the Service Provider. Section 5. A Member terminated from membership at a time when such termination does not result in dissolution of GISC, shall forfeit its claim to any assets of GISC. Any terminated -6- Member shall be subject to the provisions described elsewhere in this agreement. IX. Withdrawal Section 1. Any Member may at any time give written notice of withdrawal from GISC. The nonpayment of charges as set forth in this Agreement or the refusal or declination of any member to be bound by any obligation to GISC shall constitute written notice of withdrawal. (a) Actual withdrawal shall not take effect for a period of six (6) months from the date of such notification. (b) Upon effective withdrawal the withdrawing member shall continue to be responsible for: (i) All of its pro-rated share of any obligations; (ii) Its share of all charges to the effective date of termination; (iii) Any contractual obligations it has separately incurred with GISC or the Service Provider(s). Section 2. A Member withdrawing from membership at a time when such withdrawal does not result in dissolution of GISC shall forfeit its claim to any assets of GISC. Any Member that withdraws shall be subject to the provisions of this Agreement. In addition, any Member withdrawing shall promptly remove, at its own expense, any and all software, maps or other data that was not developed exclusively for the Member's benefit, except under terms as provided for elsewhere in this Agreement. The withdrawing Member shall, within thirty (30) days of withdrawal, file a certification with the Board, verifying compliance with this Section. X. Dissolution Section 1. GISC shall be dissolved whenever: (a) A sufficient number of Members withdraw from GISC to reduce the total number of Members to less than two (2) or (b) By two-thirds (2/3) vote of all Directors. Section 2. In the event of dissolution, the Board shall determine the procedures necessary to affect the dissolution and shall provide for the taking of such measures as promptly as -7- circumstances permit subject to the provisions of this Agreement. Section 3. Upon dissolution, after payment of all obligations the remaining assets of GISC shall be distributed among the then existing Members in proportion to their contributions to GISC during the entire period of such Member's membership, as determined by the Board. The computer software that GISC developed for its membership shall be available to the Members, 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 Member in accordance with obligations as described in Article IX on a pro-rata basis, the pro-rata basis is calculated from the Members' contributions to GISC during the two (2) 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 GISC: (a) All such software shall be an asset of GISC. (b) A Member may use any software developed during its membership in accordance with this agreement, upon: (i) Paying any unpaid sums due GISC, (ii) Paying the costs of taking such software, and (iii) 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 any Member must take such software. XI. 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 GISC: President of GISC -8- With a copy to the GISC Secretary-Treasurer, or equivalent. If to Member: Each party shall have the right to designate other addresses for service of notices, provided notice of change of address is duly given. Section 2. The Parties certify 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). XII. Duration This agreement shall continue in effect indefinitely, until terminated in accordance with its terms or until GISC is dissolved. XIII. Member Software Usage Section 1. No Member or Former Member shall: (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 -9- Member, that Member may use, under license granted by the Board, any software developed during its membership upon: (a) Paying to the Board any unpaid sums due GISC and (b) Paying any reasonable costs established by the Board for licensing such software. XIV. Service Provider Section 1. For the purposes of this article, the Service Provider is defined as the Service Provider and Secondary Service Provider. Section 2. The term of any Service Provider shall be as set forth in the Service Provider Agreement. Section 3. The Board may at any time by a majority vote name a new Service Provider, whose term shall begin at such time as the Board may authorize. Section 4. A Service Provider's term shall be renewed upon such terms as the Board may approve. Section 5. The Board may terminate the services of a Service Provider at any time, subject only to the Service Provider agreement. Section 6. The Board may enter into agreements with more than one Service Provider if it deems it appropriate to do so. XV. Intellectual Property Section 1. Members agree that no assignments, licenses, sales, authorization of reuse by others, giveaways, transfer or any other grant of Intellectual Property 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 inherent protectable interests, except those specifically provided by this Agreement. XVI. Execution of Agreement -10- 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 GISC 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. -I1- EXHIBIT A INITIAL MEMBERSHIP DUES FORMULA Membership Fee =Basis x Allocation Where:Basis = $20,000 Allocation=Calculated by Consortium for member based on size, density, and other considerations Fee Illustration Allocation Membership Fee -------------------------------------- 0% NA 20% $4,000 30% $6,000 40% $8,000 50% $10,000 60% $12,000 70% $14,000 80% $16,000 90% $18,000 100% $20,000 -12- EXHIBIT B GIS Consortium Service Provider Contract -13- 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 fort the Creation of a Geographic Information System Consortium to be dated this J�-day of, 20A. 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