2015-13 636124v1
RESOLUTION NO. 2015 - 13
A RESOLUTION APPROVING AN AMENDED AND RESTATED AGREEMENT
FOR THE NORTHWEST CENTRAL DISPATCH SYSTEM
WHEREAS, the Village President and Board of Trustees previously authorized a
certain venture 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 for the Village of Buffalo Grover and
WHEREAS, the NWCDS Board of Directors has unanimously recommended
approval of the AMENDED AND RESTATED NORTHWEST CENTRAL DISPATCH SYSTEM
VENTURE AGREEMENT, a copy of which is attached hereto as Exhibit A, and
incorporated into this resolution
NOW THEREFORE, BE IT RESOLVED by the Village President and Board of
Trustees of the Village of Buffalo Grove, Cook and Lake Counties, as follows:
SECTION ONE: The above recitals are incorporated into the body of this
resolution as if fully set forth.
SECTION TWO: That the AMENDED AND RESTATED NORTHWEST CENTRAL
DISPATCH SYSTEM VENTURE AGREEMENT, attached as Exhibit A hereto (the
"Agreement") is hereby approved.
SECTION THREE: The Village President is authorized to execute the Agreement.
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SECTION FOUR: The Village President and Village Manager are hereby
authorized and directed to take any and all steps necessary to implement this
Agreement and carry out this resolution.
AYES: 4—Trilling, Sussman, Terson Stein
NAYS: 0- None
ABSENT: 2—Berman, Ottenheimer
PASSED: April 6, 2015.
APPROVED: April 6, 2015.
APPROVED:
IJef S. caiman,
Vill Pr dent
S r io(
ATTEST:
Janet Sirabian,
Village Clerk
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Amended and Restated
NORTHWEST CENTRAL DISPATCH SYSTEM VENTURE AGREEMENT
THIS AGREEMENT ("Agreement" or "Amended and Restated 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 ("Members" or "Parties"):
VV | TNESSETH:
WHEREAS, a Central Dispatching System has existed in Northwestern Cook County and
in parts of DuPage, Kane and Lake Counties since 1972; and
WHEREAS, the Parties entered into a Venture agreement on May 12, 2009, being the
date the last party signed the venture agreement (hereinafter the "2009 Agreement");
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 tmthe System will provide for more
efficient and economical dispatching of life and property saving services; and
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 1Omfthe 1970 Constitution of the State of Illinois and the
Intergovernmental Cooperation Act, 5 |LCS 220/1 through 220/8, authorize joint exercise be
two or more local governments of any power common tmthem;
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; and
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WHEREAS, the Parties desire to update the purpose clause ofthis agreement and the
method for adopting and amending the bylaws by the adoption of this Amended and Restated
NORTHWEST CENTRAL DISPATCH SYSTEM VENTURE AGREEMENT.
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 asfollows:
1. Venture Established. Pursuant to the joint powers authorization of the Illinois
Constitution and the Intergovernmental Cooperation Act, 5 |LCS 220/1 through 5 |LCS 230/9,
the undersigned do hereby federate together in a cooperative venture for the joint and mutual
operation of centralized communications system; the 'mint purchasing or sharing of services
which relate to the members' police, firefighting, emergency management, and/or public safety
functions; to provide such services on a contract basis to other governmental units who are not
Members; 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, Kane and Lake Counties, Illinois. This
venture shall be known as "Northwest Central Dispatch System" (hereinafter designated as
NVYCOS) which shall consist of all of the local governments which may hereafter become
signatory hereto.
2' . K|VVCQS shall be subject to and shall be governed by certain By-Laws, the
current By-laws in existence as of the date of this amended and restated agreement are
attached hereto as Exhibit "A". The By-Laws attached as exhibit Asha|| be the By-Laws upon
the effective date of this Amended and Restated Agreement. The Bylaws may be amended by
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the Board of Directors as set forth below. The Bylaws, as may be amended from time to time by
the Board of Directors, shall be binding on the Members as if fully set forth in this Agreement..
3. NWCDS ParticiDation. 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. NVVCDSsha|| have the power in its own name to make and enter
into contracts, 10 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 purposes, but no such contract, employment, purchase, debt, liability orobligation shall be
binding upon or obligate any member except as authorized by the this Agreement or the By-
Laws. NWCDS shall not have the power of eminent domain or the power to levy taxes.
6. Board of Directors. There is hereby established a Board mf Directors which shall consist
of one director on behalf ofeach Member. The manager or administrator of each Member
shall be its director. However, each Member may designate a different person as the director
by appropriate action of the Member's corporate authorities. Each Member shall also
designate an alternate director to act on its behalf in the absence of its director. Directors shall
serve without salary, but each may be reimbursed for necessary expenses incurred in
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connection with NVV[DS business. The Board of Directors shall have the following powers and
duties:
a. To determine general policy and procedures of NVVCDS and the board of
directors consistent with this Venture Agreement, and to exercise any power
related to the operation of the yJVVCDS which is not reserved in this agreement
to the Members acting through their respective corporate authorities;
b. Tm provide for an executive committee and officers in the By-Lavvs;
m' Tm approve amendments to the By-Laxvs;
d. To approve the annual budget of0VVCOS.
e' To hire, supervise and discipline an executive director
f. To hire auditors;
g. To hire a general counsel for the agency and such other attorneys as it deems
necessary;
h. To approve new members of the NVVCDS upon such new member's approval and
execution of this Agreement, by a % vote of all members of the board of
directors;
i To approve the provision of services to non-members bycontract;
i To provide for contracting and purchasing procedures asit sees fit;
7. Amendments to this Agreement. This Agreement may not be amended, except by the
written agreement and resolution of all of 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.
8. . Any member of the Board mf Directors mr any member mf
the Executive Committee may propose an amendment to the By-Laws. No amendment,
however, shall be in conflict with or purport to amend this agreement in any way.
Amendments to the By-Laws shall be made only upon a three-fourths (9/4) vote of the
members of the Board of Directors then holding office. The chairman of the board of directors
shall have only one (1) vote on a motion to amend the By-Laws, even in the case of a tie.
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9. Duration. This Agreement and NVV[OS 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 ofin the manner set forth
in the said By-Laws.
lO. Enforcement. Each member shall have the right to enforce this Agreement against any
other member. If suit is necessary therefore, a defaulting member shall pay reasonable
attorney's fees toNVV[DSes adjudicated by the Court.
11. 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.
12. Entire Agreement. This instrument contains the entire agreement between the Parties
relating to the rights granted herein and the obligations herein assumed. Any oral
representations or modifications concerning this instrument and any prior agreements
between the parties related to the NVVCDS shall beofno force and effect.
13. Severability. Invalidation by judgment or court order of any one or more of the
covenants or restrictions contained herein shall in no way affect any other provisions which
shall remain in full force and effect.
14. Governing Law. The laws of the State of Illinois shall govern the terms of this
Agreement both as to interpretation and performance.
15. Notices. All notices provided for herein shall be served upon the Parties bypersonal
delivery, email, fax or Certified United States mail, return receipt requested, by sending said
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notice to the mayor, president, manager, administrator or statutory head of the public body at
the Members' principal office. Notices shall be deemed given when sent.
16. No Waiver of Tort Immune. Nothing contained in this Agreement is intended to
constitute nor shall constitute a waiver of the rights, defenses, and immunities provided or
available to either Party under the Illinois Local Governmental and Governmental Employees
Tort Immunity Act with respect to claims by third parties.
17. No Third Partv Beneficiaries. This Agreement is entered into solely for the benefit of the
Parties, and nothing in this Agreement is intended, either expressly or impliedly, to provide any
right or benefit of any kind whatsoever to any person or entity who is not a party to this
Agreement, or to acknowledge, establish, or impose any legal duty to any third party.
18. Counterparts. This Agreement may be executed in counterparts that, taken together,
will be effective as if they were a single document. Signatures transmitted by a .pdf file or
facsimile shall be treated as originals.
19. Effective Date. This Amended and Restated Venture Agreement shall become effective
when signed by all of the respective representatives of the current Members: Village of
Arlington Heights, Village of Buffalo Grove, Village of Elk Grove Village, Village of Hoffman
Estates, Village of Inverness, Village of Mount Prospect, Village of Palatine, City of Prospect
Heights, City of Rolling Meadows, Village of Schaumburg and Village of Streamwood. The 2009
Agreement shall remain in full force and effect until the Effective Date of this Amended and
Restated Venture Agreement. On the Effective Date, this Amended and Restated Agreement
shall replace the 2009 Agreement.
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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.
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VILLAGE [)F ARLINGTON HEIGHTS
ATTEST:
Date:
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VILLAGE OF FFALO GROVE
By
ATTEST:
Date: Ito
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VILLAGE OF ELK GROVE VILLAGE
By:
ATTEST:
Date:
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VILLAGE OF HOFFMAN ESTATES
By:
ATTEST:
Date:
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VILLAGE C)FINVERNESS
ATTEST:
Date:
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VILLAGE OF MOUNT PROSPECT
By:
ATTEST:
Date:
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NORTHWEST CENTRAL DISPATCH SYSTEM VENTURE AGREEMENT
VILLAGE OF PALATINE
By:
ATTEST:
Date:
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CITY OF PROSPECT HEIGHTS
By:
ATTEST:
Date:
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CITY OF ROLLING MEADOWS
By:
ATTEST:
Date:
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VILLAGE OF SCHAUMBURG
By.
ATTEST:
Date:
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VILLAGE OFSTREA[NVVOOO
8y:
ATTEST-
Date: