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1997-24J RESOLUTION NO. 97 -24 A RESOLUTION AUTHORIZING ENTRY INTO AN AMENDED AGREEMENT FOR NORTHWEST CENTRAL DISPATCH SYSTEM WHEREAS, the President and Board of Trustees of the Village of Buffalo Grove previously authorized entry by said Village into an Agreement to provide for and maintain a Central Emergency Dispatch operation known as Northwest Central Dispatch System, hereinafter referred to as "NWCDS "; and WHEREAS, NWCDS has proven successful in providing emergency communications services to the Village of Buffalo Grove police and fire departments; and WHEREAS, the Villages of Hoffman Estates and Streamwood have made application for membership in NWCDS; and WHEREAS, the NWCDS Board of Directors has unanimously recommended approval of the membership requests of Hoffman Estates and Streamwood; and WHEREAS, it is believe that the inclusion of the two additional communities in the system will prove beneficial to both the System and the Villages; and WHEREAS, the addition of new members to NWCDS requires approval of an amended Venture Agreement, NOW THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Buffalo Grove , pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 5 ILCS 220/9, that the President of the Village of Buffalo Grove is authorized to enter into an amended Agreement for Northwest Central Dispatch System which provides for the addition of the Villages of Hoffman Estates and Streamwood to NWCDS. Dated: This 2nd Ayes: 5 Nays: Approved: This Attest: 21-YI. Vil age Clerk day of June , 1997. 0 Absent: 1 Abstain: 0 2nd di PACKAGE 1 MEMBERSHIP DOCUMENTS FOR NORTHWEST CENTRAL DISPATCH THIS AGREEMENT, entered into on the effective date hereinafter set forth, by and between the local governments signatory hereto (and also those which may hereafter become signatory hereto): W I T N E S S E T H: WHEREAS, a Central Dispatching System has existed in Northwestern Cook County and in parts of Lake and DuPage Counties since 1972; and WHEREAS, such System has been demonstrated to be of great value to its constituent municipalities, the signatories hereto; and WHEREAS, the addition of another municipality to the System will provide for more efficient and economical dispatching of life and property saving services; and -2- WHEREAS, the cost of providing and maintaining a central dispatching system is probably excessive for any one of such signatories; and WHEREAS, a centralized police, fire and other emergency dispatching system can adequately serve the needs of all of such signatories; and WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 220/9, authorize joint exercise by two or more local governments of any power common to them; and WHEREAS, it is the desire of the signatories hereto to jointly provide for and maintain a central dispatching system for their mutual advantage and concern. -3- NOW, THEREFORE, for and in consideration of the premises, the mutual advantages to be derived therefrom and in consideration of the mutual covenants herein contained, it is agreed by and between the parties hereto as follows: 1. Venture EstahTished. Pursuant to the joint powers authorization of the Illinois Constitution and the Intergovernmental Cooperation Act, 5 ILLS 220/1 through 5 ILLS 220/9, the undersigned do hereby federate together in a cooperative venture for the joint and mutual operation of a centralized communications system, to be known as "Northwest Central Dispatch System" (hereinafter designated as NWCDS) which shall consist of all of the local governments which may hereafter become signatory hereto. 2. By -Laws. NWCDS shall be subject to and shall be governed by certain By -Laws, a copy of which is attached hereto as Exhibit "A" and by this reference made a part of this Agreement, together with any amendments which may be -4- made to said By -Laws in the manner and means therein set forth. 3. NWCDS Partici]2ation. Each participating local government of the Central Dispatching System (and each local government which may hereafter sign after approval as required by the By -Laws, provided such local governments are eligible to participate pursuant to said By -Laws) is a member of NWCDS and is entitled to the rights and privileges and subject to the obligations of membership, all as provided in said By -Laws. 4. Termination. Any party to this agreement may cease to be a party hereto and may withdraw from participation in NWCDS in the manner and means set forth in said By -Laws. 5. Powers of the System. NWCDS shall have the power in its own name to make and enter into contracts, to employ agents and employees, to acquire, hold and dispose of property, real and personal, and to incur debts, liabilities or obligations necessary for the accomplishment of its -5- purposes, but no such contract, employment, purchase, debt, liability or obligation shall be binding upon or obligate any member except as authorized by the attached By -Laws. NWCDS shall not have the power of eminent domain or the power to levy taxes. 6. Amendments. This Agreement may not be amended, except by written agreement and resolution of all the then parties to it. However, the By -Laws attached hereto as Exhibit "A" may be amended from time to time by the method and means provided herein, provided such amendments do not conflict with the terms set forth in this Agreement exclusive of said Exhibit "A ". 7. Duration. This Agreement and NWCDS shall continue in effect until rescinded by unanimous consent of the then parties or until terminated in the manner provided in said By -Laws. Upon such termination, the assets remaining shall be disposed of in the manner set forth in said By -Laws. -6- 8. Enforcement. Each member shall have the right to enforce this Agreement against any other member. If suit is necessary therefor, a defaulting member shall pay reasonable attorney's fees to NWCDS as adjudicated by the Court. 9. Authorization. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of a suitable ordinance or resolution authorizing and directing the execution of this Agreement. 10. Effective Date. This Agreement shall become effective when signed by all of the respective representatives of the Village of Arlington Heights, Village of Buffalo Grove, Village of Elk Grove Village, Village of Hoffman Estates, Village of Mount Prospect, Village of Palatine, City of Prospect Heights and Village of Streamwood. IN WITNESS WHEREOF, the undersigned local governments have set their signatures on the respective dates set forth below. This document may be signed in duplicate originals. VILLAGE OF ARLINGTON HEIGHTS By: ATTEST: Date: VILLAGE OF BUFFALO GROVE By: ATTEST: Date: -8- VILLAGE OF ELK GROVE VILLAGE By: ATTEST: Date: VILLAGE OF HOFFMAN ESTATES By: ATTEST: Date: mm VILLAGE OF MOUNT PROSPECT By: ATTEST: Date: VILLAGE OF PALATINE By: ATTEST: Date: =110 CITY OF PROSPECT HEIGHTS By: ATTEST: Date: VILLAGE OF STREAMWOOD By: ATTEST: Date: PACKAGE 1 MEMBERSHIP DOCUMENTS FOR NORTHWEST CENTRAL DISPATCH -� NWCDS Northwest central Dispatch System 1975 EAST DAVIS STREET/ ARLINGTON HEIGHTS, ILLINOIS 60005 / (708) 398 -1130 FAX(708)398-2498 EMERGENCY POLICE & FIRE DISPATCH SERVING - ARLINGTON HEIGHTS - BUFFALO GROVE -ELK GROVE VILLAGE -MOUNT PROSPECT - PALATINE - PROSPECT HEIGHTS EXHIBIT A BY -LAWS FOR NORTHWEST CENTRAL DISPATCH SYSTEM AMENDED AND APPROVED BY THE BOARD OF DIRECTORS OCTOBER 19, 1989 JANUARY 16, 1992 1 BY -LAWS NORTHWEST CENTRAL DISPATCH SYSTEM ARTICLE I PURPOSE The NORTHWEST CENTRAL DISPATCH SYSTEM, hereinafter referred to as NWCDS, is a co- operative venture voluntarily established by its members pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois and pursuant to the Intergovernmental Cooperation Act, Chapter 127 of the Illinois Revised Statutes for the purpose of providing the hardware, software, services and 'other items necessary and appropriate for the establishment, operation and maintenance of a joint police, fire and other emergency communications system for the mutual benefit of the members of the venture; to provide such on a contract basis to other governmental units; and to provide a forum for discussion, study, development and implementation of recommendations of mutual interest regarding communications, information systems, and statistical matters within portions of Cook, DuPage and Lake Counties, Illinois. ARTICLE II POWERS NWCDS shall have the following powers in its own name: A. To enter into contracts in its own name, including contracts for the performance of services to other governmental units; B. To employ agents and employees; C. To acquire, lease, hold and dispose of property, both real and personal; D. To incur debts, liabilities or obligations necessary for the accomplishment of its purpose; F. To purchase or lease necessary equipment and machinery; r 2 G. To employ necessary personnel for the operation and maintenance of a system adequately designed to handle citizens' calls for police, fire and emergency medical services as well as the dispatch of members' field units, and; H. To exercise all powers necessary and incidental to carrying out the purposes set forth in Article I of these By -Laws. ARTICLE III MEMBERSHIP A. Any municipality within the practical operating sphere of the NWCDS headquarters is eligible for membership in NWCDS, provided the parties to the existing venture agree and all parties sign an amended NWCDS venture agreement. B. Continued membership in NWCDS shall be contingent upon the payment by each member municipality of an annual assessment and any additional fees that may be determined by the Board of Directors consistent with the financing procedures set forth in Article VIII hereunder. C. Upon becoming a member, any new member municipality shall become subject to all existing debts and liabilities of NWCDS on a proportionate basis to the same extent as all other members., . In addition, any new member shall be liable for all costs of adding or modifying hardware and /or software necessary to effectively accommodate the operational needs of the new member, and of insuring that there is no degradation of existing capability due to the new member's needs. Each new member shall be expected to pay a proportionate share of the normal, continuing operating expenses of the System as well as its proportionate share of any special assessment which may be approved by the members. The new member shall also be subject to a one -time initiation fee to be determined by the Board of Directors. W N ARTICLE IV BOARD OF DIRECTORS Purpose There is hereby established a Board of Directors which shall consist of the Mayor or President of each member municipality, or its Manager, if designated by.the Mayor or President, and one Alternate Director also designated by the Mayor or President, each whom shall serve without salary, but that each may be reimbursed for necessary expenses incurred in connection with NWCDS business. 1. The Board of Directors shall determine general policy of NWCDS, and shall have the responsibility for the hiring of an Executive Director and auditors; approval of amendments of the By -Laws; approval of the acceptance of new members; approval of contracting and purchasing procedures; and approval of the annual budget of NWCDS. 2. The Executive Director may be removed by the Board of Directors whenever in its judgment the best interests of the NWCDS would be served thereby. Organization 1. Each municipality that is a member of NWCDS shall be entitled to one seat on the Board of Directors and hence shall be entitled to one vote thereon. a. Such vote may be cast only by the Mayor, President, Manager or Alternate in physical attendance; b. In case of a tie vote the Chairman of the Board of Directors shall cast a second and deciding vote; C. If any such Mayor or President or Manager or- Alternate, as the case may be; ceases to be an official of the member municipality appointing him, such seat of the Board of Directors shall be vacant until a successor is appointed by such member municipality. C. Meetings 1. Regular meetings of the Board of Directors shall be held in the NWCDS offices twice a year at 8:30 A.M. on the second Thursday in December and the second Thursday in May. a. At least five (5) days prior to meeting, the Chairman of the Bo; Directors or his designee shall agenda for such meeting to each Directors and to each member of Committee. each such Ord of forward an of the other the Executive 4 2. A special meeting of the Board of Directors may be called by its Chairman, or by any two members of the Board of Directors as follows: a. Two days written notice of special meetings shall be given to each member of the Board of Directors 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. 3. Unless otherwise specified in these By -Laws, a quorum for the transaction of all business by such Board of Directors shall consist of a majority of the Directors or Alternates then holding office. 4. To the extent not contrary to these By -Laws, Robert's Rules of Order shall govern all meetings of the Board of Directors. D. Officers of the Board of Directors Officers of the Board of Directors shall consist of a Chairman, a Secretary and a Treasurer. The Chairman shall be elected from among the membership of the Board. The Treasurer, who shall be the Finance Director of one of the member municipalities, shall be appointed by the Board of Directors. The NWCDS Executive Director may serve as Secretary if another person is not so appointed by the Board of Directors. The Chairman shall hold office for a period of one year and the Treasurer shall hold office for a term of four years. The Chairmanship shall be rotated among the member communities on an alphabetical community name basis. (Amended 01/16/92). 5 1. Chairman The Chairman shall: a. Conduct meetings of the Board of Directors; b. Sign, with the Executive Director and /or Treasurer any instrument which the Board of Directors has authorized to be executed, or otherwise authorized by previously approved NWCDS procedural rules of operation; C. Perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time provided that such actions are consistent with these By -Laws. 2. Chairman Pro -Tem: a. In the event of the absence of the Chairman, or in the event of his inability or refusal to act, the remaining members of the Board of Directors shall elect from among themselves a Chairman Pro -Tem who shall perform the duties of Chairman. 3. The Secretary shall: a. Keep the minutes of the Board of Directors and of the Executive Committee; b. See that all notices are duly made, given and /or published in accordance with the provisions of these By -Laws or as required by law; C. Act as custodian of the records of NWCDS; 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 Executive Committee or by the Board of Directors. 4. Treasurer The Treasurer shall: a. Provide on -going counseling to the Executive Director, Executive Committee and Board of Directors in matters of fiscal policy and fiscal administration of NWCDS; NV B. b. Make recommendations on investment practices to the Executive Director; Act as an alternate signator on all of the NWCDS bank accounts and investment instruments; d. Give bond in the amount of $250,000 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. NWCDS shall pay the bond premium. e. The Treasurer shall have no vote and receive no compensation for his services. ARTICLE V EXECUTIVE COMMITTEE Organization There shall be and there is hereby established an Executive Committee of NWCDS, the members of which shall serve without salary and shall take responsibility for the day -to -day operations and functions of NWCDS hereinafter set forth. Purpose The daily operations of NWCDS shall be conducted under the direction and supervision of the Executive Committee, subject to the policy limitations established by the Board of Directors from time to time. 1. The Executive Committee shall be responsible for carrying out the policy decisions made by the Board of Directors. 2. Subject to the policies established by the Board of Directors and within the limits fixed by the budget approved by the Board of Directors, the Executive.Committee shall oversee the conduct of the daily operating affairs of NWCDS; provided that no obligation exceeding the amount of the approved budget shall be incurred by such Executive Committee, without the prior consent of the Board of Directors. 0 3. The Executive Committee shall have the right tc review all day -to -day administrative decisions concerning personnel, development efforts, operations, cost - sharing, expenditure approval, utilization of personnel and equipment, and decisions made by the Executive Director. C. Procedure Each municipality that is a member of NWCDS shall have two seats on the Executive Committee. One seat shall be occupied by the Chief of Police of the member municipality, or his designee. The other seat shall be occupied by the Chief of the Fire Department of the member municipality, or his designee. A designee may - not occupy more than one seat. Each seat is entitled to one vote. Each member shall serve without salary, but each may be reimbursed for necessary expenses incurred in connection with NWCDS business. 1. Only the Chief of Police and Chief of the Fire Department of each member municipality (or their appointed designee) shall vote as the official representative of the member municipality to the Committee. 2. No proxy votes or absentee voting shall be permitted, except as provided in these By -Laws. 3. In the case of a tie, the Chairman of the Executive Committee shall cast a second and deciding vote. 4. A quorum for the transaction of all business by the Executive Committee shall consist of a majority of the official representatives of the member municipalities. D. Rules The Committee may establish rules for its own procedures and shall have such express or implied authority as is not inconsistent with or contrary to the Statutes of the State of Illinois, these By -Laws, or the Northwest Central Dispatch System Venture Agreement. E. Meetings 1. Meetings of the Executive Committee shall be held as needed. F. 8 2. The Chairman shall cause to be forwarded to each Committee Member a meeting notice and agenda at least five (5) days in advance of the meeting. 3. Special meetings of the Executive Committee may be called by its Chairman, or any four official representatives to the Executive Committee acting in concert -- provided that notice of such special meeting shall be in writing and signed by such four official representatives; shall contain the time, date, and location of such special meeting; and shall be forwarded along with an agenda to each official representative to the Executive Committee. Said notice must be circulated at least two (2) days in advance of the meeting. 4. Business conducted at special meetings shall be limited to items specified on the agenda. Chairman of The Executive Committee The Chairman shall be appointed by the Board of Directors at its May meeting and the Chairman shall be from the same municipality as the Chairman of the Board of Directors. A regular rotation among the Police Chief and the Fire Chief of each-municipality shall be observed in the appointment of the Executive Committee Chairman. The Chairman shall serve a term of one year. (Amended 01/16/92). 1. Chairman The Chairman shall conduct meetings of the Executive Committee and shall serve as the liaison between the Board of Directors and the Executive Committee. a. The Chairman may sign, with the Executive Director and /or Treasurer any instruments which the Executive Committee, acting as a Committee, has authorized to be executed or otherwise authorized by previously approved NWCDS procedural rules of operation; b. The Chairman shall also perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Executive Committee from time to time provided that such actions are consistent with these By -Laws. P] 2. Chairman Pro -Tem In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the remaining members of the Executive Committee shall elect from among themselves a Chairman Pro -tem who shall perform the duties of Chairman. ARTICLE VI THE EXECUTIVE DIRECTOR A. The Executive Director 1. The Executive Director shall be the administrative head of NWCDS and shall be directly responsible to the Executive Committee for the administration of NWCDS. a. The Executive Director shall be appointed by and shall serve at the pleasure of the Board of Directors; b. The Executive Director shall be chosen on the basis of administrative and executive qualifications with special reference to actual experience in or knowledge of accepted practice with respect to the duties of the office hereinafter set forth. 2. No person shall be appointed Executive Director while that person is employed by or serves as an official of a member municipality. 3. Any vacancy in the office of Executive Director shall be filled as soon as possible after the effective date of such vacancy, and, in the case of absence or disability of the Executive Director, the Board of Directors may designate any other qualified employee of NWCDS or any other qualified employee of any member municipality to perform the duties of Executive Director during such absence or disability. 4. The Executive Director may be removed by the Board of Directors by a majority vote of the entire Board. 10 5. The powers and duties of the Executive Director shall be: a. To attend all meetings of the Executive Committee and the Board of Directors, unless excused therefrom: (1) The Executive Director shall have the right to take part in the discussion of all matters coming before the Executive Committee and the Board of Directors, but shall have no vote thereon; (2) The Executive Director shall be entitled to and be given notice of all meetings, regular and special, of the Executive Committee and the Board of Directors. b. To appoint, evaluate, promote, demote or remove employees of NWCDS pursuant to the approved NWCDS budget and in accord with the policies and procedures of the agency; C. To recommend to the Executive Committee for adoption of such measures as may be deemed necessary or expedient for the efficient operation of NWCDS; d. To enforce, to administer, and to make operative the policies of NWCDS as established by the Board of Directors and Executive Committee; e. To prepare a monthly report of NWCDS activities and to submit it to the Board of Directors and the Executive Committee; f. To prepare a proposed annual budget as well as a report of estimated revenues in order to determine the estimated funds necessary to defray the expenses of NWCDS for the fiscal year -- and to present same to the Executive Committee in the manner set forth under Article VIII herein; g. To serve as Chairman of the Liaison Committees and coordinate the activities of the respective Committees as required; h. To serve as a member of the Northwest Central 9 -1 -1 System Board of Directors; W i. To perform such other duties as may be delegated from time to time by the Board of Directors or by the Executive Committee. 6. The Executive Director shall give bond in the amount of $250,000 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. NWCDS shall pay the bond premium. 7. The Executive Committee shall conduct an annual evaluation of the Executive Director's performance and report its finding to the Board of Directors. This report shall be presented to the Board on or before final consideration of the proposed annual budget. 8. Compensation for the Executive Director shall be set by the Board of Directors. ARTICLE VII LIAISON COMMITTEES Organization and Purpose There shall be and there is hereby established separate police and fire Liaison Committees of NWCDS, the members of which shall serve without compensation and without salary and shall be available to the NWCDS Executive Director and Executive Committee to assist in the coordination of: 1. Unified radio procedures: 2. NWCDS procedural changes that affect one or more member agencies; 3. Agencies' records sections; 4. The orderly transmittal of inquiries regarding the handling of specific matters by NWCDS. The operation of these Liaison Committees will be conducted under the direction of the Executive Committee, subject to the policy limitations established by the Board of Directors from time to 11 B. C. 12 time. Except as otherwise stated in the By -Laws, no action of the Liaison Committees shall be binding unless approved or ratified by the Executive Committee in accordance with these By -Laws. Procedure 1. Each police and fire agency which is a member of NWCDS along with the Executive Director of NWCDS acting as Chairman shall have one seat on its respective Liaison Committee. It is expected that most decisions will be by consensus but should voting become necessary, the following procedure shall apply: a. one vote only shall be cast by each representative of each member agency (or by his designated alternate, if such representative is absent) as the official representative to the Liaison Committee. The Chairman shall not vote except in cases of tie votes. b. No proxy votes or absentee voting shall be permitted except as otherwise provided in these By -Laws. . C. A quorum for the transaction of all business by the Liaison Committee shall consist of a majority of the official representatives present at any regular or special meeting. Meetings 1. Meetings of the Liaison as deemed necessary and membership. Committees shall be held appropriate by the D. Duties of the Liaison Committees The Liaison Committees shall: 1. Be the personal contact at each member's police or fire department for the NWCDS Executive Director in matters of daily procedural concern; 2. Provide liaison to the NWCDS Executive Director in the coordination and preparation of unified procedures; 3. Be a resource for the Executive Committee in researching special topics of interest; 13 4. Forward complaints or compliments concerning the operation of NWCDS to the NWCDS Executive Director from their respective agencies; 5. Perform any other related duties as required by the Executive Committee. ARTICLE VIII BUDGET A. The fiscal year of NWCDS shall commence May 1st and end on April 30th. B. An annual budget shall be adopted by the Board of Directors at its regular December meeting each year. 1. The Executive Director of NWCDS shall prepare a proposed annual budget for the Executive Committee. a) Not later than November 20th each year, the Executive Committee shall review the proposed annual budget and make such modifications as it deems proper; b) Following approval by the Executive Committee, the proposed budget shall be submitted to the Board of Directors. 2. Prior to December 1st, copies of the proposed budget shall be delivered to the Chief Administrative Officer of .each participating municipality. C. Upon approval of the annual budget, the Board of Directors shall have the authority to fix cost - sharing charges for all participants in NWCDS of an amount sufficient to provide the funds required by the current annual budget. 1. Billing shall commence May 1st of each year. Any participating member whose charges have not been paid within forty -five (45) days after billing shall be assessed interest on the delinquent payment(s) at a rate not to exceed the maximum authorized by the Bond Authorization Act, as - amended, at the time the payment becomes delinquent. The member shall not be entitled to 14 further voting privileges on the Board of Directors or the Executive Committee nor shall any representative hold any office until such time as all delinquent payments and interest have been paid. 2. All activities of NWCDS will be cost shared by the members. Each member's share shall be based on a weighted percentage formula of the number of incoming emergency telephone calls received by NWCDS (75 %) and the number of calls assigned for police and /or fire and /or EMS service (25 %). Each member's cost share shall be approved by the Board of Directors annually. Such cost sharing determination shall be made not later than February 1st of each year based upon statistical information for the preceding calendar year submitted to the Board of Directors in January. D. Each member shall take all required actions to authorize the funds necessary to meet its obligations under these By -Laws. E. Purchases and /or letting contracts shall be done in accordance with procedural guidelines established by resolution of the Board of Directors. F. After adoption of the annual budget by the Board of Directors, the Executive Director and the Executive Committee shall make all expenditures in accordance with such budget. 1. The Executive Director of NWCDS shall have the power to transfer funds within the total budget amount in order to meet unanticipated needs or to meet changed situations. 2. Such action of the Executive Director shall be reported to the Board of Directors and the Executive Committee in the Director's next monthly report. The Board of Directors and /or the Executive Committee may establish procedures and limitations as may be necessary to preserve the integrity and purpose of the approved budget. 15 ARTICLE IX AUDIT A. The Board of Directors shall call for an annual audit of the financial affairs of NWCDS, to be made by a Certified Public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles. B. An original copy of the annual audit report shall be delivered to each member municipality. ARTICLE X WITHDRAWAL. TERMINATION AND DISSOLUTION A. At any time after January 1, 1989, any member municipality may withdraw from NWCDS 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 a resolution passed by its corporate authorities, a copy of which must be sent to the Executive Director of NWCDS, as well as the Chairman of the Executive Committee and Chairman of the Board of Directors. 2. Prior thirty (30) day notice to any member of its nonpayment of cost - sharing charges as set forth herein, and /or the refusal or declination of any member municipality to be bound by any obligation of NWCDS, shall also constitute notice of withdrawal of such municipality, which withdrawal shall become effective on the 30th day after mailing of said notice. 3. Withdrawal of a member shall also constitute withdrawal of its members to the Board of Directors and to the Executive Committee and to each of the Liaison Committees. 4. The withdrawing member shall forfeit any and all interest, right and title to NWCDS property and assets of any type whatsoever. 16 5. The withdrawing member shall be liable for all costs incurred by NWCDS 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. 5. Upon any such notice of withdrawal: 1. Withdrawal shall not take effect for a period of one (1) year from date of such written notification; 2. Upon withdrawal, the withdrawing member shall continue to be responsible for: a. One hundred (100 %) per cent of its prorata share of any unpaid obligations to date of withdrawal; b. One hundred (100 %) per cent of its prorata share of any contractual or lease obligations of NWCDS which were incurred during the period the municipality was a member or which were assumed during its membership; C. For any contractual obligations it has separately signed with NWCDS. C. Upon adoption of an Ordinance by a majority of the participating member municipalities to dissolve, the NWCDS Venture Agreement and NWCDS shall be terminated and dissolved in accord with the provisions hereof. 1. Upon such termination and dissolution, (and after payment of all debts) all individual files and documentation shall be distributed to the member community which has jurisdiction of the subject matter of the file or documentation without charge or offset. 2. The fixed assets of NWCDS shall be sold by sealed bid after prior thirty (30) day public notice. The proceeds from the sale of the fixed assets and all cash, less the payment of any and all liabilities, shall be divided among the members in proportion to their average respective regular and special assessment payments for the preceding three (3) fiscal years. If liabilities exceed all assets, the difference shall be made up by contributions by all members on a proportionate basis according to the then prevailing annual budget assessment formula. 17 ARTICLE XI 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 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 NWCDS. Additionally, in the event NWCDS 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 NWCDS, 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 officers, Directors, employees and agents unless it is determined that the officers, Directors, employees and /or agents of the NWCDS 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 NWCDS, 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. 18 ARTICLE XII AMENDMENT TO BY -LAWS A. Amendment to these By -Laws may be proposed by any member of the Board of Directors or by any member of the Executive Committee. No amendment, however, shall be in conflict with nor change in any way the Northwest Central Dispatch System Venture Agreement. 1. The amendment shall be submitted to the Board of .Directors at least thirty (30) days prior to the meeting of the Board of Directors at which such amendment is to be considered. 2. The proposed amendment and the reason therefor shall be considered by the Board of Directors, along with the recommendations of the Executive Committee and any officer of NWCDS. B. A three - fourths (3/4) vote of the Board of Directors shall be required to adopt any amendment to these By- Laws. The Chairman shall not have the authority to cast more than one (1) vote on a motion to amend these By -Laws. ARTICLE XIII EFFECTIVE DATE These By -Laws shall go into effect immediately upon adoption by the Board of Directors. 02/03/97 EXHIBIT B NORTHWEST CENTRAL DISPATCH SYSTEM MEMORANDUM OF UNDERSTANDING 1. Upon the date when all participants have approved and signed the revised Northwest Central Dispatch System Venture Agreement, Hoffman Estates will be considered to be a non - voting member of the system, and will be permitted to participate in all activities and deliberations of the system. Hoffman Estates will be granted voting rights when dispatch operations are officially transferred to the NWCDS System and monthly assessments begin. At that time, Hoffman Estates will have one vote on the NWCDS Board of Director composed of the Village Managers of the municipalities). Hoffman Estates will also have one seat each for its police department and fire the NWCDS Executive Committee. one seat and s (which is member and one vote department on 2. Dispatch services will be transferred to NWCDS on or about January 1, 1998. The implementation date is contingent on the installation of radio equipment, telephone equipment, other electronic equipment and the software needed to handle the dispatch operations for the police and fire departments. Implementation will not take place until all necessary components are in place and functioning properly. 3. Hoffman Estates will pay to NWCDS a one -time initialization fee of $10,000 due not later than 60 days after the effective date of membership. This fee will be deposited in the NWCDS Capital Reserve Fund. This fee is included in the transition cost cited in item 4 below. 4. Hoffman Estates and Streamwood will pay the full cost of any modifications to the radio consoles, telephone equipment and CAD and Fire Records Management System equipment and software which are necessary to accommodate its police and fire dispatch operation in the NWCDS center. These expenses will be shared on the basis of 60% by Hoffman Estates and 40% by Streamwood as provided in a 1 02/03/97 separate intergovernmental agreement entered into by the two communities. Each community agrees to pay the expenses to NWCDS on an installment basis, with each installment being paid within 30 days after receipt of an invoice from Northwest Central Dispatch. NWCDS will make every effort to utilize existing Hoffman Estates CAD and RMS hardware so as to minimize the expense of replacement equipment. The use of existing equipment is contingent on the probability of being able to make a smooth integration, current technology, compatibility and maintenance considerations. The total combined one -time transitional expense for both Hoffman Estates and Streamwood for system modifications is expected not to exceed $197,570, although if those actual expenses are higher, Hoffman Estates and Streamwood agree to pay the higher amounts. NWCDS will keep Hoffman Estates and Streamwood fully appraised of the costs involved as those figures are developed with the various contractors. It is expected that all such costs will be billed to the communities during calendar year 1997 on a mutually agreeable schedule to be determined as work on the project progresses. If the actual costs are lower that the estimated costs cited above, the invoices will reflect the actual costs. 5. Hoffman Estates will begin paying a proportionate share of the NWCDS operating and capital reserve assessments immediately upon the transfer of dispatch operations. The annual assessment share for Hoffman Estates for the first NWCDS fiscal year will be pro -rated to include only the number of months for which dispatch service is actually provided. Assessment payments will be invoiced on a monthly basis. The annual assessment will be based on the standard formula used for all current members. The formula consists of a combination percentage of telephone calls received from the municipality (both 9 -1 -1 and seven digit calls) and the total number of police and fire department dispatch assignments. During the first fiscal year of operation, the assessment will be based on an estimate of the two formula factors derived from 1996 figures. 2 r 02/03/97 The same assessment percentage will also be used for the entire second NWCDS fiscal year. In subsequent fiscal years the budget assessment share for Hoffman Estates will vary according to the then prevailing apportionment formula. 6. Hoffman Estates agrees to be obligated for a proportionate share of the debts and liabilities outside of normal operating expenses which may be incurred after the effective date of its grant of voting membership in NWCDS. Its proportionate share shall be equal to its current annual assessment percentage. 7. Hoffman Estates will operate on its own radio frequencies in a shared trunked radio system with the Village of Streamwood. Consideration will be given to joining together that trunked radio system with a similar system currently proposed by other NWCDS members. Limited dispatch capability will be preserved at the Hoffman Estates Police Department to handle routine non - emergency radio and telephone traffic on a 24 hour a day basis. This dispatch capability will be maintained at a level sufficient to serve as a takeover point for Hoffman Estates police and fire dispatch should there be a major system failure at the NWCDS location. 8. Hoffman Estates will insure that all marked police vehicles are equipped with suitable mobile data devices at the outset of dispatch operations which will be operationally compatible with the NWCDS mobile data infrastructure and all other units in the system. All front line fire vehicles will be equipped with suitable mobile data or status messaging terminals at the beginning of dispatch operations so that they also are capable of working in the NWCDS mobile data environment. Any ALERTS MDTs will be converted over to the NWCDS system, at Hoffman Estates expense. NWCDS will make every effort to insure adequate mobile data coverage throughout Hoffman Estates. 9. NWCDS will be responsible for the cost of all fixed -end radio and computer hardware and software maintenance as 3 02/03/97 well as the cost of radio control telephone (RT) and data circuits. NWCDS will take title to the Hoffman Estates radio system infrastructure ninety days after final acceptance and full payment of its new trunked radio system. Infrastructure is understood to mean base stations, repeater stations, fixed receivers, and fixed control equipment. It does not include items such as mobile and portable radios, pagers, cell phones, mobile data terminals or consoles located in police or fire department facilities. It is understood and agreed that Hoffman Estates and Streamwood will be responsible for the full purchase price of all equipment associated with their new trunked radio system. 10. Any future CAD or RMS software changes requested by Hoffman Estates which are unique to either its own police or fire operations and which do not have systemwide applicability will be the sole responsibility of Hoffman Estates. 11. NWCDS is responsible for system infrastructure improvements such as new voting receivers or repeater stations. 12. Hoffman Estates will be responsible for all costs associated with its telephone lines (except 9 -1 -1) including the routing of off - premise extensions for seven digit police and fire emergency lines to NWCDS; and for all maintenance costs of its in -house radio console (except for any portion which might be used in systemwide back -up capability); for its own mobile and portable radios, pagers and cellular telephones; and for all in -house data terminals and printers. 13. At the time dispatch services are transferred, NWCDS will receive all direct connect alarm monitoring fees generated by alarms located in Hoffman Estates. The Village will retain any penalty assessments or fines it might levy under a false alarm ordinance. The alarm monitoring fees in Hoffman Estates will be systemwide fee established The alarm monitoring fees considered a direct credit assessment. They are used 4 assessed to accounts located consistent with the standard by the Board of Directors. collected by NWCDS are not against Hoffman Estates' to reduce the gross r 02/03/97 operating budget of NWCDS, which will ultimately be reflected in the annual assessment to Hoffman Estates. 14. NWCDS will monitor direct connect alarms for vital municipal services such as wells and lift stations provided that all such alarms are received on the standard NWCDS monitoring equipment. 15. It is agreed that Hoffman Estates will make available its CAD geographic files for use by NWCDS to either attempt to machine covert the files or otherwise manually code them to conform to the format used in the NWCDS CAD system. Any other useful computer files will be provided in the best format possible to facilitate building the necessary NWCDS CAD files. 16. NWCDS will cooperate as fully as possible to insure a smooth transition of the current Hoffman Estates Fire Records Management System into the NWCDS system. 17. It is agreed that unit numbering designations, police beat numbers and fire district designations will conform to the standard scheme used by NWCDS. Radio broadcast conventions will also conform to existing NWCDS practice. Hoffman Estates agrees that unique operational practices in either the fire or police departments which are not used by at least one of the other NWCDS departments will be changed whenever possible to conform to existing practice. Hoffman Estates also agrees that department specific and unique practices tend to be inefficient in a joint system; complicates the training process; and causes a much greater susceptibility to errors and should be avoided whenever possible. 18. It is understood by all parties that the transition to a new operating system is often difficult and in an effort to promote a smooth transition process, both the Hoffman Estates police and fire departments will identify a single point of contact at the command staff level who will serve as the transition coordinator for at least a one year period. Ideally the coordinator will be someone who is familiar with dispatch operations and who has spent a minimum of 24 hours of familiarization training at the NWCDS center. 5 02/03/97 In return, NWCDS will also identify a transition coordinator who will be assigned to become familiar with Hoffman Estates dispatch procedures, and will interface with the designated Hoffman Estates coordinators. 19. Hoffman Estates will provide a clearly defined mechanism to insure immediate and explicit notification of any annexations and /or address changes in order to maintain an accurate CAD geo file and 9 -1 -1 MASAG database. NWCDS will provide all necessary services to maintain the CAD geo files and other CAD tables and files provided it is furnished with timely information of changes. 20. NWCDS will add seven full -time telecommunicators to its staff to accommodate Hoffman Estates and Streamwood dispatch activities. These positions will be offered to all interested Hoffman Estates and Streamwood dispatchers. Each employee who elects to pursue employment with NWCDS will be expected to participate in the standard NWCDS pre - employment testing process which includes a typing test; tests of mental ability; a concentration test; a psychological screening test and a physical exam (which includes a drug screen and a hearing test). These tests will be used to assist NWCDS in making selection decisions. NWCDS will also review employee evaluations and consult with Hoffman Estates supervisory personnel for information on the qualifications of applicants. NWCDS reserves the right to refuse employment to any applicant if there is a serious hearing defect for which reasonable accommodation cannot be made; if there is evidence of controlled substance abuse or upon a strong recommendation against hiring by the psychologist. Otherwise the tests and evaluations will be used to provide baseline information to identify any problems such as typing speed deficiency or potential psychological concerns. Qualified applicants from Hoffman Estates and Streamwood who may not be hired during the initial transition will be retained on an eligibility list to be considered for future vacancies. This eligibility 2 02/03/97 list will remain valid for one year after the date on which dispatch operations are transferred to NWCDS. If there are less than seven qualified applicants, NWCDS will fill the extra positions with its own new hires. 21. Employees from Hoffman Estates who are hired by NWCDS will be offered a salary at the next higher NWCDS step than they are earning in their current position at the time of hire, and will fall into the existing NWCDS salary step structure. 22. Employees who are hired from Hoffman Estates will be allowed to carry with them the total number of accumulated sick leave days which they have accrued up to a maximum of twelve days. 23. Employees who are hired from Hoffman Estates will be permitted to accrue vacation time based on their total length of full -time employment at Hoffman Estates according to the prevailing NWCDS vacation accrual schedule. 24. In all other respects employees hired from Hoffman Estates will be considered new employees at NWCDS and will receive no preference in terms of seniority or prior experience. 25. Each new employee's continued employment at NWCDS is contingent on satisfactory performance, measured by the current NWCDS performance evaluation system. Each new NWCDS employee is subject to a probationary period of one year. VA 02/03/97 EXHIBIT C NORTHWEST CENTRAL DISPATCH SYSTEM MEMORANDUM OF UNDERSTANDING 1. Upon the date that all participants have approved and signed the revised Northwest Central Dispatch System Venture Agreement, Streamwood will be considered to be a non - voting member of the system, and will be permitted to participate in all activities and deliberations of the system. Streamwood will be granted voting rights when dispatch operations are officially transferred to the NWCDS System and monthly assessments begin. At that time, Streamwood will have one seat and one vote on the NWCDS Board of Directors (which is composed of the Village Managers of the member municipalities). Streamwood will also have one seat and one vote each for its police department and fire department on the NWCDS Executive Committee. 2. Dispatch services will be transferred to NWCDS during the third quarter of 1997. The implementation date is contingent on the installation of radio equipment, telephone equipment, other electronic equipment and the software needed to handle the dispatch operations for the police and fire departments. Implementation will not take place until all necessary components are in place and functioning properly. 3. Streamwood will pay to NWCDS a one -time initialization fee of $10,000 due not later than 60 days after the effective date of membership. This fee will be deposited in the NWCDS Capital Reserve Fund. This fee is included in the transition cost cited in item 4 below. 4. Hoffman Estates and Streamwood will pay the full cost of any modifications to the radio consoles, telephone equipment and CAD and Fire Records Management System equipment and software which are necessary to accommodate its police and fire dispatch operation in the NWCDS center. These expenses will be shared on the basis of 60% by Hoffman Estates and 40% by Streamwood as provided in a separate intergovernmental agreement entered into by the two communities. 1 02/03/97 f Each community agrees to pay the expenses to NWCDS on an installment basis, with each installment being paid within 30 days after receipt of an invoice from Northwest Central Dispatch. NWCDS will make every effort to utilize existing Hoffman Estates CAD and RMS hardware so as to minimize the expense of replacement equipment. The use of existing equipment is contingent on the probability of being able to make a smooth integration, current technology, compatibility and maintenance considerations. The total combined one -time transitional expense for both Hoffman Estates and Streamwood for system membership and modifications is expected not to exceed $197,570, although if those actual expenses are higher, Hoffman Estates and Streamwood agree to pay the higher amounts. NWCDS will keep Hoffman Estates and Streamwood fully appraised of the costs involved as those figures are developed with the various contractors. It is expected that all such costs will be billed to the communities during calendar year 1997 on a mutually agreeable schedule to be determined as work on the project progresses. If the actual costs are lower than the estimated costs cited above, the invoices will reflect the actual costs. 5. Streamwood will begin paying a proportionate share of the NWCDS operating and capital reserve assessments immediately upon the transfer of dispatch operations. The annual assessment share for Streamwood for the first NWCDS fiscal year will be pro -rated to include only the number of months for which dispatch service is actually provided. Assessment payments will be invoiced on a monthly basis. The annual assessment will be based on the standard formula used for all current members. The formula consists of a combination percentage of telephone calls received from the municipality (both 9 -1 -1 and seven digit calls) and the total number of police and fire department dispatch assignments. During the first fiscal year of operation, the assessment will be based on an estimate of the two formula factors derived from 1996 figures. 2 02/03/97 The same assessment percentage will also be used for the entire second NWCDS fiscal year. In subsequent fiscal years the budget assessment share for Streamwood will vary according to the then prevailing apportionment formula. 6. Streamwood agrees to be obligated for a proportionate share of the debts and liabilities outside of normal operating expenses which may be incurred after the effective date of its grant of voting membership in NWCDS. Its proportionate share shall be equal to its current annual assessment percentage. 7. Streamwood will operate on its own radio frequencies in a shared trunked radio system with the Village of Hoffman Estates. Consideration will be given to joining together that trunked radio system with a similar system currently proposed by other NWCDS members. Limited dispatch capability will be preserved at the Streamwood Police Department to handle routine non - emergency radio and telephone traffic on a 24 hour a day basis. This dispatch capability will be maintained at a level sufficient to serve as a takeover point for Streamwood police and fire dispatch should there be a major system failure at the NWCDS location. 8. Streamwood will insure that all marked police vehicles are equipped with suitable mobile data devices at the outset of dispatch operations which will be operationally compatible with the NWCDS mobile data infrastructure and all other units in the system. All front line fire vehicles will be equipped with suitable mobile data or status messaging terminals at the beginning of dispatch operations so that they also are capable of working in the NWCDS mobile data environment. Any ALERTS MDTs will be converted over to the NWCDS system, at Streamwood expense. NWCDS will make every effort to insure adequate mobile data coverage throughout Streamwood. 9. NWCDS will be responsible for the cost of all fixed -end radio and computer hardware and software maintenance as well as the cost of radio control telephone (RT) and data circuits. 3 02/03/97 NWCDS will take title to the Streamwood radio system infrastructure ninety days after final acceptance and full payment of its new trunked radio system. Infrastructure is understood to mean base stations, repeater stations, fixed receivers and fixed control equipment. It does not include items such as mobile and portable radios, pagers, cell phones, mobile data terminals or consoles located in police or fire department facilities. It is understood and agreed that Hoffman Estates and Streamwood will be responsible for the full purchase price of all equipment associated with their new trunked radio system. 10. Any future CAD or RMS software changes requested by Streamwood which are unique to either its own police or fire operations and which do not have systemwide applicability will be the sole responsibility of Streamwood. 11. NWCDS is responsible for system infrastructure improvements such as new voting receivers or repeater stations. 12. Streamwood will be responsible for all costs associated with its telephone lines (except 9 -1 -1) including the routing of off - premise extensions for seven digit police and fire emergency lines to NWCDS; and for all maintenance costs of its in -house radio console (expect for any portion which might be used in systemwide back- up capability); for its own mobile and portable radios, pagers and cellular telephones; and for all in -house data terminals and printers. 13. At the time dispatch services are transferred, NWCDS will receive all direct connect alarm monitoring fees generated by alarms located in Streamwood. The Village will retain any penalty assessments or fines it might levy under a false alarm ordinance. The alarm monitoring fees assessed to accounts located in Streamwood will be consistent with the standard systemwide fee established by the Board of Directors. The alarm monitoring fees collected by NWCDS are not considered a direct credit against Streamwood's assessment. They are used to reduce the gross operating budget of NWCDS, which will ultimately be reflected in the annual assessment to Streamwood. 14. NWCDS will monitor direct connect alarms for vital municipal services such as wells and lift stations 4 02/03/97 provided that all such alarms are received on the standard NWCDS monitoring equipment. 15. It is agreed that Streamwood will make available any existing manual or automated geographic files for use by NWCDS to either attempt to machine covert the files or otherwise manually code them to conform to the format used in the NWCDS CAD system. Any other useful computer files will be provided in the best format possible to facilitate building the necessary NWCDS CAD files. 16. It is agreed that unit numbering designations, police beat numbers and fire district designations will conform to the standard scheme used by NWCDS. Radio broadcast conventions will also conform to existing NWCDS practice. Streamwood agrees that unique operational practices in either the fire or police departments which are not used by at least one of the other NWCDS departments will be changed whenever possible to conform to existing practice. Streamwood also agrees that department specific and unique practices tend to be inefficient in a joint system; complicates the training process; and causes a much greater susceptibility to errors and should be avoided whenever possible. 17. It is understood by all parties that the transition to a new operating system is often difficult and in an effort to promote a smooth transition process, both the Streamwood police and fire departments will identify a single point of contact at the command staff level who will serve as the transition coordinator for at least a one year period. Ideally the coordinator will be someone who is familiar with dispatch operations and who has spent a minimum of 24 hours of familiarization training at the NWCDS center. In return, NWCDS will also identify a transition coordinator who will be assigned to become familiar with Streamwood dispatch procedures, and will interface with the designated Streamwood coordinators. 18. Streamwood will provide a clearly defined mechanism to insure immediate and explicit notification of any annexations and /or address changes in order to maintain an accurate CAD geo file and 9 -1 -1 MASAG database. 5 02/03/97 NWCDS will provide all necessary services to maintain the CAD geo files and other CAD tables and files provided it is furnished with timely information of changes. 19. NWCDS will add seven full -time telecommunicators to its staff to accommodate Streamwood and Hoffman Estates dispatch activities. These positions will be offered to all interested Streamwood and Hoffman Estates dispatchers. Each employee who elects to pursue employment with NWCDS will be expected to participate in the standard NWCDS pre - employment testing process which includes a typing test; tests of mental ability; a concentration test; a psychological screening test and a physical exam (which includes a drug screen and a hearing test). These tests will be used to assist NWCDS in making selection decisions. NWCDS will also review employee evaluations and consult with Streamwood supervisory personnel for information on the qualifications of applicants. NWCDS reserves the right to refuse employment to any applicant if there is a serious hearing defect for which reasonable accommodation cannot be made; if there is evidence of controlled substance abuse or upon a strong recommendation against hiring by the psychologist. Otherwise the tests and evaluations will be used to provide baseline information to identify any problems such as typing speed deficiency or potential psychological concerns. Qualified applicants from Hoffman Estates and Streamwood who may not be hired during the initial transition will be retained on an eligibility list to be considered for future vacancies. This eligibility list will remain valid for one year after the date on which dispatch operations are transferred to NWCDS. If there are less than seven qualified applicants, NWCDS will fill the extra positions with its own new hires. 20. Employees from Streamwood who are hired by NWCDS will be offered a salary at the next higher NWCDS step than they are earning in their current position at the time of hire, and will fall into the existing NWCDS salary step structure. R 02/03/97 21. Employees who are hired from Streamwood will be allowed to carry with them the total number of accumulated sick leave days which they have accrued up to a maximum of twelve days. 22. Employees who are hired from Streamwood will be permitted to accrue vacation time based on their total length of full -time employment at Streamwood according to the prevailing NWCDS vacation accrual schedule. 23. In all other respects employees hired from Streamwood will be considered new employees at NWCDS and will receive no preference in terms of seniority or prior experience. 24. Each new employee's continued employment at NWCDS is contingent on satisfactory performance, measured by the current NWCDS performance evaluation system. Each- new NWCDS employee is subject to a probationary period of one year. 7 ITEM XII. (A) '30 Leo C McCann 05/29/97 01:23 PM To: William R Balling /VOBG @VOBG cc: Subject: NWCDS Bill, I have examined the materials from Mr. Edmonds dated April 9, 1997 regarding Hoffman Estates & Streamwood becoming members of Northwest Central Dispatch System. I concur with the System's Executive Board & Board of Directors; we should proceed with this addition to NWCDS. Please include the material on the agenda for the next meeting of the President and Board of Trustees. Sincerely, Leo C. McCann Chief of Police NWC DS ITEM XII. (A) Northwest Central Dispatch System 1975 EAST DAVIS STREET /ARLINGTON HEIGHTS, ILLINOIS 60005 / (847) 398 -1130 FAX(847)398-2498 EMERGENCY POLICE & FIRE DISPATCH SERVING - ARLINGTON HEIGHTS- BUFFALO GROVE -ELK GROVE VILLAGE -MOUNT PROSPECT - PALATINE- PROSPECT HEIGHTS April 9, 1997 Mr. William Balling Village Manager Village of Buffalo Grove 50 Raupp Blvd. Buffalo Grove, IL 60089 RE: Membership Documents for Hoffman Estates and Streamwood Dear Mr. Balling: As I indicated at the Board of Directors meeting on April 3rd, both Hoffman Estates and Streamwood have passed the necessary resolutions and ordinances to approve their membership in both Northwest Central Dispatch and the 9 -1 -1 System. The next step will require action by the Boards of Trustees of the existing member communities. I have enclosed several documents related to the membership process to be acted upon by the Buffalo Grove Village Board. The documents are split into two packages - -one relating to Central Dispatch and the other to the 9 -1 -1 System. First, for Central Dispatch, I have included the following: 1. A proposed Board of Trustees Resolution approving an amended venture agreement which will authorize the membership of Hoffman Estates and Streamwood. 2. A copy of the new Venture Agreement; the current By- laws; and the Memorandums of Understanding which outline the details of membership for each new member. These items are being furnished only as samples and as a matter of information. The Venture Agreement itself should not be signed since we need original signatures on the copies previously signed by Hoffman Estates and Streamwood. Once I receive notification from your office that the Resolution has been signed I will deliver the necessary copies of the Venture Agreement for signature. Mr. William Balling April 9, 1997 Page 2 For membership in the 9 -1 -1 System, the following documents are submitted: 1. A proposed Resolution authorizing approval of an Addendum of New Membership and a copy of the Addendum itself. When the Resolution has been approved, the Village President and the Village Clerk can sign the Addendum and no further action will be necessary. 2. Also included, again as a matter of information, are the existing 9 -1 -1 System Venture Agreement (which will not change); the current 9 -1 -1 System By -laws; and the Memorandums of Understanding for both new communities. The latter documents are provided mainly because they contain the membership trigger clauses and are referenced in the Addendum. Please feel free to call if you have any questions or if I can be of any further assistance in this process. Sincerely, G-L-"-6 Doug Edmonds Executive Director DE:bm Enc.