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2021-04 - AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE VILLAGE OF BUFFALO GROVE AND NORTHWEST CENTRAL DISPATCH SYSTEM - 01/19/2021RESOLUTION NO. 2021-04 A RESOLUTION AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE VILLAGE OF BUFFALO GROVE AND NORTHWEST CENTRAL DISPATCH SYSTEM WHEREAS, Buffalo Grove applied for and was awarded a grant by the Department of Justice to further the National Crime Statistics Exchange project, which is an effort to expand the FBI's National Incident Based Reporting System ("NIBRS"); and WHEREAS, in furtherance of that project and grant Buffalo Grove, through its police department will procure a NIBRS a records management system, obtain hardware and software, procure equipment and train personnel; and WHEREAS, in furtherance of the project and grant NWCDS will procure equipment to be used by its other member agencies will manage funding of said equipment through Buffalo Grove solely using grant proceeds; and WHEREAS, it is in the best interests of the parties to expedite the implementation of the project and the distribution of funds in furtherance of the project goals; and WHEREAS, the Parties wish to enter into an Intergovernmental Agreement jointly for this purpose. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, as follows: SECTION ONE: The Village Manager is hereby authorized and directed to execute the attached intergovernmental agreement on behalf of the Village of Buffalo Grove. SECTION TWO: The Village Manager is further authorized and directed to process invoices for the project and distribute funds on behalf of the Village, Northwest Central Dispatch and its members, subject to the grant requirements and the attached intergovernmental agreement. SECTION THREE: This Resolution shall be in full force and effect upon passage and approval. AYES: 5 —Stein, Ottenheimer, Weidenfeld, Smith, Pike NAYES: 0 — None ABSENT: 1 —Johnson PASSED: January 19, 2021 APPROVED: January 19, 2021 APPROVED: everly Suss , Village President ATTEST: Janet M- irabian; Village Clerk _ g INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND THE NORTHWEST CENTRAL DISPATCH SYSTEM REGARDING GRANT MONEY_ DISBURSEMENT THIS AGREEMENT ("this Intergovernmental Agreement" or "this Agreement"), made and entered into as of the effective date set forth in Section 1 of this Agreement, by and between the VILLAGE OF BUFFALO GROVE, an Illinois municipal corporation ("Buffalo Grove") and Home Rule Unit, and the NORTHWEST CENTRAL DISPATCH SYSTEM, an Illinois municipal corporation ("NWCDS"), and the aforesaid parties are sometimes collectively referred to herein as the "Parties", and separately referred to as a "Party": WITNESSETH: WHEREAS, Article VII, Section 10, of the Constitution of the State of Illinois of 1970 provides that units of local government may contract or otherwise associate among themselves to obtain or share services and to exercise, combine, or transfer any power or function in any manner not prohibited by law or by ordinance and may use their credit, revenues, and other resources to pay costs related to intergovernmental activities, and the Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq. further authorizes intergovernmental cooperation; and WHEREAS, Buffalo Grove applied and was awarded a grant by the Department of Justice to fiu-ther the National Crime Statistics Exchange project, which is an effort to expand the FBI's National Incident Based Reporting System ("NIBRS"); and WHEREAS, in furtherance of that project and grant Buffalo Grove, through its police department will procure a NIBRS a records management system, obtain hardware and software, procure equipment and train personnel; and WHEREAS, in furtherance of the project and grant NWCDS will procure equipment to be used by its other member agencies will manage funding of said equipment through Buffalo Grove solely using grant proceeds; and WHEREAS, the Parties wish to enter into this Intergovernmental Agreement jointly for this purpose: NOW THEREFORE, in consideration of the mutual agreements contained herein, Buffalo Grove and NWCDS agree as follows: 1. This Intergovernmental Agreement shall be dated and become effective as of the date of the authorized execution by the last Party to both approve and execute this Agreement (the "effective date"). This Agreement shall be effective for the term of the grant which is September 2021. 2. This Agreement may also be terminated by either Party at any time with or without cause by one Party giving written notice to the other Party at least sixty (60) days prior to the intended effective date of termination. 3. Buffalo Grove and NWCDS agree to utilize their respective joint efforts and mutual cooperation for the purposes as described herein. 4. Upon NWCDS procuring equipment in furtherance of the terms of the grant, it shall tender all eligible invoices from the contract provider to Buffalo Grove. Buffalo Grove shall pay said invoices solely out of grant proceeds if, in Buffalo Grove's sole discretion, said invoices are in compliance with the terms of the grant and only if there are available grant proceeds for such payment. Any amounts submitted by NWCDS that are not covered by grant proceeds shall be paid by NWCDS and shall not be an indebtedness of Buffalo Grove. 5. Notwithstanding any other provisions of this Agreement, NWCDS shall ensure that any sub -recipients of grant proceeds or equipment shall comply with the terms of the grant and this Agreement. Further, any equipment purchased by NWCDS or a sub -recipient shall be their sole responsibility to own and maintain. 2 6. Each party to this Agreement shall provide to the other party the name of a person who shall be a "point of contact" ("POC") for promoting open and cooperative discussions on the shared services to be provided pursuant to this Agreement. 7. NWCDS shall and does hereby agree to defend, indemnify and hold harmless Buffalo Grove and its elected officials, officers, agents and employees, from any and all liability, loss, costs, damages, expenses or injury to person or property, including reasonable attorneys' fees and other costs of defense arising out of or resulting from the services provided by and tasks performed by NWCDS employees, or arising out of or resulting from the sole action, negligence, malfeasance or misfeasance of NWCDS or its officers, employees, and/or agents in the performance or non-performance of any act pursuant to this Agreement, and from any claims by any employee of NWCDS, provided, however, NWCDS does not in any way waive or abrogate the tort immunity of NWCDS or of any of its officers, employees, and/or agents by reason of this provision. 8. Buffalo Grove shall and does hereby agree to defend, indemnify and hold harmless NWCDS and its officers, agents and employees, from any and all liability, loss, costs, damages, expenses or injury to person or property, including reasonable attorneys' fees and other costs of defense arising out of or resulting from the sole action, negligence, malfeasance or misfeasance of Buffalo Grove or its officers, employees, and/or agents in the performance or non-performance of any act pursuant to this Agreement, and from or any claims by any employee of Buffalo Grove, provided, however, Buffalo Grove does not in any way waive or abrogate the tort immunity of Buffalo Grove or of any of its officers, employees, and/or agents by reason of this provision. 9. This Agreement may be amended only by a written instrument executed by both Parties hereto and only if prior authorization has been provided by the appropriate legislative action of the respective corporate authorities of each Party. 9 10. Force Majeure: If the performance by either party to this Agreement is prevented or made impractical by epidemic, pandemic, strikes, accidents, acts of God, weather conditions, labor shortages, regulations or restrictions imposed by a government or governmental agency other than Buffalo Grove or NWCDS or other delays or occurrences beyond the control of the parties, then this Agreement shall be considered to be suspended during the period when such cause exists or its effects persist. 11. Mutual Cooperation: Each of the parties acknowledges the working nature of this Agreement, and each party agrees to mutually cooperate and consult with the other party in an effort to speedily and amicably resolve any unforeseen difficulties or problems not expressly covered by this Agreement. Buffalo Grove and NWCDS respectively agree to each make, execute, and deliver such written instruments as shall from time to time be reasonably required to carry out the terms, provisions, and intent of this Agreement. Any approval or consent required of a party to this Agreement shall not be unreasonably withheld. 12. Notices. (A) All notices, requests, demands, and other communications (collectively, "Notices") hereunder shall be in writing and given by (i) established express delivery service which maintains delivery records, (ii) hand delivery, (iii) certified or registered mail, postage prepaid, return receipt requested, or (iv) by email to Buffalo Grove or to NWCDS, as the case may be, and to their respective attorneys, with a hard copy of said email notice mailed by regular mail to each of said Parties, to the Parties at the following addresses, or at such other address as the Parties may designate by Notice in the above manner: To Buffalo Grove: Village of Buffalo Grove 50 Raupp Blvd. Buffalo Grove, IL 60089 Attn: Village Manager Email: dbragg@vbg.org To NWCDS: Northwest Central Dispatch System 1975 E. Davis Street Arlington Heights, IL 60005 Attn: Executive Director Email: jferraro@nwcds.org 0 With a Copy to: Attorney Patrick Brankin Schain, Banks, Kenny and Schwartz 70 W. Madison Street, Suite 5300 Chicago, IL 60602 Email: pbrankin@schainbanks.com With a Copy to: Attorney John H. Kelly 1804 N. Naper Blvd., Ste. 350 Naperville, IL 60563 Email: jkelly@ottosenlaw.com Notices are effective upon receipt, or upon attempted delivery if delivery is refused or impossible because of failure to provide a reasonable means for accomplishing delivery. (B) A courtesy copy of all notices shall be sent via email. Such notices shall be addressed using the contact information provided in this Section, which may be amended from time to time with notice provided per this Section, or the most recent contact information available on the official website of each Party. Notice as provided herein does not waive service of summons or process. 13. Miscellaneous: (A) Section and/or paragraph titles are descriptive only and do not define or in any other way limit the contents of each such section or paragraph. Words of the masculine gender shall be read to include the feminine and neuter genders, and the singular shall include the plural. (B) If any provision of this Agreement shall be declared invalid for any reason, such invalidation shall not affect any other provisions of this Agreement which can be given effect without the invalid provision and to that extent, the provisions of this Agreement are severable. (C) This Agreement sets forth the entire understanding of the Parties relative to the subject hereof and supersedes any and all prior agreements, express or implied, oral or written. (D) This Agreement shall be governed by the applicable laws of the State of Illinois. (E) This Agreement shall be binding on all Parties and may not be modified or amended orally, but only in writing signed by all Parties hereto. (F) The Parties each agree that they shall at all times observe and comply with the requirements of the grant as well as laws, ordinance, regulations, and codes of the Federal, State, County, 5 and other local governmental agencies that may in any manner affect the performance of this Agreement. (G) Each Party to this Agreement represents to the other that all necessary corporate action with respect to this Agreement has been taken, and that this Agreement has therefore been duly authorized, executed and delivered by it. (H) If either Party waives a breach of any provision of this Agreement by the other Party, that waiver will not operate or be construed as a waiver of any subsequent breach by either Party nor shall it prevent either Party from enforcing such provisions. (I) This Agreement may be executed in one or more identical counterparts, which counterparts, when affixed together, shall constitute one and the same document. (J) Only the respective Parties to this Agreement, Buffalo Grove and the NCDS, and no other party, shall have the right to enforce this Agreement. (K) Each Party represents to the other Parties that such Party has full authority to execute this Agreement and fulfill the terms, conditions, provisions, and obligations herein provided. IN WITNESS WHEREOF, the Parties hereto have, pursuant to the authority of the respective Corporate Authorities of the Parties, caused this Agreement to be executed, attested and delivered by its duly authorized officers as of the respective dates written below. VILLAGE OF BUFFALO GROVE NORTHWEST CENTRAL DISPATCH SYSTEM By: Dane Bragg, Village Manager Date of Execution: ai 12A 2021 By: _kkt,4�� John Ferraro, Executive Director Date of Execution: 0 // � o , 2021 RTTBrankin\Buffalo Grove, VillagelAgreements\Intergovernmental Agreement VBG and Northwest Central Dispatch System.docx C