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HomeMy WebLinkAboutRes 34-08 06/03/2008 RESOLUTION NO. 34-08 A RESOLUTION APPROVING AN ADDENDUM OF NEW MEMBERSHIP IN THE NORTHWEST CENTRAL 9-1-1 SYSTEM WHEREAS, the President and Board of Trustees of the Village of Mount Prospect previously authorized entry by said Village into an Agreement to provide for and maintain a joint Enhanced 9-1-1 System known as Northwest Central 9-1-1 System, referred to as "the 9-1-1 System"; and WHEREAS, the Village of Inverness has made application for membership in the 9-1-1 System; and WHEREAS, the 9-1-1 System Board of Directors has unanimously recommended approval of the request for membership made by Inverness; and WHEREAS, it is believed, the inclusion of an additional community in the 9-1-1 System will prove beneficial to both the 9-1-1 System and the Village of Mount Prospect; and WHEREAS, the new member has agreed to: 1. provide funds for its proportionate share of the cost of operation of the 9-1-1 System; and 2. provide all necessary funds required to add or modify hardware and/or software in order to accommodate the operational needs of the new member and to pay a proportionate share of normal 9-1-1 operational expenses; and 3. pay a proportionate share of debts and liabilities which may be incurred after the effective date of membership; and WHEREAS, the addition of new members to the 9-1-1 System requires approval of an Addendum of New Membership. NOW THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Mount Prospect, pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois; the Emergency Telephone System Act, 50 through ILCS 750/0.01 et seq.; and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 5 ILCS 220/9: SECTION ONE: That the Village Board of Trustees authorizes the Village of Mount Prospect to enter into an Addendum of New Membership which provides for the addition of the Village of Inverness to the 9-1-1 System. SECTION TWO: That the President is authorized to sign the agreement, being the subject of this Resolution, a copy of said agreement being attached and made a part of as Exhibit "A". SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Corcoran, Juracek, Korn, Lohrstorfer, Zadel NAYS: None ABSENT: Hoefert PASSED and APPROVED this 3rd day of June 2008. fJtv~ II UJ,~ Irvana K. Wilks Mayor ATTEST: ~k?P M. trsa ngell . Village Clerk NORTHWEST CENTRAL 9-1-1 SYSTEM ADDENDUM OF NEW MEMBERSHIP WHEREAS, the Villages of Arlington Heights, Buffalo Grove, Elk Grove Village and Mount Prospect have previously formed a joint venture to install, operate and maintain an Enhanced 9-1-1 Emergency Telephone System, known as Northwest Central 9-1-1 System (the 9-1-1 System), pursuant to authority granted under terms of Article VII, Section 10 of the 1970 Constitution of the State of Illinois; the Emergency Telephone System Act, 50 ILCS 750/0.01 et seq.; and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 51LCS 220/9; and WHEREAS, the City of Prospect Heights and the Villages of Hoffman Estates, Palatine, Schaumburg and Streamwood have subsequently joined the 9-1-1 System; and WHEREAS, it is believed that the inclusion of an additional community in the 9-1-1 System will prove beneficial to both the 9-1-1 System and the City; and WHEREAS, the new member has agreed to: 1. provide funds for its proportionate share of the cost of operation of the 9-1-1 System; and 2. provide all necessary funds required to add or modify hardware and/or software in order to accommodate the operational needs of the new member, and to pay a proportionate share of normal 9-1-1 operational expenses; and 3. pay a proportionate share of debts and liabilities which may be incurred after the effective date of membership; and IT IS THEREFORE AGREED by the Village of Mount Prospect to accept the Village of Inverness as a full participating member of the Northwest Central 9-1-1 System, effective upon the approval of all current members and according to terms of the attached Memorandum of Agreement marked Exhibit A. Dated this ~S.r (lday of June, 2008 ~h&~ Mayor " Attest: '7'0',fc(~~ro4 Vill~ Clerk ( , . ... .... . ."- ...-....-.. ....- ....-...-....- NORTHWEST CENTRAL 9-1-1 SYSTEM INTERGOVERNMENTAL COOPERATION AGREEMENT THIS AGREEMENT, entered into on the effective date specified hereaftar, by and between the local governments signatory hereto and also those which may hereafter become signatory: WI'.rHESSETH: WHEREAS, the signatories have determined that the implementation of a 9-1-1 Emerqency Telephone System would provide a siqnificant public safety enhancement to the citizens of each of the participating municipalities: and WHEREAS, the signatories have determined that a Joint Emergency Telephone System would be beneficial on an individual and mutual basis and . WHEREAS, Chapter 1341 Section 30.01 et seq. of the Illinois Revised statutes permits the formation of a Joint Emerqency Telephone System Board to oversee the implementation and operation of a 9-1-1 emergency telephone system, and WHEREAS, Chapter 127, Section 741 of the Illinois Revised Statutes provides for the joint exercise by two or more local governments of any power common to them: NOW THEREFORE BE :IT AGREED DY AND DETWEEN 'rUE PARTIES AS FOLLOWS: 1. Venture EstablishAd. Pursuant to the joint powers authorization of Chapter 127 and of Chapter 134 section 30.01 et seq. of the Illinois Revised statutes, the undersigned hereby federate together in a cooperative venture for the joint and mutual operation of a 9-1-1 emerqency telephone system, to be known as Northwest Central 9-1-1 System consistinq of all local governments which may hereafter become signatory. 2. Joint Emeraency Telephone System Board. There is hereby established a Joint Emergency Telephone System Board which shall consist of the village Manager of Arlington Heights, The Village Manaqer of Buffalo Grove, the Village Manager of Elk Grove Village, the Villaqe Manaqer of Mount Prospect and the Director of Northwest Central Dispatch system. Each subsequent participating municipality in the Northwest Central 9- 1-1 System shall be entitled.to one member on the Joint Emergency Telephone System Board. Designation of the new participating municipalities board member shall be be specified by the participant's enabling ordinance. 1 J. Bv-Lnws. Northwest Central 9-1-1 System shall be subject to and shall be governed by certain Dy-Laws which shall be adopted by the Joint Emergency Telephone system Board together with any amendments which may be made in the manner and means provided. 4. Pnrticip~tion. Each participatinq municipa1ity in tho Northwest central 9-1-1 System, and each municipality which may hereafter become a participant is a member and is entitled to the rights and privileges and is subject to the obligations of membership, all as may be provided in the By-Laws. 5. Terminntion. Any party to this Agreement may cease to be a party hereto and may withdraw from participation in the manner and means set forth in the By-Laws. G. Powers of the Board. The powers and duties of the Emergency Telephone system Board created by this Agreement shall include, but not be limited to the following: A. Planning a 9-1-1. emergency telephone system. D. Coordinating and supervising the implementation, upgrading, maintenance and operation of the system including the establishment of equipment specifications and coding systems., C. Receiving monies from the surcharge imposed under Section 15.3 of the Emergency Telephone system Act, and from any other source, for deposit into the Emergency Telephone system Fund. D. Authorizing all disbursements from the fund. E. Hiring, on a temporary basis, any staff necessary for the implementation or upgrade of the system. F. Making and entering into contracts. G. Acquiring, holding and disposing of property. H. Incurring debts, liabilities or obligations necessary for the accompliShment of its purposes. 2 7. ~mcndment. This Agreement may not be amended, except by written agreement and resolution of all the then current parties thereto. . . o. Duration. This Agreement shall continue in effect until rescinded by unanimous consent of the current parties or until terminated in the manner provided in the By-Lato1S. 9. Enforcement. Each member shall, have the right to enforce this Agreement against any other member. If suit is necessary, a defaulting member shall pay reasonable attorney's fees as adjudicated by the Court. 10. Author.ization. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of a suitable, ordinance or resolution authorizing and directing execution of this Agreement. 11. Effective Date. This Agreemen~ shall become effective when signed by all respective representatives of the Village of Arlington Heights, the Village of Buffalo Grove, the Village of Elk Grove Village and the village of Mount Prospect. XN WXTNESS WHEnEOF, the undersigned municipalities have set their'signatures on the -dates set forth below. This document may be signed in duplicate originals. ATTEST: ~~ ~ OF ARLINGTON HEIGHTS BY DATE: VILLAGE OF BUFFALO GROVE~ . 1" ,-../ 7 / BY'" 1../ ~~' .'---. l." (. c1.-! 7"~ .;1--'-' , vi' ATTEST \ ~'iY\.~ DIITE: ~A1&fLlA.-t-t. e /E!/l" v ::l D1\TE: :Z~JlL' . , A [1 ~/p .DATE~t<'OL??, 3.IBPj .' VILLAGE OF MOUNT PROSPECT BY &/~ /I- j1~. y 4 WiilEMERGENCY~ :::; Q I ~ BY -LAWS for the NORTHWEST CENTRAL 9-1-1 SYSTEM Approved and Adopted By the System Board December 14, 1989 Amended - January 16, 1992 Amended - May 18, 2000 Amended - May 17, 2001 Amended - May 15, 2008 BY-LAWS for the NORTHWEST CENTRAL 9-1-1 SYSTEM ARTICLE I PURPOSE The Northwest Central 9-1-1 System (hereafter the "9-1-1 System") is a cooperative venture voluntarily established by its members pursuant to the Northwest Central 9-1-1 System Intergovernmental Agreement (hereafter the "Agreement") entered into by them in accord with the Intergovernmental Cooperation Act, 5 ILCS 220/1 and the Emergency Telephone System Act, 50 ILCS 750/1 of the Illinois Compiled Statutes. The 9-1-1 System has been established for the purpose of providing the equipment, services, personnel, facilities and other items necessary for the implementation, operation, maintenance and repair of a 9-1-1 Emergency Telephone System within portions of Cook, DuPage, Kane, and Lake Counties, Illinois. ARTICLE II MEMBERSHIP A. The members of the 9-1-1 System are the Villages of Arlington Heights, Buffalo Grove, Elk Grove Village, Hoffman Estates, Mt. Prospect, Palatine, Schaumburg, Streamwood, and the City of Prospect Heights pursuant to the Agreement. B. Any municipality which hereafter becomes a full participating member of the Northwest Central Dispatch System may also become a member of the 9-1-1 System, provided all current members and the new member sign an addendum of new membership to the 9-1-1 Cooperative Venture Agreement. C. The addendum authorizing a new member of the 9-1-1 System shall require the new member to: Northwest Central 9-1-1 System By-Laws 1 1. Provide funds for its proportionate share of the costs of operations of the 9-1-1 System; and 2. Provide all necessary funds required to add or modify hardware and/or software in order to accommodate the operational needs of the new member. Each new member shall also be expected to pay a proportionate share of normal 9-1-1 operating expenses. 3. Provide written acceptance obligating itself for its proportionate share of the existing debts and liabilities of the 9-1-1 System. 4. Deliver to the Joint Emergency Telephone System Board a duly certified ordinance in proper form authorizing and directing such member's execution of the addendum and the written acceptance of existing debts referred to in C.3. above, and its agreement to be bound by the 9-1-1 System's By-Laws. ARTICLE III JOINT EMERGENCY TELEPHONE SYSTEM BOARD A. Powers The Joint Emergency Telephone System Board created pursuant to the Agreement shall consist of a Board of Directors (hereafter the "System Board") who are the Chief Appointed Administrative Officers of the member municipalities. The System Board shall have the following powers and duties: 1. Planning a 9-1-1 Emergency Telephone System (hereafter the "System"). 2. Coordinating and supervising the implementation, upgrading, maintenance, repair, and operation of the System including the establishment of equipment specifications and coding systems; 3. Receiving monies from the surcharge imposed under Section 15.3 of the Emergency Telephone System Act of the Illinois Compiled Statutes and from any other source, for deposit into the Emergency Telephone System Fund; Northwest Central 9-1-1 System By-Laws 2 4. Authorizing all disbursements from the Fund by Resolutions approved by a majority of all System Board members; 5. Hiring, on a temporary or permanent basis, any staff necessary for the operation or upgrade of the System; 6. Making and entering into contracts; 7. Acquiring, holding and disposing of property; 8. Incurring debts, liabilities or obligations in accord with applicable law as necessary for the accomplishment of the purposes of the 9- 1-1 System; 9. Purchasing and leasing necessary equipment; and 10. Exercising all powers necessary and incidental to carrying out the purposes set forth in Article I of these By-Laws including but not limited to, hiring auditors and attorneys, approving amendments to these By-Laws, accepting new members, approving the annual budget of the 9-1-1 System, and determining the general policy of the 9-1-1 System, provided however, that such policy shall never be inconsistent with the laws of the State of Illinois. B. Organization 1. Each member of the System Board shall be entitled to one vote. 2. Proxy or absentee voting is not allowed. However, each member may designate a person to serve in his or her absence at regular and special meetings with voting power. A member of the Board may designate a police or fire chief or a member of the command staff for either department. 3. In case of a tie vote, the Chairman of the System Board shall cast a second and deciding vote. 4. If any member of the System Board ceases to be an official or employee of their respective municipality or of the Dispatch System in the instance of its Executive Director such seat on the Board shall be vacant until a successor is duly appointed. Northwest Central 9-1-1 System By-Laws 3 5. Members of the System Board shall serve on the Board without salary, but each may be reimbursed for necessary expenses incurred in connection with 9-1-1 System business. C. Meetings 1. Regular meetings of the System Board shall be held in the NWCDS offices six times a year on the third Thursday in January, March, May, July, September and November and scheduled to convene immediately following the regular meeting of the System Board of Northwest central Dispatch System. a) At least five (5) days prior to each such meeting, the Chairman of the Board shall cause an agenda for such meetings to be sent to each of the other Board members. 2. A special meeting of the System Board may be called by its Chairman or by any two members of the Board as follows: a) Two (2) days written notice of special meetings shall be given to each member of the Board in a form, which shall include an agenda specifying the subjects of such special meeting. b) Business conducted at said special meeting shall be limited to those items specified in the agenda. c) Notwithstanding (a) above an emergency meeting may be called without written notice if a majority of the members agree. 3. Unless otherwise specified in these By-Laws, a quorum for the transaction of all business by the Board shall consist of a majority of the System Board members. 4. Except to the extent that these By-Laws or any rules adopted by the System Board impose a stricter requirement, all meetings of the System Board shall comply with the requirements of the Illinois Open Meetings Act 5 ILCS 120/1 et seq. 5. To the extent not contrary to these By-Laws, Robert's Rules of Order shall govern the conduct of all meetings of the System Board. Northwest Central 9-1-1 System By-Laws 4 D. Officers of the System Board Officers of the Board of Directors shall consist of a Chairman, a Vice Chairman, a Secretary and a Treasurer. The Chairman and Vice Chairman shall be elected each year from among the membership of the Board at the March meeting. The Treasurer, who shall be the Finance Director of one of the member municipalities, shall be appointed by the System Board. The NWCDS Executive Director may serve as Secretary if another person is not so appointed by the Board of Directors. The Chairman and Vice Chairman shall hold office for a term of one year and the Treasurer shall hold office for a term of four years. The Chairman and the Vice Chairman may be re-elected for successive terms. Newly elected officers shall assume their office in May. 1. Chairman The Chairman shall: a) Conduct meetings of the System Board. b) Sign or co-sign with the Treasurer any instruments, which the System Board has authorized to be executed. c) Perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time provided that such other duties are consistent with these By-Laws, the Agreement and applicable laws, including the applicable Rules and Regulations of the Illinois Commerce Commission. 2. Vice Chairman In the event of the absence of the Chairman, or in the event of the Chairman's inability or refusal to act, the Vice-Chairman shall perform the duties of Chairman until such time as the Chairman again undertakes to perform the duties of his office. 3. Secretary The Secretary shall: a) Keep the minutes of the 9-1-1 System Board; b) See that all notices are duly made, given and/or published in Northwest Central 9-1-1 System By-Laws 5 accordance with the provision of these By-Laws or as required by law; c) Act as custodian of the records of the 9-1-1 System; d) 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 System Board. 4. Treasurer In accordance with 50 ILCS 750j15.4(c) the Treasurer shall at all times be the actual treasurer of one of the 9-1-1 System member units of local government. The Treasurer shall: a) Receive and act as custodian and be responsible for all funds generated through a surcharge on telephone in-service network connections, as well as any other funds generated in support of the 9-1-1 System. b) Dispense funds from the Emergency Telephone System Fund in accordance with Illinois law and these By-Laws. c) 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 System Board. d) The Treasurer shall give bond in the amount of $1,000,000 for the faithful discharge of his duties, with such surety or sureties as the Board shall determine. The bond premium shall be paid by the System. e) The Treasurer is not a Director and shall have no vote on the System Board or be entitled to any compensation for services rendered as Treasurer. Northwest Central 9-1-1 System By-Laws 6 ARTICLE IV EMERGENCY TELEPHONE SYSTEM FUND A. There shall be created an Emergency Telephone System Fund (hereafter the "Fund") into which all monies received by the System, including those received pursuant to a 9-1-1 surcharge shall be deposited. B. The System Treasurer shall be custodian of the Fund. C. All interest accruing on the Fund shall remain in the Fund. D. No expenditures may be made from the Fund except pursuant to Resolutions approved from time to time by a majority of the Board. Any Resolution of the Board, which approves an annual budget, shall be deemed an approval of the expenditure of the funds required to pay the amounts specified in the budget. E. Expenditures may be made only to pay for the costs associated with the following as set forth in 50 ILCS 750j15.4(c): 1. The design of the Emergency Telephone System. 2. The coding of an initial Master Street Address Guide database, and update and maintenance thereof. 3. The repayment of any monies advanced for the implementation of the System. 4. The charges for Automatic Number Identification and Automatic Location Identification equipment, and maintenance, replacement and update thereof. 5. The non-recurring charges related to installation of the Emergency Telephone System and the ongoing network charges. 6. Other products and services necessary for the implementation, upgrade, maintenance, and repair of the System and any other purpose related to the operation of the System, including costs attributable directly to the construction, leasing or maintenance of any buildings or facilities or costs of personnel attributable directly to the operation of the Northwest Central 9-1-1 System Primary Public Safety Answering Point (PSAP). Costs attributable directly to Northwest Central 9-1-1 System By-Laws 7 the operation of the Emergency Telephone System do not include the costs of public safety agency personnel who are and equipment that is dispatched in response to an emergency call. ARTICLE V FISCAL YEAR/BUDGET /PURCHASES/CONTRACTS A. Fiscal Year The fiscal year of the Northwest Central 9-1-1 System shall commence on May 1st and end on April 30th. B. Budget 1. The Secretary shall prepare a proposed budget for the succeeding fiscal year and distribute it to the System Board. 2. The Board shall review, modify and/or approve a final budget at its January meeting each year. 3. A complete copy of the approved final budget shall be furnished within 45 days to each Board member. 4. After approval of the annual budget by the System Board, all expenditures shall be made in accordance with the budget. a) The Executive Director of the Northwest Central Dispatch System is hereby granted authority to administer the 9-1-1 budget on behalf of the System Board. b) Said Director shall have the authority to transfer contingency funds within the total budget amount in order to meet unanticipated needs of the System or to meet changed situations. c) Such action of the NWCDS Executive Director shall be reported to the System Board as a supplement to the Director's bi-monthly report. Northwest Central 9-1-1 System By-Laws 8 C. Purchases/Contract Letting Purchases and/or letting contracts shall be in accordance with applicable law and procedural guidelines established by Resolution of the System Board. The System Board may enter into a contractual agreement with the Northwest Central Dispatch System for the on-going operations of the 9- 1-1 Emergency Telephone System and make appropriate arrangements for the reimbursement of allowable costs incurred by NWCDS on behalf of the 9-1-1 System. ARTICLE VI AUDIT A. Within six months after the end of each fiscal year, the System Board shall cause an annual audit of the financial affairs of the Northwest Central 9-1- 1 System, to be prepared by a Certified Public Accountant in accordance with generally accepted auditing principles. B. An original copy of the annual audit report shall be delivered to the Director of Finance of each member municipality, and filed with other public officers in accord with applicable laws. ARTICLE VII WITHDRAWAL TERMINATION AND DISSOLUTION A. Any member municipality may withdraw from the Northwest Central 9-1-1 System subject to the provisions of this Article. 1. Such withdrawing member shall give written notice of withdrawal in the form of a certified copy of an Ordinance passed by its corporate authorities, which must be delivered to the 9-1-1 System's Headquarters (currently located at 1975 E. Davis Street, Arlington Heights, Illinois, 60005) The written notice of withdrawal shall be deemed received when the written notice is actually received by the 9-1-1 System, either personal delivery or by United States certified mail - return receipt requested. Any other means of delivery other than personal delivery or United States certified mail Northwest Central 9-1-1 System By-Laws 9 - return receipt requested deemed a nullity and not received by the 9-1-1 System. 2. Withdrawal must be in compliance with all applicable rules or requirements of Illinois law, the Illinois Commerce Commission and these By-Laws. 3. A withdrawing member must make appropriate notice, as established by the System Board, to the media and to all mutual aid responders of the change in the emergency call handling agreements. 4. Refusal or declination of any member municipality to be bound by any obligation of the Northwest Central 9-1-1 System or its System Board shall also constitute notice of withdrawal. 5. The withdrawing member shall forfeit any and all interest, right and title to Northwest Central 9-1-1 System property, real, personal or mixed. 6. The withdrawing member shall be liable for all costs incurred by Northwest Central 9-1-1 System as a result of the member's separation and withdrawal. This may include, but is not necessarily limited to, legal fees, court costs and interest on late payment of obligations. B. Upon any such notice of withdrawal: 1. Withdrawal shall not take effect for a period of one (1) year from the date of written notification. 2. After notice of withdrawal and after the effective date of withdrawal, the withdrawing member shall continue to be responsible for: a) One hundred (100%) percent of its pro rata share of any current unpaid obligations to the effective date of withdrawal; b) One hundred (100%) percent of its pro rata share of any contractual or lease obligations of the Northwest Central 9- 1-1 System which were incurred during the period the municipality was a member or which were assumed during its membership; Northwest Central 9-1-1 System By-Laws 10 c) For any contractual obligations it has separately entered into with or on behalf of the Northwest Central 9-1-1 System. d) The term "pro rata share" as used in Article VII of the 9-1-1 System By-Laws, shall mean a percentage of all the 9-1-1 System's costs, which costs include but are not limited to those costs identified in B.2.a) and B.2.b) set out above. The percentage shall be computed by determining the total telephone access lines of the Northwest Central 9-1-1 System, and dividing said sum into the total telephone access lines of the withdrawing member for the last complete calendar month preceding the withdrawing member's effective date of withdrawal. C. Upon the unanimous action of all members of the Agreement, and in compliance with any applicable Illinois law, the rules and regulations of the Illinois Commerce Commission, the Cooperation Agreement and the 9- 1-1 System's By-Laws, the Northwest Central 9-1-1 System shall be terminated and dissolved. 1. Upon such termination and dissolution, (and after payment of all debts) all individual files and documentation shall be distributed to the appropriate municipality without charge or offset. 2. The remaining assets or liabilities of the Northwest Central 9-1-1 System shall be distributed among the municipalities which had participated in the System within the one (1) year prior to such mandatory dissolution, in proportion to the mean average of municipalities' regular and special assessment payments for the preceding three (3) fiscal years, (or fraction thereof if any particular member shall not have belonged for a full three years), bears to the total of such payments for the preceding three (3) fiscal years, or fraction thereof as provided above. ARTICLE VIII INDEMNIFICATION A. Each member which is subject to a claim, of any nature, which arises as a consequence of the acts or omissions of such member's personnel in Northwest Central 9-1-1 System By-Laws 11 responding to, or providing emergency services pursuant to a dispatch via the System (hereinafter "Claim") shall, at such member's sole expense, indemnify and save free and harmless any other member, and its officers, employees and agents from any cost, expense attorney fees, judgment or liability of any nature when any other member is/are subject to the same Claim solely as a consequence of such other member being a member of this 9-1-1 System. Additionally, in the event the 9-1-1 System and/or its Directors, officers, employees and agents are subject to a Claim of any nature which arises as a consequence of the acts or omissions of member's personnel in responding to or providing emergency services pursuant to a dispatch by the 9-1-1 System such member shall at its sole expense, indemnify and save free and harmless from any cost, expense, attorney fees, judgments or liability of any nature the System and/or its offices, Directors, employees and agents unless it is determined that the officers, Directors, employees and/or agents of the 9-1-1 System acted in a willful and wanton manner in connection with dispatching the personnel of the member. B. In the event that any member municipality should file suit or an action against the 9-1-1 System, all representatives of that member shall be prohibited from attending any meetings or discussions or having access to the results of such meetings related to the defense of the suit or action. The member's representatives shall have no direct access to any written communication concerning the matter except by legal process; and no representative of the member shall be allowed to vote on any issue related to the suit or action. ARTICLE IX PROPERTY All property acquired by the 9-1-1 System shall be owned by it for and on behalf of its members whose interest therein shall be in shares proportionate to its surcharge contributions, unless provided otherwise by written agreement of the members. Northwest Central 9-1-1 System By-Laws 12 ARTICLE X AMENDMENT TO THE BY-LAWS A. Amendment to these By-laws may be proposed by any member of the System Board. B. The proposed amendment shall be submitted to the System Board at least thirty (30) days prior to the meeting of the Board at which such amendment is to be considered. C. A three/fourths (3/4) vote of the Board shall be required to adopt any amendment to the By-Laws. D. No amendment shall be in conflict with the Cooperation Agreement, the laws of the State of Illinois, or the applicable Rules and Regulations of the Illinois Commerce Commission. ARTICLE XI EFFECTIVE DATE These By-Laws shall go into effect immediately upon approval by the System Board. Northwest Central 9-1-1 System By-Laws 13 Exhibit A - Memorandum of Agreement - NWC911 1. Upon the date when all participants have approved and signed the revised Northwest Central 9-1-1 System Intergovernmental Agreement, Inverness will be considered a non-voting member of the system, and will be permitted to participate in all activities and deliberations of the system. Inverness will be granted voting rights when 9-1-1 operations for Inverness are officially transferred to the NWC911 System and monthly surcharge collections (wireless, VolP etc.) and system operational contributions are remitted directly to the Northwest Central 9-1-1 System. At that time, Inverness will have one seat and one vote on the NWC911 System Board (ETSB) (which is composed of the Village Managers or Administrators/City Administrators of the member municipalities). The Northwest Central 9-1-1 System will perform all necessary work associated with the preparation and filing of an amended 9-1-1 system plan with the Illinois Commerce Commission. 2. All 9-1-1 surcharge remittances and system operational contributions will be made payable to the Northwest Central 9-1-1 System and be sent by the ICC in the case of wireless surcharge collections, and by Voice over IP providers in the case of VolP collections and by Inverness in the case of local exchange access lines to the Northwest Central office. 3. Northwest Central will deposit the net amount remitted by Inverness based on the current system wide operating surcharge of $.29 per line per month. This amount will be allocated to the common 9-1-1 system funding pool and will be used for 9-1-1 system budgetary purposes. If at a later date, the members of the system determine that there is a need to increase the monthly operating surcharge for general system operating expenses or capital improvements Inverness will maintain parity in the portion of its contribution, which is allocated to 9-1-1 system operations. In June 2009, each member municipality is projected to contribute .43 of their monthly surcharge collection or the difference if there is not sufficient collection to a radio system infrastructure replacement fund. Inverness would be responsible for contributing .72 to the NWC911 System (.29 to operations and .43 to the radio system infrastructure replacement fund) at that time, 4. The Northwest Central 9-1-1 System will pay all expenses related to the provisioning of Enhanced 9-1-1 service for Inverness effective with the transfer of 9-1-1 functions to Northwest Central. This includes AT&T and other local exchange carrier service fees, database preparation and maintenance, 9-1-1 premise equipment hardware and software, and adequate backup capability. 5. Inverness will pay certain one-time fixed costs for new equipment and/or software or for the modification of certain system components necessary for the integration of I nverness into the Northwest Central 9-1-1 System. Inverness agrees to pay such expenses to the Northwest Central 9-1-1 System within 30 days after receipt of an invoice from the Northwest Central 9-1-1 System. The total combined one-time transitional expense for Inverness for system modifications is included in the aggregate found in item number 4 of the NWCDS Memorandum of Agreement. 6. Inverness agrees to be obligated for its proportionate share of the debts and liabilities outside of normal operating expenses, which may be incurred after its effective date of transfer of 9-1-1 operations to the Northwest Central 9-1-1 System. The proportionate share will be based on Inverness's share of the total number of access lines in the 9-1-1 system. Any balance remaining in its 9-1-1 system account on the date of transfer of operations must be transferred to the joint Northwest Central 9-1-1 System where such funds will be separately identified and administered by the Northwest Central 9-1-1 System. Those funds may be expended for any lawful 9-1-1 related expenses as Inverness directs.