May 6, 2019

Hon. Frank Haney

Chairman, Winnebago County Board
Via email to: Frank@wincoil.us

Hon. Marilyn Hite Ross

State’s Attorney of Winnebago County
Via email to: MhiteRoss@wincoil.us

Ms. Carla Paschal

Winnebago County Administrator
Via email to: CPaschal@wincoil.us

All Members of the Winnebago County Board.

Via email to posted addresses

Dear Ladies and Gentlemen:

We have been asked to reach-out to all of you on behalf of the Cities of Loves Park and South
Beloit, along with the Villages of Machesney Park, Cherry Valley, Durand, Pecatonica, Rockton,
Roscoe, and Winnebago who have been acting as a coalition of interested parties to address with
the County, maintaining quality 911 Operations which affect all of us. This letter is being sent to
all of you as recent events have made it unclear to us who is speaking on behalf of the County at
this time. As a result of this broad approach, we hope that our message reaches the proper
authority.

As many of you know, the County and our coalition of communities have been engaged in a
collaborative process through a working group of representatives of each party, to reach a
consensus on a management structure and a level of financial commitment from each entity to
better the 911 center. Over a period of five months, a term sheet was developed and agreed-upon
to be utilized as a framework for a draft agreement, followed by an initial draft set of documents
and a revised set which included the attached Intergovernmental Agreement, Bylaws and
Management and Staffing Agreement. These were not “our” documents as a coalition, but the
work product of the group which included Chairman Haney, Ms. Paschal, Deputy States’ Attorney
Kurlinkus, certain Members of the County Board and Sheriff Caruana. There were no surprises
here and there were continuous opportunities for input over the last several months. In the end,
we largely followed a model that has been used successfully in DuPage County since 1975 and
which incorporates the recommendations of the 2018 Mission Critical Partners study that was
commissioned by the ETSB to review the provision of 911 services in our County.
Recent unilateral action by the State’s Attorney’s office to abandon the consensus documents and
to retreat from the basic concepts that had been discussed leaves us confused as to the intention of
the County. While there is no statutory obligation on the part of any of the municipalities to
contribute to the costs of the 911 Center, we have collectively agreed to share the burden with the
County if we are provided a meaningful governance/oversight role in relation to the 911 Center
and its budget. The new proposal from the State’s Attorney maintains the obligation to pay but
eliminates shared governance and instead proposes only an advisory role. There is no incentive
for our communities to contribute to costs under that circumstance. Leaving the status quo in place
only harms the County in that we were willing to defray part of the costs. If the County does not
want to follow the Mission Critical Partners recommendation and establish an independent
governance board to oversee a service that affects all of us, we are not open to volunteering to pay
more. It bears note that eighteen months ago, the County was willing to give total control over to
the City of Rockford and so it is all the more puzzling that recent actions have sought to exclude
our member municipalities who are willing to contribute to the financial health of the operation.

We hope that you will review the enclosed documents which are the result of months of
collaborative work. They probably can be improved upon, but they should be the starting point to
complete our agreement. Starting over as the State’s Attorney now suggests is not an option. We
hope that the Board will take action to recommit to an open and collaborative process by
designating individuals with authority to complete any remaining negotiations necessary or by
taking action to adopt the tendered documents. At one time, the communities were willing to make
their contributions retroactive to January 1st; such is no longer the case since the State’s Attorney’s
office has not acted in good faith to complete the Agreement and there is no indication that they
are willing to finalize the working group’s documents. We remain willing to engage on the
collaborative basis under which we had been operating and we urge you not to delay in reinitiating
with us to complete this process.

Sincerely,

Gregory Jury Tim Savage Franklin Eubank

Mayor of Loves Park Administrator, Machesney Park Mayor of Winnebago
 INTERGOVERNMENTAL AGREEMENT
REGARDING REGIONAL PUBLIC SAFETY

THIS AGREEMENT (hereinafter “Agreement” or “Intergovernmental Agreement”) made this

_____ day of __________, 2019, by and among the City of Loves Park, Illinois, an Illinois Municipal
Corporation (hereinafter “Loves Park”), the Village of Machesney Park, an Illinois Municipal Corporation
(hereinafter “Machesney Park”), the Village of Cherry Valley, an Illinois Municipal Corporation
(hereinafter “Cherry Valley”), the Village of Durand, an Illinois Municipal Corporation (hereinafter
“Durand”), the Village of Pecatonica, an Illinois Municipal Corporation (hereinafter “Pecatonica”), the
Village of Rockton, an Illinois Municipal Corporation (hereinafter “Rockton”), the Village of Roscoe, an
Illinois Municipal Corporation (hereinafter “Roscoe”), the City of South Beloit, an Illinois Municipal
Corporation (hereinafter “South Beloit”), and the Village of Winnebago, an Illinois Municipal Corporation
(hereinafter “Winnebago”), with such entities referred to individually as a “Party” or “Municipality” and
collectively as the “Parties” or “Municipalities” and the County of Winnebago, an Illinois body politic
(hereinafter “County”), with all such entities referred to collectively as the “Parties” or “Member
Entities” and individually as a “Member Entity”.
W I T N E S S E T H:
WHEREAS, Article VII, Section 10(a) of the Constitution of the State of Illinois
authorizes municipal corporations and other governmental entities to join together in
intergovernmental agreements for the purpose of achieving statutory objectives and goals
individually and jointly, to obtain or share services and to exercise, combine, or transfer any power
or function, in any manner not prohibited by law or by ordinance and to use their credit, revenues,
and other resources to pay costs and to service debt related to intergovernmental activities; and
WHEREAS, the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.) provides that
any power or powers, privileges, functions, or authority exercised, or which may be exercised by
a public agency of this State may be exercised, combined, transferred, and enjoyed jointly with
any other public agency of this State; and
WHEREAS, the Parties, who collectively represent the units of local government which
are served by the Winnebago County Public Safety Answering Point (PSAP) for the answering
and dispatching of 9-1-1 emergency calls, have determined that it is in the best interests of their
constituents as a whole that the Parties cooperate to directly or indirectly encourage, support, and
operate the PSAP as a joint enterprise for the purpose of promoting, the general health and well-
being of the citizens of Winnebago County and to collectively address regional public safety
issues; and
WHEREAS, the Parties will each pass Resolutions adopting this Intergovernmental
Agreement in support of the creation of a governing board for the Winnebago County PSAP on
which each of the Parties will have meaningful representation; and
WHEREAS, The Parties wish to affirm and renew their commitment to the maintenance
of the Winnebago County PSAP.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, as well as the mutual covenants identified in this agreement, the Parties
agree as follows:

SECTION I
INCORPORATION OF RECITALS
The above recitals are incorporated herein by reference and made a part hereof.

SECTION II
NAME OF ENTITY
A governing board is hereby created by this Intergovernmental Agreement to be known as
the Winnebago County Public Safety Answering Point Governing Board (Winnebago County
PSAP Board or the Board) and to act on the authority delegated herein (but not as a unit of local
government), to fulfill the purposes of this Intergovernmental Agreement on behalf of the member
entities to fulfill the obligations of each with regard to the PSAP, but not absolving any such
member of its responsibilities.

SECTION III
PURPOSE
The Winnebago County PSAP Board will direct the operations of the Winnebago County
PSAP including, but not limited to issues of staffing, budgeting, allocation of costs, policies and
procedures as well as interaction with the local Emergency Telephone System Board (ETSB) and
area police, fire and emergency medical services (EMS) providers to address regional concerns
and issues relating to public safety. The Winnebago County PSAP Board shall have total control

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over the budgeting, allocations, assessments and disbursements for the PSAP. Notwithstanding the
foregoing, nothing herein shall absolve Winnebago County from its responsibility to provide for
and bear the costs associated with, the call taking functions of the PSAP for which Winnebago
County indemnifies the Winnebago County PSAP Board. Instead this Agreement sets forth the
manner in which Winnebago County will agree to provide those services through the Winnebago
County PSAP Board.

SECTION IV
ORGANIZATIONAL STRUCTURE
The governing powers of the Winnebago County PSAP Board shall be collectively vested
in directors consisting of one director representing each of the Parties to this Intergovernmental
Agreement appointed by the chief executive officer of each Member Entity or by such other
method as the Member Entity may determine. The Winnebago County PSAP Board shall be
operated pursuant to the Bylaws attached hereto as Exhibit “A” which are deemed adopted upon
execution of this Agreement and may be amended from time-to-time by action of the Winnebago
County PSAP Board as provided for in the Bylaws. The administrative powers of the Winnebago
County PSAP Board shall be vested in an Executive Director to be retained by the Winnebago
County PSAP Board, while day-to-day operations shall be under the direction of an Operations
Director. The positions of Executive Director and Operations Director are appointed by, may be
removed by, and are responsive to, the Winnebago County PSAP Board. The Chairperson of the
PSAP Board shall be the initial Executive Director until such time as the PSAP Board determines
that it needs to retain another person to perform this function. The Sheriff of Winnebago County
shall be named as the initial Operations Director and shall perform the duties thereof without cost
to the Winnebago County PSAP Board. Winnebago County shall continue to own or hold on behalf of
the ETSB and maintain the public safety answering point building and equipment in the name of the ETSB
or the County as is the case pursuant to its 2005 Agreement with the City of Rockford. As long as the
Winnebago County PSAP Board exists, the PSAP Board shall have the unimpeded right to the use of the
County public safety answering point facility whether or not County remains as the provider for this
Agreement or whether or not the County maintains its membership in the Winnebago County PSAP Board.
The County shall take all reasonable steps in it agreements with the ETSB to assure the continued use of
the building and equipment by the PSAP Board and shall involve the Executive Director or his/her designee

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in any negotiations with the ETSB and shall designate the PSAP Board as an intended third party
beneficiary of any agreements with the ETSB. The Board shall meet at least quarterly with the time,
date and location of regular meetings to be as stated in the adopted Bylaws. Should a court of
competent jurisdiction determine that any portion of this Intergovernmental Agreement of or the
Bylaws as amended from time-to-time are not valid or enforceable, all other provisions of this
Agreement and of the Bylaws shall remain in full force and effect and shall be read or modified in
such manner as to fulfill the purpose set forth above.

SECTION V
POWERS
The Winnebago County PSAP Board may do the following:
1. Adopt bylaws, policies, rules, and regulations, budgets and assessments of its
members to carry out the provisions of this Intergovernmental Agreement and the stated purpose
of the Winnebago County PSAP Board.
2. Maintain an office at either the office of the Sheriff of Winnebago County, the
PSAP facility or such other place as the Winnebago County PSAP Board decides.
3. Receive and accept from any private or public source, contributions, gifts, or grants
of money or property and specifically receive or oversee the disbursement of funding received by
the County from the ETSB, the County of Winnebago and the municipal Member Entities for
which it shall be solely responsible.
4. Act as a guarantor for debt obligations and hold and manage funds to support the
purposes of the organization.
5. Hold, manage and maintain the equipment utilized by the Winnebago County
PSAP.
6. Create and maintain a financial reserve for repair and replacement of capital assets
and for other expenditures as needed.
7. Enter into contracts and agreements with units of federal, state and local
government, private corporations, not-for-profit organizations, partnerships and or individuals to
fulfill or aid in fulfilling the purposes of the Winnebago County PSAP Board.

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 8. Retain consultants, experts, and professionals (executive director, operations
director, accountants, attorneys, etc.), as necessary to assist in the operation of the Winnebago
County PSAP Board as well as to consult on other regional public safety matters.
9. Do all things necessary or convenient to carry out the powers granted by this
Intergovernmental Agreement and as provided by law.
10. Noting contained herein shall prohibit the Winnebago County PSAP Board from
assigning to one or more of its Members, with the consent of that Member and an affirmative vote
of the Members as provided for in the Bylaws, the functions of a particular duty and/or power
provided for in this Agreement or any duty necessary to fulfill the purpose of the Winnebago
County PSAP Board. The Winnebago County PSAP Board recognizes that it may be required to
have one of its Members perform duties or powers provided for in this Agreement.

SECTION VI
TERRITORY
The territory of the Winnebago County PSAP Board shall be coterminous with the
collective operational territory of all of the Member Entities. The territory is subject to change
pursuant to the Bylaws should additional member entities outside of the current territory be
admitted by action of the Board.

SECTION VII
FINANCE
The Winnebago County PSAP Board shall administer and direct the disbursement of all
funds provided for the operations of the Winnebago County PSAP by the ETSB, the County of
Winnebago, the Member Entities and any other source. Any items paid for directly or indirectly
by the ETSB shall continue to be paid for in such manner reducing the total costs budgeted for by
the PSAP Board. Winnebago County shall continue to bear the costs associated with the call
taking functions of the PSAP and nothing herein shall absolve it of that responsibility. A
delegation of the authority to oversee, manage and direct call taking is what is granted herein. The
County and the other member entities will share the costs of dispatch in a manner to be determined
by the Winnebago County PSAP Board. All monies received for the operation of the PSAP from
any source will be accounted for separately and held in an interest-bearing account held by a

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Member Entity or Member Entities of the Winnebago County PSAP Board for the Winnebago
County PSAP Board as the Winnebago County PSAP Board may elect from time to time. The
Winnebago County PSAP Board shall have sole discretion over the use of such funds for the
administration and operation of the PSAP. Disbursements must be made as directed by the
Winnebago County PSAP Board and no disbursements may be made from the account without the
approval and/or direction of the Winnebago County PSAP Board.

Each Member Entity agrees that it shall at all times appropriate the funds required of it by
the Winnebago County PSAP Board for the operation and maintenance of the PSAP as called for
in the annual budget approved by the Winnebago County PSAP Board and that it shall be bound
by the Bylaws adopted by the Winnebago County PSAP Board.

SECTION VIII
MISCELLANEOUS
1. Entire Agreement. This Agreement incorporates the entire agreement of the parties
and may be varied only by written further agreement.
2. Binding Agreement. This Agreement shall be binding upon and inure to the benefit
of the Parties, their heirs, successors and assigns.
3. Governmental Action. This Agreement is subject to and subordinate to the
requirements of applicable law and of any governmental agency having jurisdiction.
Notwithstanding any other provision of this Agreement, in the event that any governmental agency
having jurisdiction, through an official and duly promulgated rule, regulation, or policy,
disapproves in whole or in part this Agreement, takes any official and duly promulgated action
substantially inconsistent with this Agreement, or officially promulgates a rule, regulation, or
policy that results in the operation and/or legal effect of this Agreement being violative of such
official and duly promulgate rule, regulation, or policy, the parties shall negotiate in good faith to
modify the terms of this Agreement to the extent and in a manner reasonably necessary or desirable
to accommodate such governmental action. In the event that mutually acceptable modifications
cannot be agreed upon within ninety (90) days after the commencement of the negotiations, this
Agreement shall be deemed to be unenforceable and shall terminate thirty (30) days thereafter.
4. Illinois Law. This Agreement shall be governed by the laws of the State of Illinois.

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 5. Notices. Any Notices to any Party are to be directed to the Chief Executive of such
party at the principal offices of the Party.
6. Counterparts. This Agreement may be executed in any number of counterparts
which shall collectively constitute the Agreement.

IN WITNESS WHEREOF, the Parties have executed this Intergovernmental Agreement

as of the date set forth above at Winnebago County, Illinois.

SIGNATURE PAGES TO FOLLOW

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City of Loves Park, Illinois ATTEST:

By:______________________________ By:________________________________
Its: Mayor Its: City Clerk

Village of Durand, Illinois ATTEST:

By:______________________________ By:______________________________
Its: President Its: Village Clerk

Village of Pecatonica, Illinois ATTEST:

By:______________________________ By:______________________________
Its: President Its: Village Clerk

Village of Rockton, Illinois ATTEST:

By:______________________________ By:________________________________
Its: President Its: Village Clerk

Village of Cherry Valley, Illinois ATTEST:

By:______________________________ By:________________________________
Its: President Its: Village Clerk

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Village of Roscoe, Illinois ATTEST:

By:______________________________ By:______________________________
Its: President Its: Village Clerk

City of South Beloit, Illinois ATTEST:

By:______________________________ By:______________________________
Its: Mayor Its: City Clerk

Village of Winnebago, Illinois ATTEST

By:______________________________ By:______________________________
Its: President Its: Village Clerk

County of Winnebago ATTEST:

By:______________________________ By:______________________________
Its: Its:

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 Exhibit “A”
See Attached Bylaws

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 WINNEBAGO COUNTY PUBLIC SAFETY ANSWERING POINT
GOVERNING BOARD
BYLAWS

ARTICLE I. Name.

The name of the organization shall be the Winnebago County Public Safety Answering Point

Governing Board.

ARTICLE II. Organization.

The Winnebago County Public Safety Answering Point Governing Board (the Board), has been

created as a governing board pursuant to an Intergovernmental Agreement of the City of Loves

Park, Illinois, an Illinois Municipal Corporation (hereinafter “Loves Park”), the Village of

Machesney Park, an Illinois Municipal Corporation (hereinafter “Machesney Park”), the Village

of Cherry Valley, an Illinois Municipal Corporation (hereinafter “Cherry Valley”), the Village of

Durand, an Illinois Municipal Corporation (hereinafter “Durand”), the Village of Pecatonica, an

Illinois Municipal Corporation (hereinafter “Pecatonica”), the Village of Rockton, an Illinois

Municipal Corporation (hereinafter “Rockton”), the Village of Roscoe, an Illinois Municipal

Corporation (hereinafter “Roscoe”), the City of South Beloit, an Illinois Municipal Corporation

(hereinafter “South Beloit”), the Village of Winnebago, an Illinois Municipal Corporation

(hereinafter “Winnebago”), and the County of Winnebago, an Illinois body politic (hereinafter

“County”), who shall each be referred to as Member Entities. The principal office of the Board

will be at the location of the Winnebago County Public Safety Answering Point or at such other

place as the Board determines to be appropriate.

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The Board shall not be a separate unit of local government, and representatives serving on the

Board shall receive no compensation in their capacity as members nor shall they receive any

reimbursement of expenses.

ARTICLE III. Purpose.

The Board will direct the operations of the Winnebago County Public Safety Answering Point

(PSAP), including, but not limited to issues of staffing (including, but not limited to retaining an

Executive Director to oversee administrative functions and an Operations Director to oversee day-

to-day operations), budgeting, policies and procedures as well as interaction with the local

Emergency Telephone System Board (ETSB) and members of the law enforcement, fire and EMS

agencies served by the PSAP. The Board shall have full authority over the disbursement of funds

and shall have the right to assess the member entities as necessary to meet the obligations of the

PSAP as well as to maintain reasonable reserves and the ability to hire such consultants and

professionals as may be necessary to assist in its operations and activities. The Board shall also

serve as an opportunity for the Member Entities to discuss matters of regional concern regarding

public safety. Nothing in these Bylaws alters the responsibility of Winnebago County to provide

and pay for call taking services pursuant to their obligations under authorization granted to them

by the Emergency Telephone System Act or such other agency or statute of the State of Illinois.

ARTICLE IV. Membership.

The Board shall represent the County and each member municipality collectively. (Member

Entities). Each Member Entity shall adopt the Intergovernmental Agreement referenced in Article

II, above, shall agree to be subject to the terms of these Bylaws and shall timely pay all assessments

established by the Board for the Member Entity’s participation. Additional members may be added

by vote of the Board as set forth in these Bylaws.

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ARTICLE V. Directors.

The Board will consist of a representative (Director) and a designated substitute from each Member

Entity with the Sheriff of Winnebago County as a non-voting ex officio member. Directors and

shall be elected officials of the Member Entity and the designated substitute shall serve only so

long as the elected Director is in office. The Directors and substitutes shall be appointed to the

Board by the Chief Executive of each Member Entity or by such other method as each Member

Entity may select for the appointment of their respective representative. The Directors shall each

serve until the appointment of their successors by each Director’s Member Entity. Any vacancy

will be filled by the Member Entity represented by the departing Director. Directors shall serve at

the pleasure of the Chief Executive of their individual represented Member Entity. No Director

shall receive any compensation from the Board.

The Board shall determine policy within the limits of these Bylaws, the Intergovernmental

Agreement creating the Board and the statutes and regulations of the State of Illinois and shall

have full discretion in the direction and disbursement of the funds under its control to the extent

not inconsistent with its stated objectives the foundational intergovernmental agreement. It shall

utilize a policy governance approach and may adopt such policies, rules and regulations for

conducting business as it shall deem advisable and may, in the execution of the powers granted to

it, appoint such agents as it may consider necessary. The Board hereby creates the role of

Executive Director to act as its agent, for the execution of such policies and thereafter shall monitor

the progress of its policies to assure desired outcomes are being achieved. The Board also creates

the role of Operations Director. The Board shall charge the Operations Director with the authority

to monitor and direct the day-to day operations of the PSAP subject to oversite from the Board and

the Executive Director. The Board shall set goals and parameters within which the Executive

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Director and the Operations Director shall operate to achieve Board objectives and by which the

performance of the Executive Director and Operations Director shall be measured.

ARTICLE VI. Voting.

Each Director shall have a vote weighted as set forth herein. The County shall have a vote

weighted as 3 votes, Loves Park and Machesney Park shall each have a vote weighted as 2 votes,

and all other seven Member Entities shall have a vote weighted as 1 vote, thereby resulting in a

total of 14 votes. An affirmative action of the Board shall require a vote of Directors representing

not less than a majority of the fourteen votes. For certain actions, such as the admission of new

members, the outsourcing of services, the appointment of the Executive Director and Operations

Director, the adoption of the budget or any other action outside of the ordinary course of business,

a minimum of 11 of the 14 votes shall be required.

ARTICLE VII. Meetings.

The Board shall meet not less frequently than once per calendar quarter to generally conduct all

business of the Board. The quorum necessary to conduct the business of the Board shall require

the physical presence (or deemed presence), of Member Entities holding at least 10 of the 14 votes.

The Board shall act in an oversight capacity of the Executive Director who will have all

administrative, executive, spending and contracting authority to carry out the objectives of The

Board and to undertake all necessary actions to fulfill the direction of the Board as well as other

day-to-day executive or administrative functions.

The Board, at its meetings, shall address any business that may need to be conducted to further the

goals and purposes of the Board. At its annual meeting to be held in the first calendar quarter of

each year, the Board shall set a calendar of regular meetings for the next fiscal year. All meetings

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of the Board and committees thereof shall be conducted pursuant to the version of Robert’s Rules

of Order then currently utilized by the County of Winnebago, shall be conducted at the offices of

the Winnebago County public safety answering point or some other designated location within

Winnebago County, Illinois and shall comply with the Illinois Open Meetings Act. A Member

Entity’s presence at any meeting by its appointed Director shall constitute a waiver of any

deficiency of notice by such Member Entity.

Any two (2) Member Entities may, through such Entities’ respective Directors, call a special

meeting at such other times as may be deemed necessary by it for any purpose. Special meetings

shall take place within Winnebago County, Illinois. Written Notice of the date, time and place of

such special meeting as well as the agenda for such meeting shall be given to all Directors. Should

a special meeting need to be called, the Directors will be given at least seven calendar (7) days’

notice of the time and place thereof except in case of emergency when at least two calendar (2)

days’ notice must be given. A Member Entity’s presence at any meeting by its appointed Director

shall constitute a waiver of any deficiency of notice by such Member Entity.

Attendance in person at all meetings shall be expected for all Directors. Each Member Entity shall

assure the presence of a representative to participate in the meetings of the Board. Directors or

members of any committee thereof who are unable to attend in person may, by prior notice to the

Executive Director, participate in a meeting of the Board of Directors or committee through the

use of any means of communication by which all persons participating may simultaneously hear

each other during the meeting. Such participation shall constitute presence in person at the meeting

and the Director shall be allowed to vote on matters before the Board or committee.

Notwithstanding the foregoing, a sufficient number of Directors must be physically present to

constitute a quorum to conduct business. Should a Member Entity fail to have a representative
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present for two (2) consecutive meetings, at the second such meeting, it shall be deemed as though

such representative was present for purposes of quorum and that such representative voted in

accordance with the majority on any question before the Board.

ARTICLE VIII. Committees.

The Board may create such temporary and standing committees as it deems necessary. Such

committees shall be chaired by the Executive Director or his or her designee, and may include

non-member individuals or entities. Committees shall act in an advisory capacity and make

recommendations to the Board through the Executive Director with the Board to retain all authority

for action. Committees shall meet at the call of the Chair of the Committee. A quorum will be

established by the presence of a majority of the members of the Committee. The act of a majority

of the members of the Committee will be the act of the Committee with each member having an

equal vote. Specific duties for all committees shall be assigned by the Board. Standing

Committees are hereby formed to address issues relevant to law enforcement, fire service and

emergency medical services so that the Board properly addresses the policies, procedures,

management and staffing of the Winnebago County PSAP to meet the needs of each area of

service. The Law Enforcement Committee shall include a member representative of the Police

Department of each participating entity and the Fire and EMS Committee will include a member

representative of each fire protection district or municipal fire department serving each member

entity.

ARTICLE IX. Administration.

The Board shall elect a Chair and Vice-Chair from its membership and shall have any such other

officers as the membership may deem necessary. Each shall serve a term of four (4) years and

such officers shall be eligible for re-election for another four (4) year term. Officers may not serve
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more than two consecutive terms for the same office but will be eligible for office again after not

serving for a term. An officer whose term has expired shall continue to serve in that capacity until

a replacement has been elected. Notwithstanding the foregoing, the term of any such officer shall

terminate if they are no longer a Director of the Board and any vacancy will occasion early

elections. For purposes of the initial term, Mayor of Loves Park Gregory R. Jury shall be Board

Chair and Village of Winnebago President Franklin J. Eubank, Jr. shall be the Vice-Chair.

The Chairperson of the Board of Directors shall serve as the Chief Governance Officer (CGO) of

the Board. The CGO shall be responsible for: ensuring that the Board fulfills its governance

obligations as set forth these Bylaws and the Inter-governmental Agreement by which it was

created; presiding at all meetings of the Board; negotiating the contract of the Executive Director

for presentation to the Board and fulfilling other obligations as may be delegated from time to time

by the Board in order to effectuate the policies and directives of the Board.

The Vice-Chairperson of the Board shall assist the Chairperson in the discharge of his/her duties

as the Chairperson may direct and shall perform such other duties as from time to time may be

assigned to him/her by the Chairperson or by the Board. In the absence of the Chairperson, or in

the event of his/her inability or refusal to act, the Vice-Chairperson shall perform the duties of the

Chairperson, and when so acting, shall have all of the powers of and be subject to all restrictions

upon the Chairperson. The Board shall have an Executive Director which shall, initially, be the

Chairperson. The Board may choose to hire an independent Executive Director who shall be

selected by the Chairperson and approved with the advice and consent of the Board.

ARTICLE X. Operations.

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Initially, the Sheriff of Winnebago County shall serve as the Operations Director without charge

to the Board and shall manage the daily affairs and activities of the PSAP as well as directing all

operations in accordance with the policies established by the Board and shall be responsible to the

Board as established in a Staffing and Management Contract to be adopted by the Board. Initially,

the Chairperson of the PSAP Board shall act as the Executive Director without charge to the Board

with the duties of the Executive Director to be determined by Board Policy. The Executive

Director may, in his/her sole discretion, appoint a recording secretary and other subordinate

positions, each to act without compensation from the Board or its resources, as he/she may deem

necessary to assist with the duties and obligations of the Executive Director. The Executive

Director shall also assist the Board in setting its annual Budget and in recommending changes in

policy to better support the objectives of the PSAP. The Board shall annually evaluate the

performance of the Operations Director and reserves the right to outsource the functions of the

Executive Director, the Operations Director or the PSAP itself should it determine that such action

better fulfills the goals of the PSAP. The Operations Director shall be responsible for the day-to-

day supervision and oversight of the PSAP staff and its operations handling all labor matters,

staffing issues, discipline, equipment needs and maintenance and other responsibilities necessary

to assure the optimal operation of the PSAP in accordance with Board policy. The Operations

Director shall be responsible to the Executive Director and to the Board.

ARTICLE XI. Assessments.

The Board shall annually review the financial needs of the PSAP (“Total Costs”) and determine

the assessment necessary for each Member Entity to contribute to the PSAP to be combined with

funds provided directly or indirectly by the ETSB, in order to meet the need determined by the

PSAP Board. The assessment shall be determined as follows:

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 1. The entire allocated cost associated with call taking (“County Call Taking Responsibility”),

shall be contributed by the County to fulfill its responsibility for call taking. This sum is

currently agreed to be Forty Percent (40%) of the Total Costs determined by the ratio of

telecommunicators assigned to call taking to the total number of telecommunicators

staffing the PSAP (call takers and dispatchers) exclusive of supervisory personnel;

2. Ten Percent (10%) of the remaining Total Cost after deducting the costs attributable to

County Call Taker Responsibility, shall be equally divided among each of the Member

Entities as a base fee (“Base Fee”);

3. The remaining Total Costs after deducting the County Call Taking Responsibility and the

Base Fee are to be paid by each Member Entity in quarterly installments based upon the

percentage of CAD incidents attributable to such Member Entity compared to the entirety

of CAD incidents as reported by the PSAP for the preceding calendar year. Payments shall

be made on the first day of each calendar quarter to the Winnebago County Treasurer to be

deposited in the segregated account maintained for the PSAP Board. During the first

calendar quarter of each year, the percentage of CAD incidents attributable to each Member

Entity for the previous year will be reviewed and adjustments made to reflect any changes

as a “true-up” with the payment due for the second calendar quarter adjusting the payments

going forward.

The monies designated for the County Call Taking Responsibility are not intended to remove any

call taking cost responsibility from the County but represents the current assessment of the

Member Entities’ of the percentage of total costs appropriately allocated to that activity. A

9
calculation of the initial assessments utilized for calendar year 2019 is attached hereto as Exhibit

A in further explanation of the preceding methodology of assessment.

ARTICLE XII. Funds.

All funds of the Board not otherwise employed shall be deposited from time to time to the credit

of the Board in fiduciary accounts for the Board held separately accounted for, for its benefit by

such Member Entity or Member Entities as the Board may decide. The custodian of the funds

shall cause to be kept correct and complete books and records of account and all books and records

of the Board may be inspected by any Director, Member Entity or its agent or attorney for any

proper purpose at any reasonable time. The custodian of the fund or funds shall prepare a quarterly

report of activity of the account to be presented at each regular meeting of the Board.

ARTICLE XIII. Fiscal Responsibility.

In order to provide for lawful and adequate provisions for sound fiscal policies and practices of

the Board including the preparation of an annual financial report, the Board hereby adopts the

auditing, accounting and disbursement protocols of the Member Entity holding the funds for the

Winnebago County PSAP Board, excluding therefrom only such protocols which would limit the

Board’s ability to manage and disburse the funds without County approval. The audits conducted

by the Member Entity holding the funds of the Winnebago County PSAP Board are adopted such

that the Board need not undertake a separate annual audit in the regular course of its business. The

fiscal year of the Board shall coincide with that of the Member Entity holding the funds of the

Winnebago County PSAP Board, or such other fiscal year as fixed by resolution of the Board.

Disbursements are to be made by the Member Entity holding the funds of the Winnebago County

10
PSAP Board. Actions of the Board are final as to the use of funds under its control without the

need for separate approval by any Member Entity.

ARTICLE XIV. Conflict of Interest.

The fact that a Member Entity may have a financial interest in a particular transaction or that it is

a party to the transaction under consideration shall not invalidate such Entity’s voting rights. As

public entities acting in concert through intergovernmental agreements, technical or actual

conflicts will arise from time-to-time, but such shall not be a bar to proceeding if the contemplated

transaction is in the best interests of the Board. It shall be the obligation of the entity to disclose

its interest prior to voting. The legal counsel or other professionals retained by each Member

Entity who may be called upon to work in conjunction with the Board or a subset of its members

shall not be deemed to have a conflict of interest despite such dual representation if the matter is

in the best interests of the Winnebago County PSAP Board or of the PSAP.

ARTICLE XV. Independent Verification.

In discharging their duties, members of the Board of Directors are entitled to rely upon

information, opinions, reports or statements, including financial statements and other financial data

presented to them without the need to independently verify such information.

ARTICLE XVI. Termination.

Should any Member Entity choose to withdraw from the Intergovernmental Agreement forming

the Winnebago County PSAP Board, it must give a minimum of two full calendar years’ notice of

its intent to withdraw. The Winnebago County PSAP Board may only be terminated by unanimous

vote of its members.

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ARTICLE XVII. Amendments.

Amendments to these Bylaws may be made at any time and approved by the Board of Directors

by 3/4th vote of the outstanding weighted votes of the Board (11 of 14 votes) and subject to the

provisions of the Intergovernmental Agreement forming the Board as well as subject to Illinois

law.

These Bylaws were adopted by action of the Winnebago County Public Safety Answering Point

Governing Board on this _____ day of _________ 2019 and shall be deemed effective as of

January 1, 2019.

_____________________________

Chair

Ayes: _____ Nays: _____ Abstentions: _____

12
 PUBLIC SAFETY ANSWERING POINT STAFFING AND MANAGEMENT
AGREEMENT

This Agreement ("Agreement") is entered into this _____ day of ____________, 2019,
with an effective date of January 1, 2019, by and between Winnebago County, a body politic and
political subdivision of the State of Illinois (“County”), The Sheriff of Winnebago County,
Illinois (“Sheriff”) an elected public official and The Winnebago County Public Safety
Answering Point Governance Board, an entity created by intergovernmental agreement of users
of the Winnebago County Public Safety Answering Point ("PSAP Board").

RECITALS

WHEREAS, Winnebago County is a political subdivision of the state of Illinois and a

body politic operating under the Counties Code 55 ILCS 5/1-1 et seq. and is in a position to
provide staffing and equipment to the Public Safety Answering Point; and

WHEREAS, The Sheriff of Winnebago County (Sheriff), is an elected official currently

charged with providing supervision of personnel and responsibility for operations of the
Winnebago County Public Safety Answering Point and whose office is one of the users of the
public safety answering point; and

WHEREAS, the PSAP Board is an entity formed by intergovernmental agreement

pursuant to Article VII, Section 10(a) of the Constitution of the State of Illinois as well as the
Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.), and its mandate is to manage and
operate the Winnebago County Public Safety Answering Point; and

WHEREAS, PSAP BOARD desires COUNTY to provide to it and COUNTY agrees to

provide to PSAP BOARD specific professional 9-1-1 telecommunicators and, as necessary,
licensed emergency medical dispatch personnel and equipment to assist in PSAP BOARD’s
provision of Public Safety Answering Point services throughout its designated territory; and

WHEREAS, PSAP BOARD desires SHERIFF to provide to it and SHERIFF agrees to

provide to PSAP BOARD the skills to manage and supervise professional 9-1-1
telecommunicators and, as necessary, licensed emergency medical dispatch personnel and to
oversee and direct the operations of the personnel and necessary telecommunications equipment
and to fulfill administrative responsibilities associated with operations by undertaking the role of
Operations Director to assist in PSAP BOARD’s provision of Public Safety Answering Point
services throughout its designated territory; and

WHEREAS, the parties desire to provide a full statement of their agreement in

connection with the provision by County of 9-1-1 telecommunicators and emergency medical
dispatch personnel, facilities and equipment associated with County’s Public Safety Answering

1
Point in Rockford, Illinois as well as the management of those operations during the term of this
Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements

contained herein as well as the above recitals which are incorporated into this Agreement, it is
understood and agreed by and between the parties hereto as follow:

ARTICLE 1
TERM AND TERMINATION

1.1. Term of Agreement. This Agreement shall commence as of January 1, 2019 and
shall continue until December 31, 2021 (“Initial Term”). The Agreement shall automatically
renew for successive two-year periods thereafter (“Subsequent Term”), unless either party
provides written notice to the other by the first day of August prior to the close of the Initial
Term (or the close of any Subsequent Term) of an intent not to continue the Agreement.
Negotiations for any changes in the terms of this Agreement shall be conducted in good faith
seeking resolution no later than July 1 of the then current Term.

1.2. Termination for Breach of a Material Term. This Agreement may be terminated
by either party for the breach by the other party of a material term of the Agreement as follows:

1.2.1 Immediately upon receipt by the breaching party of written notice of the
breach, if the breach or non-performance is incapable of cure; or

1.2.2 Upon the expiration of ten (10), days of written notice of the breach, if the
breach or non-performance is capable of cure and has not been cured. The
non-breaching party may choose, in that instance and without waiving any
future breach, to extend the time for the breaching party to come into
compliance without terminating this Agreement.

1.2.3 In the event of breach without cure, the non-breaching party shall have all
legal and equitable remedies available to it.

1.3. Termination upon Agreement. In the event that the parties shall mutually agree
in writing, this Agreement may be terminated on the terms and dates stipulated therein.

1.4. Governmental Action. This Agreement is subject to and subordinate to the

requirements of applicable law and of any governmental agency having jurisdiction.
Notwithstanding any other provision of this Agreement, in the event that any governmental
agency having jurisdiction, through an official and duly promulgated rule, regulation, or policy,
disapproves in whole or in part this Agreement, takes any official and duly promulgated action
substantially inconsistent with this Agreement, or officially promulgates a rule, regulation, or
policy that results in the operation and/or legal effect of this Agreement being violative of such
official and duly promulgate rule, regulation, or policy, the parties shall negotiate in good faith to
modify the terms of this Agreement to the extent and in a manner reasonably necessary or
desirable to accommodate such governmental action. In the event that mutually acceptable
modifications cannot be agreed upon within ninety (90) days after the commencement of the

2
negotiations, this Agreement shall be deemed to be unenforceable and shall terminate thirty (30)
days thereafter.

ARTICLE 2
SERVICES AND RESPONSIBILITIES

2.1. Duties of COUNTY (Services). COUNTY shall provide two (2) call takers,
three (3) dispatchers and one (1) supervisor for each shift to work from County’s Public Safety
Answering Point location in Rockford, Illinois to provide 911 call taking and dispatching
services in PSAP BOARD’s territory on a twenty-four hour basis, seven days per week
throughout the Initial Term and any Subsequent Term. Pursuant to an Intergovernmental
Agreement between the COUNTY and the PSAP BOARD, the cost for the call takers and for a
percentage of the supervisor expense are to be borne solely by the COUNTY.

2.2. Duties of Personnel. The call takers, dispatchers and supervisor (Personnel), will
function at the direction of the Operations Director and/or his/her designee. The responsibilities
of the Personnel shall include but are not limited to:

2.2.1 Providing 9-1-1 and 10-digit emergency telephone call processing and
emergency communications services in response to requests received from
members of the public, members of public safety agencies, another PSAP
or any other manner or form of a call for assistance in a timely and
professional manner in accordance with the ETSA and standard operating
procedures of the public safety answering point as amended from time to
time by the PSAP BOARD. County shall maintain a level of operational
performance that is consistent with nationally recognized standards or
standards as defined by the PSAP BOARD as amended from time to time.

2.2.2 Responding to 911 calls as well as all other emergency related telephone
or radio traffic received by the public safety answering point and dispatch
the same to the appropriate response agency in a timely and professional
manner.

2.2.3 Providing proctoring and instruction to call takers and dispatchers to

continually improve upon the quality of the service and evaluate and
implement initiatives to improve the services being provided. Each employee
of COUNTY who has responsibilities for answering and processing 9-1-1
Calls and for the dispatching and coordination of public safety resources
shall have and maintain, all applicable certifications, including but not
limited to, those required by the Association of Public Communications
Officials, the Medical Priority Dispatch System and any other local, state,
federal, or professional organizations.

2.2.4 Provide and actively participate in critical incident stress debriefing

programs established by or required by the Stakeholder Public Safety
Agencies from time to time and establish an ongoing stress management
program for its employees.

3
 2.2.5 Maintain the equipment in the public safety answering point as well as the
facilities in good operating condition.

2.2.6 Develop a procedure for the recall of off-duty personnel during large scale
emergencies that exceed the capacity of the on-duty staff. In times of
anticipated surge in call volume, such as approaching severe weather,
COUNTY shall make a good faith effort to schedule additional staff for the
County PSAP. Additionally, COUNTY shall provide a liaison to any
Emergency Operations Centers when requested during times of declared
disaster. COUNTY shall take into account existing backup and overflow call
arrangements and the use of NextGen 9-1-1 technology when setting this
policy which shall be made available to the Board.

2.2.7 Participate in programs coordinated by the PSAP BOARD and

Stakeholder Public Safety Agencies aimed at educating the general public
about issues related to 9-1-1 services. COUNTY shall participate with the
PSAP BOARD and Stakeholder Public Safety Agencies in local
community efforts.

2.2.8 Train Personnel to a level of National Incident Management System (NIMS)

awareness and capability that is consistent with their job responsibilities.
COUNTY will also collaborate with the Stakeholder Public Safety Agencies
through PSAP BOARD Committees to establish in-service training programs,
as necessary, to familiarize staff with the Incident Command Systems of the
Stakeholder Public Safety Agencies. Within the limits of the staffing model,
COUNTY will also make staff available to participate in inter-agency training
and exercises designed to enhance the functioning of the Incident Command
System.

2.3. Personnel. COUNTY shall be responsible for providing a core group of staff
who will serve to fulfill COUNTY’s obligations to the PSAP BOARD. Other appropriately
licensed personnel from COUNTY may provide service to the PSAP BOARD under this
Agreement in place of the core group from time to time to allow for illness, vacation or other
absence by the core group. COUNTY shall have the sole and exclusive responsibility for the
selection, hiring, discipline and termination of such Personnel providing services to PSAP
BOARD pursuant to this Agreement.

2.4. Facilities and Equipment. COUNTY shall continue to hold and/or own and maintain
the COUNTY public safety answering point building (including but not limited to heating, cooling,
electrical service, cleaning, landscaping, etc.) and equipment in the name of the ETSB or County as is the
case pursuant to its 2005 Agreement with the City of Rockford. As long as the PSAP BOARD exists, the
PSAP BOARD shall have the unimpeded right to the use of the COUNTY public safety answering point
facility and equipment and such right shall survive the termination of this Agreement.

2.5. Governing Regulations. COUNTY personnel shall abide by the rules,

regulations and procedures for such personnel as established from time to time by the State of

4
Illinois or other governmental units which may be applicable to public safety answering points
and the operation of the public safety answering point. Such personnel shall also at all times,
adhere to the applicable rules, standard operating procedures or guidelines (SOPs/SOGs) of
COUNTY, the Winnebago County Sheriff’s Department and of the PSAP BOARD.

2.6. Independent Contractor. It is understood by all parties hereto that COUNTY

and the personnel supplied hereunder to PSAP BOARD are not employees of the PSAP
BOARD. In providing personnel to operate the County public safety answering point pursuant to
the terms of this Agreement, COUNTY shall be considered as an independent contractor and shall
not become or be deemed to be an agent, servant, or employee of the PSAP BOARD

2.6.1 COUNTY shall be responsible for paying compensation to the supplied

personnel, associated workers compensation insurance and payroll taxes
as well as any compensation due pursuant to the provisions of any
pertinent collective bargaining agreement and shall indemnify and hold
the PSAP BOARD harmless therefrom.

2.6.2 COUNTY shall be responsible for providing benefits to the personnel

supplied hereunder in such manner and commensurate with the benefits
offered to its other employees and in accordance with any collective
bargaining agreement that is in place from time-to-time.

2.6.3 COUNTY shall be solely responsible for the employment policies of the
personnel staffing the public safety answering point including, but not
limited to, their individual assignment, authority to hire and fire
employees pursuant to applicable policy and collective bargaining
agreements, and the maintenance of all human resources and payroll
activities related to the personnel.

2.6.4 COUNTY shall maintain all existing policies of coverage on the public
safety answering point facility as it remains in their ownership possession.

2.6.5 County shall pay all costs associated with call taking at the public safety
answering point.

2.6.6 County agrees to comply, at its own expense, with all safety, health and
work laws, regulations and rules. COUNTY will also ensure compliance
with safe work practices as well as all applicable state and federal laws
and regulations.

2.6.7 County shall provide cleaning and maintenance services for the PSAP
facility and equipment.

2.7. Duties of SHERIFF as Operations Director (Management Services). SHERIFF

shall have the supervisory authority of the Public Safety Answering Point acting in the role of
Operations Director with sole and exclusive authority for conducting day-to-day operations and

5
supervision of personnel and shall be responsible to and shall report to, the PSAP BOARD. The
SHERIFF will:

2.7.1 Appoint such supervisory positions as are necessary for the effective,
professional operation of the public safety answering point.
2.7.2 Oversee and direct 9-1-1 and 10-digit emergency telephone call
processing and emergency communications services in response to
requests received from members of the public, members of public safety
agencies, another PSAP or any other manner or form of a call for
assistance in a timely and professional manner in accordance with the
ETSA and standard operating procedures of the public safety answering
point as amended from time to time.

2.7.3 Assure a level of operational performance that is consistent with nationally

recognized standards or standards as defined by the PSAP BOARD as
amended from time to time as well as overseeing the scheduling,
management and discipline of staff.

2.7.4 Provide proctoring and instruction to call takers and dispatchers to

continually improve upon the quality of the service and evaluate and
implement initiatives to improve the services being provided. Each employee
of COUNTY who has responsibilities for answering and processing 9-1-1
Calls and for the dispatching and coordination of public safety resources
shall have and maintain, all applicable certifications, including but not
limited to, those required by the Association of Public Communications
Officials, the Medical Priority Dispatch System and any other local, state,
federal, or professional organizations.

2.7.5 Provide and actively participate in critical incident stress debriefing

programs established by or required by the Stakeholder Public Safety
Agencies from time to time and establish an ongoing stress management
program for its employees.

2.7.6 Maintain the equipment in the public safety answering point in good
operating condition.

2.7.7 Develop a procedure for the recall of off-duty personnel during large scale
emergencies that exceed the capacity of the on-duty staff. In times of
anticipated surge in call volume, such as approaching severe weather,
SHERIFF shall make a good faith effort to schedule additional staff for the
public safety answering point. Additionally, SHERIFF shall provide a liaison to
any Emergency Operations Centers when requested during times of declared
disaster. SHERIFF shall take into account existing backup and overflow call
arrangements and the use of NextGen 9-1-1 technology when setting this
policy which shall be made available to the PSAP BOARD.

6
 2.7.8 Participate in programs coordinated by the PSAP BOARD and
Stakeholder Public Safety Agencies aimed at educating the general public
about issues related to 9-1-1 services. SHERIFF shall participate with the
PSAP BOARD and Stakeholder Public Safety Agencies in local
community efforts.

2.7.9 Train Personnel to a level of National Incident Management System (NIMS)

awareness and capability that is consistent with their job responsibilities.
County will also collaborate with the Stakeholder Public Safety Agencies
(Board Committees) to establish in-service training programs, as necessary, to
familiarize staff with the Incident Command Systems of the Stakeholder Public
Safety Agencies. Within the limits of the staffing model, SHERIFF will also
make staff available to participate in inter-agency training and exercises
designed to enhance the functioning of the Incident Command System.

2.8. Performance Reports. SHERIFF will provide monthly and annual performance
reports that incorporate metrics agreed to by the Parties:

(a) Quarterly reports to the PSAP BOARD detailing performance for the
previous month;

(b) Annual reports to the PSAP BOARD detailing its performance for the
previous year.

2.9. Governing Regulations. SHERIFF shall assure that personnel shall abide by the
rules, regulations and procedures for such personnel as established from time to time by the State
of Illinois or other governmental units which may be applicable to public safety answering points
and the operation of the public safety answering point. Such personnel shall also at all times,
adhere to the applicable rules, standard operating procedures or guidelines (SOPs/SOGs) of
COUNTY and of the PSAP BOARD.

2.10. Independent Contractor. It is understood by all parties hereto that SHERIFF

is not an employee of the PSAP BOARD. In providing services to manage and oversee operations
of the County PSAP pursuant to the terms of this Agreement, SHERIFF shall be considered as an
independent contractor and shall not become or be deemed to be an agent, servant, or employee of
the PSAP BOARD

2.11. Duties and Responsibilities of PSAP BOARD. PSAP BOARD shall have the
duty to fund the operations of the public safety answering point relating to dispatch through
assessments of its Member Entities in accordance with Section 4.1, hereof and shall oversee the
funding of the public safety answering point through administration of funds from the ETSB as
well as any other source. The PSAP BOARD will be assigned any free revenues from 9-1-1
surcharge monies received by the ETSB to be utilized to maintain and improve the services of

7
the public safety answering point. For purposes of this agreement, “free revenues” shall be
considered ETSB surcharge funds over and above those currently utilized by the ETSB for
County public safety answering point facility, equipment and shared or partial personnel
payments subject to any pre-existing agreements.

ARTICLE 3
INDEMNIFICATION

3.1. Board Indemnification of County. PSAP BOARD agrees to release, defend,

indemnify, and hold COUNTY harmless from any and all wrongful or negligent acts committed
by the PSAP BOARD or its employees, including violations of federal, state, or local laws or
regulations.

3.2. County Indemnification of Board. COUNTY without waiving any applicable

statutory immunities, agrees to release, defend, indemnify, and hold PSAP BOARD harmless
from any and all wrongful or negligent acts committed by COUNTY or its employees, including
violations of federal, state, or local laws or regulations and shall indemnify, defend and hold
harmless the PSAP BOARD and its officers, Member Entities, agents, successors and assigns from
and against any third-party Claims, but only insofar as same may result in vicarious liability to PSAP
BOARD; arising solely from the acts, omissions or negligence of COUNTY. COUNTY shall not be
liable for any action, omission, or negligence, which takes place or is alleged to have taken place at
any time after the dispatch of such call from the public safety answering point that is caused by a
third party outside of COUNTY'S control. COUNTY shall have no obligation to indemnify, defend
nor hold harmless the PSAP BOARD for the PSAP BOARD'S acts, omissions or negligence;
regardless of whether the PSAP BOARD'S acts, omissions or negligence are independent of, in
addition to, or coincide with any acts, omissions or negligence of COUNTY.

3.3. Board Indemnification of Sheriff. PSAP BOARD agrees to release, defend,

indemnify, and hold SHERIFF harmless from any and all wrongful or negligent acts committed
by the PSAP BOARD or its employees, including violations of federal, state, or local laws or
regulations.

3.4. Sheriff Indemnification of Board. SHERIFF, without waiving any applicable

statutory immunities, agrees to release, defend, indemnify, and hold PSAP BOARD harmless
from any and all wrongful or negligent acts committed by SHERIFF or its employees, including
violations of federal, state, or local laws or regulations and shall indemnify, defend and hold
harmless the PSAP BOARD and its officers, Member Entities, agents, successors and assigns from
and against any third-party Claims, but only insofar as same may result in vicarious liability to PSAP
BOARD; arising solely from the acts, omissions or negligence of SHERIFF. SHERIFF shall not be
liable for any action, omission, or negligence, which takes place or is alleged to have taken place at
any time after the dispatch of such call from the public safety answering point that is caused by a
third party outside of SHERIFF'S control. SHERIFF shall have no obligation to indemnify, defend
nor hold harmless the PSAP BOARD for the PSAP BOARD'S acts, omissions or negligence;
regardless of whether the PSAP BOARD'S acts, omissions or negligence are independent of, in
addition to, or coincide with any acts, omissions or negligence of SHERIFF

8
 ARTICLE 4
COMPENSATION

4.1. Compensation of COUNTY for Services. For the year 2019, the PSAP BOARD
shall pay to COUNTY for the provision of all services including, but not limited to personnel,
building maintenance, equipment and all other obligations of the COUNTY referenced in this
Agreement, the sum of One Million Seven Hundred Thirty-Six Thousand Three Hundred
Twenty-Six Dollars ($1,736,326) (“County Compensation”). Of that amount, the County is
responsible for One Million One Hundred Thirty-One Thousand Six Hundred One Dollars
($1,131,601) for 2019 pursuant to the terms of the Bylaws of the PSAP Board (“County Share of
County Compensation”). All sums due from the PSAP BOARD to the COUNTY shall be paid in
quarterly installments within fifteen (15) days of the receipt by the PSAP BOARD of the
quarterly payments of the Member Entities. The COUNTY shall act in good-faith to staff in
accordance with Paragraph 2.1 of this Agreement. Should the COUNTY fail to maintain
adequate staffing, the County Compensation shall be reduced by an amount equal to those costs
which the COUNTY avoided having to incur as a result of not fully staffing the public safety
answering point as required pursuant to Paragraph 2.1 hereof. The reduction of County
Compensation resulting from the failure of the COUNTY to staff the PSAP pursuant to
paragraph 2.1 shall not be deemed an exclusive remedy or waiver of the rights of the PSAP to
declare the COUNTY in default.

For the remaining years of the Term, the County Compensation will be determined by actual
costs of operations incurred by the County for the PSAP with such cost increases not to exceed
four percent (4%) per year.

4.2. Compensation of SHERIFF for Management Services. SHERIFF acknowledges

due and adequate consideration for the covenants contained herein in recognition of the PSAP
BOARD’s funding and oversight of the public safety answering point, its Intergovernmental
Agreements with the PSAP BOARD’s Member Entities and their resultant financial
contributions to the operation of the public safety answering point as well as the participation of
the Winnebago County Sheriff’s Office in the public safety answering point as a law
enforcement agency served by the public safety answering point.

ARTICLE 5
OTHER PROVISIONS

5.1. Contractual Agreements. It is understood and agreed that no authority has been
granted to either party and its respective employees and/or contractors, and none is possessed, to
sign or endorse the other‘s name on any commercial papers, contracts, advertisements or
instruments of any nature, nor to contract any debt or enter into any obligation, either express or
implied, binding the other party to the payment of money or otherwise.

5.2. Equal Opportunity. PSAP BOARD, COUNTY and SHERIFF each represent that
they are equal opportunity employers and that each shall comply with all equal opportunity laws
and regulations.

9
 5.3. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties, and all prior agreements and understandings, whether written
or oral, related hereto are merged herein. No modifications or waiver of any of the terms and
conditions of this Agreement shall be effective unless it is in writing and signed by the parties
hereto. Failure of either party to exercise any right in the event of breach or default by the other
party shall not constitute or operate as a waiver of any right of either party.

5.4. FORCE MAJEURE. Neither the PSAP BOARD nor COUNTY, nor SHERIFF
shall be deemed in violation of this Agreement if any of them are prevented from performing their
obligations hereunder for any reason beyond its control, including but not limited to, acts of God, acts
of civil or military authority, acts of public enemies, war, accidents, fires, explosions, earthquakes,
floods, or catastrophic failure of public transportation; provided however, that nothing herein shall
relieve or be construed to relieve COUNTY or SHERIFF from performing their obligations hereunder
in the event of riots, rebellions, or legal strikes. COUNTY'S and SHERIFF’S time of performance shall
be enlarged, if and to the extent reasonably necessary, in the event that: (a) special requests by the
PSAP BOARD or any governmental agency authorized to regulate or supervise the PSAP BOARD
impact the schedule for the Services, or (b) the PSAP BOARD fails to provide any performance called
for by this Agreement, and the same is necessary for COUNTY’S and SHERIFF’S performance
hereunder. Each Party will promptly notify the other of any delays or events of force majeure take all
reasonable steps to mitigate any corresponding impact.

5.5. Severability. To the extent that any provision of this Agreement shall be finally
determined by a court of competent jurisdiction to be void, illegal or otherwise unenforceable,
the same determination shall have no effect upon the enforceability of the balance of this
Agreement, except to the extent that COUNTY’s and SHERIFF’s obligations to provide the
services outlined herein shall be determined to be void, illegal or unenforceable, in which event
the entire Agreement shall be terminable at the option of either party.

5.6. Choice of Law. This Agreement shall be interpreted and enforced in and pursuant
to the laws of the State of Illinois and any actions shall be brought before the Circuit Court of
Winnebago County. It is further agreed that should any litigation become necessary to enforce
the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable
attorney’s fees and other costs incurred in such action in addition to any other relief awarded.

5.7. Captions. The captions used herein are for convenience only and are not part of
this agreement.

5.8. Drafter Bias. Each party has had the opportunity to review this Agreement with
counsel and this document represents the combined collaborative efforts of negotiation and, as
such, the provisions of this Agreement are not to be construed for or against either party.

5.9. Assignment. This Agreement may not be assigned by either party without the
written consent of the other party.

5.10. Notice. Any notice or communication given pursuant to this Agreement by either
party to the other party shall be in writing and delivered or mailed, by registered or certified
mail, postage prepaid, return receipt requested, as follows:

10
 If to PSAP BOARD:
To the Executive Director,
100 Heart Boulevard
Loves Park, IL 61111
Attn: Mayor Gregory Jury

If to COUNTY:
Winnebago County Board Chairman,
650 West State Street
Rockford, IL. 61102
ATTN: Chairman Frank Haney

If to SHERIFF:
Winnebago County Sheriff
650 West State Street
Rockford, IL. 61102
ATTN: Sheriff Gary Caruana

Unless otherwise specified, any and all notices or other communications given pursuant to this
Agreement shall be deemed duly given and received on the date personally delivered or on the
date received by mail as shown by the post office receipt, whether or not actually received by the
addressee. Any party may change its address by written notice to the others as herein provided.

5.11. Counterparts. This Agreement may be executed in any number of counterparts

with the same effect as if all Parties hereto had signed the same document, and all counterparts
shall be construed together and shall constitute one instrument. A facsimile or photocopied
signature (which may be delivered by facsimile) shall be deemed to be the functional equivalent
of an original for all purposes. This Agreement shall become effective when each Party hereto
shall have received a counterpart hereof signed by the other Parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
written above.

WINNEBAGO COUNTY PUBLIC SAFETY ANSWERING POINT

GOVERNANCE BOARD:

By: _____________________________________

Title: Executive Director

Date: ___________________________________

WINNEBAGO COUNTY

By:

Title:

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ATTEST:

Date:

WINNEBAGO COUNTY SHERIFF

By:
Gary Caruana

Title: Sheriff of Winnebago County, Illinois

ATTEST:

Date:

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