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R-1206 - 10/09/2012 - DU-COMM - ResolutionsRESOLUTION 2012 - DUCOMM- AG -EX -R -1206 A RESOLUTION APPROVING AND AUTHORIZING A MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE VILLAGE OF OAK BROOK AND THE DUPAGE PUBLIC SAFETY COMMUNICATION COOPERATIVE REGARDING ALARM MONITORING WHEREAS, the Village of Oak Brook ( "Village ") is an Illinois municipal corporation; and WHEREAS, the DuPage Public Safety Communication Cooperative ( "DU- COMAr') is a unit of intergovernmental cooperation made up of members including municipalities and fire protection districts; and WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois authorizes units of local government to 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 ordinance," as well as to use their revenues, credit and other resources for intergovernmental activities; and WHEREAS, the Village is a member of DU -COMM pursuant to the Joint Public Safety Communications System Agreement; and WHEREAS, members of DU -COMM may participate in some, but not all, of the programs and services offered by DU -COMM; and WHEREAS, the Village desires to opt -out of the DU -COMM Master Alarm Monitoring Agreement in order to use its own alarm monitoring equipment; and WHEREAS, DU -COMM requires members that desire to opt -out of the DU -COMM Master Alarm Monitoring Agreement enter into a memorandum of understanding with DU -COMM to govern the members' ownership of alarm monitoring equipment and DU- COMM's monitoring of the members' police and fire alarms ( "MOU'), attached hereto as Exhibit A; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the MOU, in a final form as approved by the Village Attorney; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the MOU. The President and Board of Trustees hereby approve the MOU by and between the Village and DU -COMM in a form acceptable to the Village Manager and the Village Attorney. Section 3: Authorization and Execution of the MOU. The Village Manager and Village Clerk shall be, and hereby are, authorized to execute the final MOU on behalf of the Village. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. Ayes: Resolution 2012- DUCOMM- AG -EX -R -1206 Authorizing Memorandum of Understanding Page 2 of 3 APPROVED THIS 9thdayof October 2012 l Gopal G. Lalmalani Village President PASSED THIS 9thday of Octobe1t012 Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis None None ATTEST: Charlotte K. Pruss Village Clerk Resolution 2012 - DUCOMM- AG -EX -R -1206 Authorizing Memorandum of Understanding Page 3 of 3 EXHIBIT A MEMORANDUM OF UNDERSTANDING DU -COMM ALARM MONITORING FOR MEMBER AGENCIES SELF OWNED ALARM SYSTEMS This Agreement is made and entered into this (off' day of Aux- 5 aoia between the Village of Oak Brook, an Illinois municipal corporation ( "Village "), and DuPage Public Safety Communications, a unit of intergovernmental cooperation (hereinafter referred to as "DU- COMN/'): WHEREAS, the Village is a member of DU -COMM and depends on DU -COMM for alarm monitoring and public safety dispatch services; and WHEREAS, the Village's President and Board of Trustees have determined that it is in the Village's best interest to "Opt out" of the DU -COMM master alarm monitoring agreement, attached hereto as Exhibit A, and to own the Village's own alarm monitoring equipment; and WHEREAS, DU -COMM is a unit of intergovernmental cooperation (as defined in Illinois Compiled Statutes (ILCS) 5 ILCS 220/2) which includes municipalities and fire protection districts as its members; and WHEREAS, the Village wishes to subcontract any obligations it may have to monitor police and /or fire alarms for existing customers within DU -COMM, and DU- COMM wishes to assume such obligations pursuant to the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and promises hereinafter set forth, the parties hereto have agreed and do hereby agree as follows: Article 1: Term This Agreement shall be effective after execution by both parties and shall remain in effect for a period of five (5) years from the effective date. In the event that this agreement is not terminated by either party pursuant to Article 2 of this Agreement or by providing written notice 180 days prior to the end of the contract term, this Agreement shall automatically renew for successive five (5) year terms. Article 2: Cancellation Either party may terminate this Agreement effective upon sixty (60) days written notice if the other party commits a material breach of this Agreement that remains uncured during such notice period. Should the terminating party fail to permit the other party to cure any breach, then said breach shall not constitute a "Cause" for termination of this Agreement. DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 1 of 9 Notwithstanding the provisions of the above paragraph, the Village may terminate this Agreement upon written notice in the event that DU -COMM: (i) ceases to provide 9 -1 -1 dispatch services for the Village; or (ii) if DU -COMM provides notice to the Village of any changes in the current authorized alarm monitoring fee, as provided in Article 5, Section (b) of this Agreement. The Village may terminate this Agreement upon 120 days written notice without cause. Article 3: DU- COMM's Duties Throughout the term of this Agreement, DU -COMM will provide the following fire alarm services for the Village's customers. A list of customers is attached as Addendum A, which may be amended by the Village at any time. a. DU -COMM will receive Keltron wireless and Direct Connect (Phone Circuit) fire alarm signals from the Village's customers at all times, twenty -four hours per day, of every day throughout the term of this Agreement. b. DU -COMM shall monitor all of the Village's alarms at all times, twenty -four hours per day, of every day, throughout the term of this Agreement. Said monitoring shall be the sole responsibility and obligation of DU -COMM except as noted in Article 4 (f) of this agreement. C. DU -COMM will act on any alarm received in accordance with those procedures mandated by the Village pursuant to its agreement with DU -COMM. d. DU -COMM will provide space for the storage and maintenance of the equipment described in Addendum B which will be located at 600 Wall St., Glendale Heights, Illinois. DU -COMM will provide the Village vendor with access to the premises with prior notification. e. DU -COMM will provide all alarm automation equipment and software necessary to monitor the alarms described in this Agreement. Acquisition and maintenance of any such equipment and software is the sole responsibility of DU- COMM. Article 4: Agency's Duties a. The Village shall install and maintain all required equipment as identified in Addendum B of this agreement through the term of the agreement. b. The Village shall be responsible for providing personnel to service the alarm monitoring equipment, as identified in Addendum B, on a 24 -hour basis. DU- COMM shall not be responsible for maintenance, repair or replacement of the equipment during the term of this agreement. Said maintenance, repair or replacement of equipment shall be the sole responsibility and obligation of the Village. At all times, all equipment provided by the Village shall be the property of the Village. DU -COMM DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 2 of 9 acknowledges that all equipment installed in accordance with this Agreement is owned by the Village and in the event this Agreement is terminated for any reason, the Village shall have the right to remove the same. In order to allow for a reasonable transition in the event of termination of this Agreement, equipment may not be removed without a written 45 -day notice. C. Positions on the Keltron Alarm Board will be available to any subscriber within the jurisdiction of the Village who complies with all Village requirements and enters into a direct agreement with the Village. The Village will provide DU -COMM with updated lists of the alarms to be monitored under this Agreement, and all information necessary to monitor such alarms, as often as necessary. d. The Village shall be responsible for providing signaling from the head end alarm equipment to the remote alarm receiver at DU -COMM through redundant connections including a high speed leased line modem (Keltron 10MV321 or equivalent), a leased voice grade line (VMNC circuit), and a POTS line for back -up. e. The Village shall comply with all DU -COMM alarm policies including 13.06.00, Alarm Board Interface standards, that are issued at the time of execution of this agreement. f. If the Village connection to the DU -COMM remote alarm receiver has a communications failure, the Village will be responsible for providing personnel to monitor any alarm signals on the head end alarm equipment until communications to DU -COMM are restored. Article 5: Consideration In addition to other consideration provided pursuant to this Agreement: a. The Village shall pay to DU -COMM the current authorized alarm monitoring fee in accordance with DU -COMM Board Resolution 08 -002 as determined by the DU -COMM ADT Master contract rate ($14.00 per month) for each current, paid subscriber of the Village's Keltron Wireless Radio System or Direct Connect Circuit system. b. DU -COMM will provide ninety (90) day notice to the Village of any changes in the current authorized alarm monitoring fee. C. The Village shall submit the DU -COMM Alarm monitoring fee for each current, paid subscriber on a quarterly schedule. With each submission, the Village shall include a subscriber list and a written summary report that includes the total number of subscriber connections, number of paying subscribers, number of Village subscribers, and number of non - paying subscribers DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 3 of 9 Article 6: Insurance and Indemnity Indemnity. Each party to this Agreement shall indemnify and hold harmless the other, its respective trustees, officers, employees, agents and successors against any and all claims, demands, actions, causes of action, lawsuits, damages, costs and expenses, including the payment of attorneys' fees and court costs, resulting from or arising out of any negligent or wrongful acts or omissions of the indemnifying party or its personnel in the performance of their obligations under this Agreement. Nothing in this Agreement shall be interpreted to waive any immunity protections that might be applicable to either or both parties. Comprehensive General Liability Insurance. Each party shall purchase, and upon request, shall produce evidence that it has secured, comprehensive general liability insurance affording the following coverage: including contractual liability and errors and omission insurance which shall include bodily injury, property damage and personal injury insurance, with a minimum of $1,000,000.00 (one million dollars) combined single limit of liability, with an "umbrella" or excess insurance coverage on a following form basis to the underlying coverage of a minimum of $5,000,000.00 (five million dollars). Each party may purchase a single excess policy for both CGL and professional liability coverage. Notice of Change in Coverage or Cancellation. Each party shall notify the other within 48 hours of being notified of any change in coverage limits or status of its insurance policy. Article 7: Administration Each party shall keep complete and detailed books and records, which accurately reflect all matters relating to the services rendered under this Agreement. Article 8: Compliance with Regulations DU -COMM and the Village shall adhere to all county, state and federal rules, regulations, codes, ordinances, and charters as they may apply to the dispatch of emergency services. Article 9: Notices All notices provided for or permitted herein shall be in writing and shall be delivered personally or sent by Untied States certified or registered mail, postage prepaid, return receipt requested, directed to the parties at the following addresses or to such address as any party shall designate by notice delivered or sent in the above manner. If a notice is sent by mail, it shall be deemed to have been received by the addressee two (2) days after the post marked date which it bears. DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 4 of 9 Village of Oak Brook: David Niemeyer, Village Manager Village of Oak Brook 1200 Oak Brook Road Village of Oak Brook, Illinois 60523 DU -COMM: Brian Tegtmeyer, Executive Director DU -COMM 600 Wall Street Glendale Heights, Illinois 60139 Article 10: Entire Agreement This Agreement contained the entire agreement and understanding between the parties in regard to the subject matter hereof and is not subject to alteration or amendment, except by further written Agreement signed by all parties. Article 11: Governing Law This Agreement shall be construed in accordance with, and governed by the laws of the State of Illinois. Article 12: Severability If any portion of this contract is determined to be invalid by subsequent passage of law or court interpretation that portion shall be removed from this contract. All other portions of this contract shall remain in full force and effect. Article 13: Waiver Neither the Village nor the DU -COMM shall be under any obligation to exercise any of the rights granted to them in this agreement except as it shall determine to be in its best interest. The failure of the Village or DU -COMM to exercise at any time any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the Village's or DU- COMM's right to enforce such rights or any other rights. Article 14: Counterparts This Agreement may be executed in several counterparts, each of which, when executed, shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF: the parties have executed this Agreement this to day of 12012. J DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 5 of 9 DUPAGE PUBLIC SAFETY COMMUNICATIONS As its xecutive r Date Attest ATTEST: Village Clerk Title Executive Director VILt F OAK BROOK By: Village President DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 6 of 9 Exhibit A: DU -COMM Master Alarm Monitoring Agreement DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 7 of 9 ADDENDUM A: List of Village's Alarm Monitoring Customers DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 8 of 9 ADDENDUM B: Alarm Monitoring Equipment List The AGENCY will install and maintain the following equipment for the reception of wireless and Direct Connect alarm signals at the DU -COMM, 600 Wall Street, Glendale Heights, IL location: (1) Keltron OP -703 alarm receiver (for AGENCY direct connect and wireless alarm signals) (1) Keltron PS -740 24 volt power supply (2) 25 amp /hour sealed batteries or equivalent (1) Keltron 10MV321 modem or equivalent Equipment at Oak Brook Police Department (2) Kettron RF7500 radio receivers (2) Keltron RF7100 signal converter (1) Keltron CP703VP alarm processor (1) Keltron OP703VP operator workstation (2) Keltron PS738 power supply charger (4) 25 amp /hour sealed batteries or equivalent (1) Keltron 1 OMV321 modem or equivalent (1) Keltron TLS5 telephone line simulator (1 ) Keltron 95DM726 reverse polarity subscriber nest (14)Keltron 95M2880 subscriber card (1) Keltron 95DM728 tone subscriber nest (1) Keltron 95M3042 tone subscriber card (1) 4 port switch (generic) (1) 19 inch VGA service monitor (generic) DU -COMM Alarm Monitoring Agreement for Member Agency self -owned alarm systems Page 9 of 9