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1997-25s • RESOLUTION NO. 97 -25 A RESOLUTION APPROVING AN ADDENDUM OF NEW MEMBERSHIP IN THE NORTHWEST CENTRAL 9 -1 -1 SYSTEM WHEREAS, the President and the Board of Trustees of the Village of Buffalo Grove previously authorized entry by said Village into an Agreement to provide for and maintain a joint Enhanced 9 -1 -1 System known as Northwest Central 9 -1 -1 System, hereinafter referred to as "the 9 -1 -1 System "; and WHEREAS, the Villages of Hoffman Estates and Streamwood have made application for membership in the 9 -1 -1 System; and WHEREAS, the 9 -1 -1 System Board of Directors has unanimously recommended approval of the request for membership made by Hoffman Estates and Streamwood; and WHEREAS, it is believed that the inclusion of additional communities in the 9 -1 -1 System will prove beneficial to both the 9 -1 -1 System and the villages; and WHEREAS, each new member has agreed to: 1. provide funds for its proportionate share of the cost of operation of the 9 -1 -1 System; and 2. provide all necessary funds required to add or modify hardware and /or software in order to accommodate the operational needs of the new members, and to pay a proportionate share of normal 9 -1 -1 operational expenses; and 3. pay a proportionate share of debts and liabilities which may be incurred after the effective date of membership; and WHEREAS, the addition of new members to the 9 -1 -1 System requires approval of an Addendum of New Membership, NOW THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Buffalo Grove , pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois; the Emergency Telephone System Act, 50 ILCS 750/0.01 et seq.; and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 5 ILCS 220/9, that the President of the Village of Buffalo Grove is authorized to enter into an Addendum of New Membership which provides for the additional of the Villages of Hoffman Estates and Streamwood to the 9 -1 -1 System. Dated: This Ayes: 5 2nd day of June 1997. Nays: 0 Absent: i Abstain: 0 Approved: This 2nd day of June 1997. illage P sident Attest: !R�eA Villbile Clerk e • PACKAGE 2 MEMBERSHIP DOCUMENTS FOR NORTHWEST CENTRAL 9 -1 -1 o • NORTHWEST CENTRAL 9 -1 -1 SYSTEM ADDENDUM OF NEW MEMBERSHIP WHEREAS, the Villages of Arlington Heights, Buffalo Grove, Elk Grove Village and Mount Prospect have previously formed a joint venture to install, operate and maintain an Enhanced 9 -1 -1 Emergency Telephone System, known as Northwest Central 9 -1 -1 System (the 9 -1 -1 System), pursuant to authority granted under terms of Article VII, Section 10 of the 1970 Constitution of the State of Illinois; the Emergency Telephone System Act, 50 ILLS 750/0.01 et seq.; and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 5 ILCS 220/9; and WHEREAS, the City of Prospect Heights and the Village of Palatine have subsequently joined the 9 -1 -1 System; and WHEREAS, it is believed that the inclusion of additional communities in the 9 -1 -1 will prove beneficial to both the 9 -1 -1 System and the Village; and WHEREAS, each new member has agreed to: 1. provide funds for its proportionate share of the cost of operation of the 9 -1 -1 System; and 2. provide all necessary funds required to add or modify hardware and /or software in order to accommodate the operational needs of the new members, and to pay a proportionate share of normal 9 -1 -1 operational expenses; and 3. pay a proportionate share of debts and liabilities which may be incurred after the effective date of membership; and IT IS THEREFORE AGREED by the Village of to accept the Village of Hoffman Estates and the Village of Streamwood as full participating members of the Northwest Central 9 -1 -1 System, effective upon the approval of all current members and according to terms of the attached Memorandums of Understanding marked Exhibits A and B. Dated this day of Village President ATTEST: Village Clerk 1997 E Devised 12/16/88) NORTHWEST CENTRAL 9 -1 -1 SYSTEM INTERGOVERNMENTAL COOPERATION AGREEMENT THIS AGREEMENT, entered into on the effective date specified hereafter, by and between the local governments signatory hereto and also those which may hereafter become signatory: WITNESSETn: WHE=A9, the signatories have determined that the implementation of a 9 -1 -1 Emergency Telephone System would provide a significant public safety enhancement to the citizens of each of the participating municipalities; and WHEREAS, the signatories have determined that a Joint Emergency Telephone System would be beneficial on an individual and mutual basis and . WHZ=AS, Chapter 131, Section 30.01 et seq. of the Tllinois Rnvised Stntuten permits the formation of a Joint Emergency Telephone System Board to oversee the implementation and, operation of a 9 -1 -1 emergency telephone system, and WHEREAS, Chapter 127, Section 741 of the Illinois Revised Sta uton provides for the joint exercise by two or more local governments of any power common to them: NOW TnEREFORE BE IT AGREED BY AND BETWEEN TITS PARTIES AS FOLLOWS: 1. Vonturn rstnblinhod. Purnuant to the joint powers authorization of Chapter 127 and of Chapter 131 Section 30.01 et seq. of the Illinois Revised Statutes, the undersigned hereby federate together in a cooperative venture for the joint and mutual operation of a 9 -1 -1 emergency telephone system, to be known as Northwest Central 9 -1 -1 System consisting of all local governments which may hereafter become signatory. 2. Joint F..mercTencv Telephone Svnt.em P?onrd. There in hereby established a Joint Emergency Telephone System Board which shall consist of the Village Manager of Arlington Heights, The Village.Manager of Buffalo Grove, the Village Manager of Elk Grove Village, the Village Manager of Mount prospect and the Director of Northwest Central Dispatch System. Each subsequent participating municipality in the Northwest Central 9- 1.-1 System shall be entitled,to one member on the Joint Emergency Telephone System Board. Designation of the new participating municipalities board member shall be be specified by the participant's enabling ordinance. 1 o • 3. By-Laws. Northwest Central 9 -1 -1 System shall be subject to and shall be governed by certain By -Laws which shall be adopted by the Joint Emergency Telephone System Board together with any amendments which may be- made in the manner and means provided. 4. Pnrticinnti oh. Each participating municipality in the Northwest Central 9 -1 -1 System, and each municipality which may hereafter become a participant is a member and is entitled to the rights and privileges and is subject to the obligations of membership, all as may be provided in the By -Laws. S. Termi.nnti.on. Any party to this Agreement may cease to be a party hereto and may withdraw from participation in the manner and means set forth in the By -Laws. G. Powern of the Hoard. The powers and duties of the Emergency Telephone System Board created by this Agreement shall include, but not be limited to the following: A. Planning a 9 -1 -1 emergency telephone system. B. Coordinating and supervising the implementation, upgrading, maintenance and operation of the system includ_ng the establishment of equipment specifications and coding systems. C. Receiving monies from the surcharge imposed under Section 15.3 of the Emergency Telephone System Act, and from any other source, for deposit into the Emergency Telephone System Fund. D. Authorizing all disburZcmcnts from the fund. E. Hiring, on a temporary basis, any staff necessary for the implementation or upgrade of the system. F. Making and entering into contracts. C. Acquiring, holding and disposing of property. I.I. Incurring debt=, liabilities or obligations necessary for the accomplishment of its purposes. 2 0 • 7. Amendment. This Agreement may not be amended, except . by written agreement and resolution of all the then current parties thereto. 8. Duration. This Agreement shall continue in effect until rescinded by unanimous consent of the current parties or until terminated in the manner provided in the By -Laws. 9. Enforcnment. Each member shall have the right to enforce this Agreement against any other member. If suit is necessary, a defaulting member shall pay reasonable attorney's fees as adjudicated by the Court. . 10. Author.izntion. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of a suitable ordinance or resolution authorizing and directing execution of this Agreement.' 11. tEfective Date. This Agreement shall become effective when signed by all respective representatives of the Village of Arlington I•Ieights, the Village of Buffalo Grove, the Village of Elk Grove Village and the Village of Mount Prospect. IN WITNESS T- n1EItrOr, the undersigned municipalities have set their signatures on the dates set forth below. This document- may be signed in duplicate originals. ATTEST: DATE: VILLAGE OF ARLINGTON HEIGHTS WA VILLAGE OF BUFFALO GROVE I3Y, ATTEST DATr : _��,» � � ter. -s r � j ,••��' /� 3 e • VILLA - OF r• IC GR BY e 14 T� • ST : DATE: / !� VILLACCEE OF MOUNT PROSPECT IIY ATTE ^T: DATE 0 NO THWEST CENTRAL 9 -1 -1 SYSTEM 1975 EAST DAVIS STREET ARLINGTON HEIGHTS, ILLINOIS 60005 708 - 398 -1130 FAX 708 - 398 -2498 ;ERVING: ARLINGTON HEIGHTS/ BUFFALO GROVE/ ELK GROVE VILLAGE/ MT. PROSPECT/ PALATINE/ PROSPECT HEIGHTS BY -LAWS FOR THE NORTHWEST CENTRAL 9 -1 -1 SYSTEM APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS DECEMBER 141 1989 AMENDED - JANUARY 16, 1992 C d BY -LAWS FOR THE NORTHWEST CENTRAL 9 -1 -1 SYSTEM ARTICLE I PURPOSE The Northwest Central 9 -1 -1 System (hereafter the 119 -1 -1 System ") is a cooperative venture voluntarily established by its members pursuant to the Northwest Central 9 -1 -1 System Intergovernmental Agreement (hereafter the "Agreement ") entered into by them in accord with the Intergovernmental Cooperation Act, Chapter 127 and the Emergency Telephone System Act, Chapter 134, Section 30.01 et seq. of the Illinois Revised Statutes. The 9 -1 -1 System has been established for the purpose of providing the equipment, services, personnel, facilities and other items necessary for the implementation, operation, maintenance and repair of a 9 -1 -1 Emergency Telephone System within portions of Cook, DuPage, and Lake Counties, Illinois. ARTICLE II MEMBERSHIP A. The members of the 9 -1 -1 System are the Villages of Arlington Heights, Buffalo Grove, Elk Grove Village and Mt. Prospect, pursuant to the Agreement. B. Any municipality which hereafter becomes a full participating member of the Northwest Central Dispatch System may also become a member of the 9 -1 -1 System, provided all current members and the new member sign an addendum of new membership to the 9 -1 -1 Cooperative Venture Agreement. C. The addendum authorizing a new member of the 9 -1 -1 System shall require the new member to: 1. provide funds for its proportionate share of the costs of operations of the 9 -1 -1 System; and e • 2. provide all necessary funds required to add or modify hardware and /or software in order to accommodate the operational needs of the new member. Each new member shall also be expected to pay a proportionate share of normal 9 -1 -1 operating expenses. 3. obligate itself for its proportionate share of the existing debts and liabilities of the 9 -1 -1 System. ARTICLE III JOINT EMERGENCY TELEPHONE SYSTEM BOARD A. Powers The Joint Emergency Telephone System Board created pursuant to the Agreement shall consist of a Board of Directors (hereafter the "System Board ") who are the Chief Appointed Administrative Officers of the member municipalities and the Executive Director of the Northwest Central Dispatch System. The System Board shall have the following powers and duties: 1. Planning a 9 -1 -1 Emergency Telephone System (hereafter the "System "). 2. Coordinating and supervising the implementation, upgrading, maintenance, repair, and operation of the System including the establishment of equipment specifications and coding systems; 3. Receiving monies from the surcharge imposed under Section 45.3 of the Emergency Telephone System Act of the Illinois Revised Statutes and from any other source, for deposit into the Emergency Telephone System Fund; 4. Authorizing all disbursements from the Fund by Resolutions approved by a majority of all System Board members; 5. Hiring, on a temporary or permanent basis, any staff necessary for the implementation, operation or upgrade of the System; 6. Making and entering into contracts; 7. Acquiring, holding and disposing of property; C O 8. Incurring debts, liabilities or obligations in accord with applicable law as necessary for the accomplishment of the purposes of the 9 -1 -1 System; 9. Purchasing and leasing necessary equipment; and 10. Exercising all powers necessary and incidental to carrying out the purposes set forth in Article I of these By -Laws. B. Organization 1. Each member of the System Board shall be entitled to one vote. 2. Such vote may be cast only by a System Board member in physical attendance. 3. If any member of the System Board ceases to be an official or employee of their respective municipality or of the Dispatch System in the instance of its Executive Director such seat on the Board shall be vacant until a successor is duly appointed. 4. Members of the System Board shall serve on the Board without salary, but each may be reimbursed for necessary expenses incurred in connection with 9 -1 -1 System business. C. Meetings 1. A regular meeting of the System Board shall be held in the Northwest Central Dispatch System offices twice a year on the second Thursday in December and the second Thursday in May. If possible, the annual meetings will be scheduled to convene immediately following the regular annual meetings of the Board of Directors of the Northwest Central Dispatch System. a) At least five (5) days prior to each such meeting, the Chairman of the Board shall cause an agenda for such meetings to be sent to each of the other Board members. 2. A special meeting of the System Board may be called by its Chairman or by any two members of the Board as follows: a) Two (2) days written notice of special meetings shall be given to each member of the 3 LOM a • Board in a form which shall include an agenda specifying the subjects of such special meeting. b) Business conducted at said special meeting shall be limited to those items specified in the agenda. C) Notwithstanding (a) above an emergency meeting may be called without written notice if a majority of the members agree. 3. Unless otherwise specified in these By -Laws, a quorum for the transaction of all business by the Board shall consist of a majority of the System Board members. Officers of the System Board Officers of the System Board shall consist of a Chairman, a Secretary and a Treasurer. The Chairman shall be elected from among the membership of the Board and the Treasurer, who shall be a Treasurer of one of the member municipalities, shall be appointed by the Board of Directors. The Chairman shall serve a term of one year and the Treasurer shall serve a term of four years. The Chairmanship shall be rotated among the member communities on an alphabetical community name basis. (Amended 01/16/92). The 'Secretary may be the Executive Director of the Northwest Central Dispatch System unless another person is so appointed by the System Board. 1. Chairman The Chairman shall: a) Conduct the meetings of the System Board. b) Sign or co -sign with the Treasurer any instruments which the System Board has authorized to be executed. C) Perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time provided that such other duties are consistent with these By -Laws, the Agreement and applicable laws, including the applicable Rules and Regulations of the Illinois Commerce Commission. 0 c n 2. Chairman Pro -Tern a) In the event of the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the remaining members of the Board shall elect from among themselves a Chairman Pro -Tem who shall perform the duties of Chairman. 3. Secretary The Secretary shall: a) Keep the minutes of the 9 -1 -1 System Board of Directors; b) See that all notices are duly made, given and /or published in accordance with the provision of these By -Laws or as required by law; C) Act as custodian of the records of the 9 -1 -1 System; d) Perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the System Board. 4. , Treasurer The Treasurer shall: a) Receive and act as custodian and be responsible for all funds generated through a surcharge on telephone in- service network connections, as well as any other funds generated in support of the 9 -1 -1 System. b) Dispense funds from the Emergency Telephone System Fund in accordance with law and these By -Laws. C) In general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the System Board. d) The Treasurer shall give bond in the amount of $250,000.00 for the faithful discharge of his duties, with such surety or sureties as the Board shall determine. The bond premium shall be paid by the System. 5 n • e) The Treasurer is not a Director and shall have no vote on the Board of Directors nor be entitled to any compensation for services rendered as Treasurer. ARTICLE IV EMERGENCY TELEPHONE SYSTEM FUND A. There shall be created an Emergency Telephone System Fund (hereafter the "Fund ") into which all monies received by the System, including those received pursuant to a 9 -1 -1 surcharge shall be deposited. B. The System Treasurer shall be custodian of the Fund. C. All interest accruing on the Fund shall remain in the Fund. D. No expenditures may be made from-the Fund except pursuant to Resolutions approved from time to time by a majority of the Board. Any Resolution of the Board which approves an annual budget shall be deemed an approval of the expenditure of the funds required to pay the amounts specified in the budget. E. Expenditures may be made only to pay for the costs associated with the following.: 1. The design of the Emergency Telephone System. 2. The coding of an initial Master Street Address Guide data base, and update and maintenance thereof. 3. The repayment of any monies advanced for the implementation of the System. 4. The charges for Automatic Number Identification and Automatic Location Identification equipment, and maintenance, replacement and update thereof. 5. The non - recurring charges related to installation of the Emergency Telephone System and the ongoing network charges. 6. Other products and services necessary for the implementation, upgrade, maintenance, and repair of the System and any other purpose related to the R 0 0 7 operation of the System, including costs attributable directly to the construction, leasing or maintenance of any buildings or facilities or costs of personnel attributable directly to the operation of the Northwest Central 9 -1 -1 System Primary Public Safety Answering Point (PSAP). Costs attributable directly to the operation of the Emergency Telephone System do not include the costs of public safety agency personnel who are and equipment that is dispatched in response to an emergency call. ARTICLE V FISCAL YEAR /BUDGET /PURCHASES /CONTRACTS A. Fiscal Year The fiscal year of the Northwest Central 9 -1 -1 System shall commence on May 1st and end on April 30th. B. Budget 1. The Secretary shall prepare a proposed budget for the succeeding fiscal year and distribute it to the System Board. 2. The Board shall review, modify and /or approve a final budget on or before January 1st of each fiscal year. 3. A complete copy of the approved final budget shall be furnished within 45 days to each Board member and to each Director of Finance of each member. 4. After approval of the annual budget by the System Board, all expenditures shall be made in accordance with the budget. a) The Executive Director of the Northwest Central Dispatch System is hereby granted authority to administer the 9 -1 -1 budget on behalf of the System Board. b) Said Director shall have the authority to transfer contingency funds within the total budget amount in order to meet unanticipated needs of the System or to meet changed situations. e • C) Such action of the NWCDS Executive Director shall be reported to the System Board as a supplement to the Director's monthly report. C. Purchases /Contract Letting Purchases and /or letting contracts shall be in accordance with applicable law and procedural guidelines established by Resolution of the System Board. D. The System Board may enter into a contractual agreement with the Northwest Central Dispatch System for the on- going operations of the 9 -1 -1 Emergency Telephone System and make appropriate arrangements for the reimbursement of allowable costs incurred by NWCDS on behalf of the 9 -1 -1 System. ARTICLE VI AUDIT A. Within six months after the end of each fiscal year the System Board shall cause an annual audit of the financial affairs of the Northwest Central 9 -1 -1 System, to be prepared by a Certified Public Accountant in accordance with generally accepted auditing principles. B. An original copy of the annual audit report shall be delivered to the Director of Finance of each member municipality, and filed with other public officers in accord with applicable laws. ARTICLE VII WITHDRAWAL, TERMINATION AND DISSOLUTION A. At any time after-January 1, 1992, any member municipality may withdraw from the Northwest Central 9- 1 -1 System subject to the provisions of this Article. 8 C O ' 1. Such withdrawing member shall give written notice of withdrawal in the form of a certified copy of an Ordinance passed by its corporate authorities, which must be delivered to the Chairman of the Board. 2. Withdrawal must be in compliance with all applicable rules or requirements of the Illinois Commerce Commission. 3. A withdrawing member must make appropriate notice to the media and to all mutual aid responders of the change in call handling arrangements. 4. Refusal or declination of any member municipality to be bound by any obligation of the Northwest Central 9 -1 -1 System or its Board of Directors shall also constitute notice of withdrawal. 5. The withdrawing member shall forfeit any and all interest, right and title to Northwest Central 9- 1-1 System property and assets of any type whatsoever. 6. The withdrawing member shall be liable for all costs incurred by Northwest Central 9 -1 -1 System as a result of the member's separation and withdrawal. This may include, but is not necessarily limited to, legal fees, court costs and interest on late payment of obligations. B. Upon any such notice of withdrawal: 1. Withdrawal shall not take effect for a period of one (1) year from the date of written notification. 2. After notice of withdrawal and after the effective date of withdrawal, the withdrawing member shall continue to be responsible for: a) One hundred (100 %) percent of its pro rata share of any unpaid obligations to the effective date of withdrawal; b) One hundred (100 %) percent of its pro rata share of any contractual or lease obligations of the Northwest Central 9 -1 -1 System which were incurred during the period the municipality was a member or which were assumed during its membership; e• ,o C) For any contractual obligations it has separately entered into with or on behalf of the Northwest Central 9 -1 -1 System. C. Upon the unanimous action of all members of the Agreement, and in compliance with any applicable Illinois Commerce Commission requirements, the Venture Agreement and the Northwest Central 9 -1 -1 System shall be terminated and dissolved. 1. Upon such termination and dissolution, (and after payment of all debts) all individual files and documentation shall be distributed to the appropriate municipality without charge or offset. 2. The remaining assets or liabilities of the Northwest Central 9 -1 -1 System shall be distributed among the municipalities which had participated in the System within the one (1) year prior to such mandatory dissolution, in proportion to the mean average of municipalities' regular and special assessment payments for the preceding three (3) fiscal years, (or fraction thereof if any particular member shall not have belonged for a full three years), bears to the total of such payments for the preceding three (3) fiscal years, or fraction thereof as provided above. ARTICLE VIII INDEMNIFICATION 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 9 -1 -1 System. Additionally, in the event the 9 -1 -1 System and /or its Directors, officers, employees and agents are subject to a Claim of any nature which arises as a consequence of the acts or omissions of member's personnel in responding to or providing emergency services pursuant to a dispatch by the O C� 9 -1 -1 System such member shall at its sole expense, indemnify and save free and harmless from any cost, expense, attorney fees, judgments or liability of any nature the System and /or its offices, Directors, employees and agents unless it is determined that the officers, Directors, employees and /or agents of the 9 -1 -1 System acted in a willful and wanton manner in connection with dispatching the personnel of the member. ARTICLE IX PROPERTY All property acquired by the 9 -1 -1 System shall be owned by it for and on behalf of its members whose interest therein shall be in shares proportionate to its surcharge contributions, unless provided otherwise by written agreement of the members. ARTICLE X AMENDMENT TO THE BY -LAWS A. Amendment to these By -Laws may be proposed by any member of the System Board. B. The proposed amendment shall be submitted to the System Board at least thirty (30) days prior to the meeting of the Board at which such amendment is to be considered. C. A three /fourths (3/4) vote of the Board shall be required to adopt any amendment to the By -Laws. D. No amendment shall be in conflict with the Agreement, or applicable laws, including the Rules of the Illinois Commerce Commission. 11 ' e e 12 ARTICLE XI EFFECTIVE DATE These By -Laws shall go into effect immediately upon approval by the System Board. � s 02/03/97 EXHIBIT A NORTHWEST CENTRAL 9 -1 -1 SYSTEM MEMORANDUM OF UNDERSTANDING 1. Upon the date when all participants have formally approved the membership of Hoffman Estates in the Northwest Central 9 -1 -1 System, 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 9 -1 -1 operations for Hoffman Estates are officially transferred to the Northwest Central System and monthly surcharge collections are remitted directly to Northwest Central. Simultaneously, when voting rights are granted, Hoffman Estates will eliminate its own independent Emergency Telephone System Board. The Northwest Central 9 -1 -1 System will perform all necessary work associated with the preparation and filing of an amended 9 -1 -1 system plan with the Illinois Commerce Commission. 2. Hoffman Estates will have one seat on the Northwest Central 9 -1 -1 System Board of Directors (the ETSB). 3. All 9 -1 -1 surcharge remittances will be made payable to the Northwest Central 9 -1 -1 System and be sent by the affected local exchange carriers to the Northwest Central office. 4. Northwest Central will deposit the net amount remitted by the local exchange carriers on the basis of the current systemwide surcharge of $.30 per line per month. This amount will be allocated to the common 9- 1-1 system funding pool and will be used for 9 -1 -1 system budgetary purposes. If Hoffman Estates retains its surcharge at a rate higher than $.30 per month, the surplus may be applied to any lawful 9 -1 -1 related expense as Hoffman Estates directs. Northwest Central will administer those funds as directed by Hoffman Estates. If at a later date the members of the system determine that there is a need to increase the monthly surcharge for general system operating expenses or capital improvements (excluding a trunked radio system) Hoffman 1 02/03/97 Estates will maintain parity in the portion of its surcharge which is allocated to 9 -1 -1 system operations and /or capital reserve budgets. 5. The Northwest Central 9 -1 -1 System will pay all expenses related to the provisioning of Enhanced 9 -1 -1 service for Hoffman Estates effective with the transfer of 9 -1 -1 functions to Northwest Central. This includes Ameritech (and other local exchange carriers) service fees, database preparation and maintenance, 9 -1 -1 premise equipment hardware and software, and adequate backup capability. 6. Hoffman Estates will pay certain one -time fixed costs for new equipment and /or software or for the modification of certain system components necessary for the integration of Hoffman Estates into the Northwest Central 9 -1 -1 System. Hoffman Estates agrees to pay such expenses to the Northwest Central 9 -1 -1 System on an installment basis, with each installment being paid within 30 days after receipt of an invoice from Northwest Central 9 -1 -1 System. The total combined one -time transitional expense for both Hoffman Estates and Streamwood for system modifications is expected not to exceed $163,935, 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. 7. Hoffman Estates agrees to be obligated for its proportionate share of the debts and liabilities outside of normal operating expenses which may be incurred after the effective date of transfer of 9 -1 -1 operations to Northwest Central. The proportionate share will be based on Hoffman Estates' share of the total number of access lines in the 9 -1 -1 system. The Hoffman Estates ETSB may use 9 -1 -1 surcharge revenue which it has received prior to the transfer of K 02/03/97 operations to Northwest Central to pay any existing debts and liabilities of its 9 -1 -1 system. Any balance remaining in its 9 -1 -1 system account on the date of transfer of operations must be transferred tot he joint Northwest Central 9 -1 -1 System where such funds will be separately identified and administered by the Northwest Central 9 -1 -1 System. Those funds may be expended for any lawful 9 -1 -1 related expense as Hoffman Estates directs. 8. Consideration will be gi Hoffman Estates communic PSAP for three or four N implementing back -up PSA the 9 -1 -1 System unless directly benefit Hoffman operations in which case sharing arrangements wil ven to using the existing ation center as a back -up 9 -1 -1 WCDS communities. Costs for P capability will be born by such improvements would also Estates public safety mutually agreeable cost 1 be worked out. I 02/03/97 EXHIBIT B NORTHWEST CENTRAL 9 -1 -1 SYSTEM MEMORANDUM OF UNDERSTANDING 1. Upon the date that all participants have formally approved the membership of Streamwood in the Northwest Central 9 -1 -1 System, 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 9 -1 -1 operations for Streamwood are officially transferred to the Northwest Central System and monthly surcharge collections are remitted directly to Northwest Central. Simultaneously, when voting rights are granted, Streamwood will eliminate its own independent Emergency Telephone System Board. The Northwest Central 9 -1 -1 System will perform all necessary work associated with the preparation and filing of an amended 9 -1 -1 system plan with the Illinois Commerce Commission. 2. Streamwood will have one seat on the Northwest Central 9 -1 -1 System Board of Directors (the ETSB). 3. All 9 -1 -1 surcharge remittances will be made payable to the Northwest Central 9 -1 -1 System and be sent by the affected local exchange carriers to the Northwest Central office. 4. Northwest Central will deposit the net amount remitted by Ameritech and other local exchange carriers on the basis of the current systemwide surcharge of $.30 per line per month. This amount will be allocated to the common 9 -1 -1 system funding pool and will be used for 9 -1 -1 system budgetary purposes. If Streamwood retains its surcharge at a rate higher than $.30 per month, the surplus may be applied to any lawful 9 -1 -1 related expense as Streamwood directs. Northwest Central will administer those funds as directed by Streamwood. If at a later date the members of the system determine that there is a need to increase the monthly surcharge for general system operating expenses or capital improvements (excluding a trunked radio system) Streamwood will maintain parity in the portion of its 1 02/03/97 surcharge which is allocated to 9 -1 -1 system operations and /or capital reserve budgets. 5. The Northwest Central 9 -1 -1 System will pay all expenses related to the provisioning of Enhanced 9 -1 -1 service for Streamwood effective with the transfer of 9 -1 -1 functions to Northwest Central. This includes Ameritech and other local exchange carrier service fees, database preparation and maintenance, 9 -1 -1 premise equipment hardware and software, and adequate backup capability. 6. Streamwood will pay certain one -time fixed costs for new equipment and /or software or for the modification of certain system components necessary for the integration of Streamwood into the Northwest Central 9- 1-1 System. Streamwood agrees to pay such expenses to the Northwest Central 9 -1 -1 System on an installment basis, with each installment being paid within 30 days after receipt of an invoice from the Northwest Central 9 -1 -1 System. The total combined one -time transitional expense for both Hoffman Estates and Streamwood for system modifications is expected not to exceed $163,935, 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. 7. Streamwood agrees to be obligated for its proportionate share of the debts and liabilities outside of normal operating expenses which may be incurred after the effective date of transfer of 9 -1 -1 operations to Northwest Central. The proportionate share will be based on Streamwood's share of the total number of access lines in the 9 -1 -1 system. The Streamwood ETSB may use 9 -1 -1 surcharge revenue which it has received prior to the transfer of operations to Northwest Central to pay any existing debts and liabilities of its 9 -1 -1 system. 2 02/03/97 Any balance remaining in its 9 -1 -1 system account on the date of transfer of operations must be transferred to the joint Northwest Central 9 -1 -1 System where such funds will be separately identified and administered by the Northwest Central 9 -1 -1 System. Those funds may be expended for any lawful 9 -1 -1 related expense as Streamwood directs. 3