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HomeMy WebLinkAbout5. New Business 04/08/2015It + ul'it Ptospw Village of Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO: MAYOR AND VILLAGE BOARD MEMBERS FROM: ACTING VILLAGE MANAGER DATE: MARCH 25, 2015 SUBJECT: APPROVAL OF VENTURE AGREEMENT - NORTHWEST CENTRAL DISPATCH SYSTEM Attached for Village Board consideration is Northwest Central Dispatch System (NWCD). benefits for the Village: a revised intergovernmental agreement with The revised agreement will allow the following 1. Revised agreement will allow the Village to work with other member communities that make up the agency to enter into cooperative agreements to share joint purchasing and sharing of services if such sharing is financially prudent. 2. Revised agreement to the by-laws to clarify the process for by-law amendments and admission of new members. 3. Revised agreement sets out the composition of the board of directors and the powers and duties of the board. 4. Revised agreement adds typical contract provisions for the entire agreement, severability, governing law, notices, no waiver for tort immunity, no third party beneficiaries and execution in counterparts. 5. All other components within the governing regulations of the agency remain unchanged. One potential benefit of this revised agreement is the agency is exploring the option of a shared emergency services coordinator the Village is under no commitment to participate in this position, but the discussion as to the applicability could benefit the Village depending on the needs of the Village and other members. Staff recommends Village Board approval for the resolution of an amended and restated agreement (venture agreement) for the Northwest Central Dispatch System. DAVID STRAHL H:\VILM\NWCD\VB Memo Venture Agreement.docx MEMO RAN M Date: March 20, 2015 To: NWCDS Board of Directors From: Cindy Barbera-Brelle - Executive Director RE: Venture Agreement Amendment For some time, members of the NWCDS Board of Directors have discussed their desire to share services which are related to our municipal members' public safety functions and the core public safety function of the agency. There has been a desire to share these services if they can be shared in a way which is fiscally prudent for all involved. There is also the desire to allow Members to decline to participate in shared services, but still allow others to do so. One such service which may be shared among some Members is the employment of an emergency services coordinator as required by the Illinois Emergency Management Agency Act. As those discussions progressed, it became clear that the mission statement set forth in the venture agreement is too narrow to allow additional shared services. At its March 19, 2015 meeting, the Board of Directors moved to recommend updating the venture agreement to expand the scope of services that NWCDS is capable of providing. Attached is a copy of the Amended and Restated Venture Agreement which the board approved at the March 19th meeting. Also attached is a template resolution for use by the municipal members in approving the amended agreement. In addition to expanding the mission scope, the agency's general counsel has recommended that the agreement be amended to conform to certain longstanding practices of the agency. The following amendments are recommended by the board of directors: • Purpose clause. Expansion of the purpose clause of the organization to include joint purchasing or sharing of services which relate to the members' police, firefighting, emergency management. (Sec. 1). • By -Laws. To clarify the process for By -Laws amendments and admission of new members. (Sec. 2, 6(h)). • Board of Directors. To set out the composition of the board of directors and the powers and duties of the board. (Sec. 6). • Contract Boilerplate. To add typical contract provisions for Entire Agreement, Severability, Governing Law, Notices, No Waiver of Tort Immunity, No Third Party Beneficiaries and execution in Counterparts. (Sec. 12-18). MEMORANDUM NWCDS BOARD OF DIRECTORS The agreement still contains the key provision that "no such contract, employment, purchase, debt, liability or obligation shall be binding upon or obligate any member." (Sec. 5). Once the agreement is amended, the Board of Directors will set about the process of updating the By -Laws. The By -Laws amendment will include a general update to make sure that By -Laws conform to the amended agreement and existing practices. They will also incorporate processes to address any shared services as well as appropriate safeguards to insulate Members who do not participate in shared services. Original signatures on the Amended and Restated Venture Agreement are required. I have included twelve (12) copies of the Venture Agreement page that your Village President/Mayor will need to sign. When the certified copy of the Resolution and the Venture Agreement signature pages are ready please call me and I will make arrangements to pick them up. RESOLUTION NO. 06-15 A RESOLUTION APPROVING AN AMENDED AND RESTATED AGREEMENT FOR THE NORTHWEST CENTRAL DISPATCH SYSTEM WHEREAS , the Mayor and Board of Trustees of the Village of Mount Prospect 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 to the Village of Mount Prospect; and WHEREAS , the addition of another municipality to the System will provide for more efficient and economical dispatching of life and property savings services; 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 Mayor and Board of Trustees of the Village of Mount Prospect, 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: SECTION ONE: That the Board of Trustees do hereby authorize the Village of Mount Prospect to enter into the AMENDED AND RESTATED NORTHWEST CENTRAL DISPATCH SYSTEM VENTURE AGREEMENT. SECTION TWO: That the Mayor is authorized to sign the agreement, attached and made part of this Resolution as Exhibit “A”. : SECTION THREE That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Hoefert, Korn, Matuszak, Polit, Zadel NAYS: None ABSENT: Rogers PASSED and APPROVED this day of April 2015. _______________________________ Arlene A. Juracek Mayor ATTEST: ____________________________ M. Lisa Angell Village Clerk H:\\CLKO\\WIN\\RESOLUTION\\NWCentralDispatchamendedagreementRESapril2015.doc 3/19/2015 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"): WITNESSETH: 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 to the 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 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 be two or more local governments of any power common to them; 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 WHEREAS, the Parties desire to update the purpose clause of this 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 as follows: 1. Venture Established, Pursuant to the joint powers authorization of the Illinois Constitution and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 5 ILCS 220/9, the undersigned do hereby federate together in a cooperative venture for the joint and mutual operation of a centralized communications system; the joint 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 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, 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 A shall be the By -Laws upon the effective date of this Amended and Restated Agreement. The Bylaws may be amended by 2 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 Participation. 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 purposes, but no such contract, employment, purchase, debt, liability or obligation 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 of Directors which shall consist of one director on behalf of each 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 3 connection with NWCDS business. The Board of Directors shall have the following powers and duties: a. To determine general policy and procedures of NWCDS and the board of directors consistent with this Venture Agreement, and to exercise any power related to the operation of the NWCDS which is not reserved in this agreement to the Members acting through their respective corporate authorities; b. To provide for an executive committee and officers in the By -Laws; c. To approve amendments to the By -Laws; d. To approve the annual budget of NWCDS. 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 NWCDS upon such new member's approval and execution of this Agreement, by a 4 vote of all members of the board of directors; i. To approve the provision of services to non-members by contract; j. To provide for contracting and purchasing procedures as it 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. Amendments to the By -Laws. Any member of the Board of Directors or any member of 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 (3/4) 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. 4 9. 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 the said By -Laws. 10. 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 to NWCDS as 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 NWCDS shall be of no 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 by personal delivery, email, fax or Certified United States mail, return receipt requested, by sending said 5 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 Immunes. 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 Party 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. D 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. 7 ATTEST: Date: VILLAGE OF MOUNT PROSPECT By: 13 Mount Prospect Public Works Department INTEROFFICE MEMORANDUM TO: ACTING VILLAGE MANAGER DAVID STRAHL FROM: VILLAGE ENGINEER DATE: MARCH 30, 2015 SUBJECT: 2014 MFT MAINTENANCE RESOLUTION On December 13, 2013 the Village Board passed a Resolution for Maintenance of Streets and Highways by Municipality Under the Illinois Highway Code (BLR 14230) as required to spend MFT funds. The Resolution amount of $553,293.00 was based on estimated quantities for certain items. Following completion of the activities in 2014, the final cost exceeded the estimate by $93,008.80, predominately due to the additional cost of materials for pavement deicing activities due to the excessive snow events, as indicated in the table below. Item Estimate of Cost Final Cost Difference Salt & Calcium Chloride $284,796.00 $375,111.97 $90,315.97 Electric $153,000.00 $156,036.73 $ 3,036.73 Crack Filling $ 53,497.00 $ 53,457.13 ($ 39.87) Pavement Markings $ 62,000.00 $ 61,695.97 ($ 304.03) Total $553,293.00 $646,301.80 $93,008.80 An additional Resolution is required by the Illinois Department of Transportation to cover the additional cost above the estimate of these activities. I recommend that the Village Board adopt this resolution at the April 8, 2015 Village Board Meeting. I concur with the above recommendation. Jam, ri H Leib, Deputy Director of Public Works C: Village Clerk M. Lisa Angell H:\Engineering\Pavement\MFT\Maintenance-2014\Memo 2014 Supp Resolution.docx Resolution for Maintenance of Streets and Highways by Municipality Under the Illinois Highway Code Mayor and Board of Trustees BE IT RESOLVED, by the of the (Council or President and Board of Trustees) Village Mount Prospect of , Illinois, that there is hereby (City, Town or Village) (Name) $93,008.80 appropriated the sum of of Motor Fuel Tax funds for the purpose of maintaining January 1, 2014 streets and highways under the applicable provisions of the Illinois Highway Code from (Date) December 31, 2014 to . (Date) BE IT FURTHER RESOLVED, that only those streets, highways, and operations as listed and described on the approved Municipal Estimate of Maintenance Costs, including supplemental or revised estimates approved in connection with this resolution, are eligible for maintenance with Motor Fuel Tax funds during the period as specified above. BE IT FURTHER RESOLVED, that the Clerk shall, as soon a practicable after the close of the period as given above, submit to the Department of Transportation, on forms furnished by said Department , a certified statement showing expenditures from and balances remaining in the account(s) for this period; and BE IT FURTHER RESOLVED, that the Clerk shall immediately transmit two certified copies of this Schaumburg resolution to the district office of the Department of Transportation, at , Illinois. M. Lisa Angell Village I, Clerk in and for the (City, Town or Village) Mount Prospect Cook of, County of hereby certify the foregoing to be a true, perfect and complete copy of a resolution adopted by Mayor and Board of Trustees April 7, 2015 the at a meeting on (Council or President and Board of Trustees) Date IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this day of . Village (SEAL) Clerk (City, Town or Village) Approved Regional Engineer Department of Transportation Date Printed 3/30/2015 BLR 14230 (Rev. 07/15/13)