IGA County of DuPage ETSB & DU-COMM for Public Communications Facility INTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF
DUPAGE, THE DUPAGE COUNTY EMERGENCY TELEPHONE SYSTEM
BOARD AND DUPAGE PUBLIC SAFETY COMMUNICATIONS (DU-COMM)
REGARDING THE CONSTRUCTION, MAINTENANCE,AND LEASE OF A
PUBLIC COMMUNICATIONS FACILITY
This Intergovernmental Agreement (the "Agreement") is entered into this 15th
day of February, 2017 by and between the COUNTY OF DUPAGE ("County") with its
principal offices at 421 N. County Farm Road, Wheaton, Illinois 60187, the DUPAGE
COUNTY EMERGENCY TELEPHONE SYSTEM BOARD ("ETSB") with its principal
offices at 420 N. County Farm Road, Winfield, Illinois 60187 and DUPAGE PUBLIC
SAFETY COMMUNICATIONS ("DU-COMM") with its principal offices at 600 N.
Wall Street, Glendale Heights, Illinois 60139 for the purpose of establishing an
agreement between the County, ETSB and DU-COMM regarding the construction,
maintenance and lease of a public facility to be constructed at 420 North County Farm
Road in Winfield, Illinois (the "Project"). The County, ETSB and DU-COMM shall
collectively be referred to as the "Parties" and may be individually referred to as a
Party.
WHEREAS, the County of DuPage is a unit of local government established and
operating under the authority of the Illinois Counties Code, 55 ILCS 5/1-1001 et seq.; and
WHEREAS, DuPage Public Safety Communications is a unit of
intergovernmental cooperation created under the authority of the Illinois
Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq.; and
WHEREAS, the DuPage County Emergency Telephone System Board is a unit
of local government established and acting under the authority of the Illinois Emergency
Telephone System Act, 50 ILCS 750/1 et seq.; and
WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 and the
Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq. encourages and
authorizes units of local government to cooperate and enter into agreements to promote
the public welfare and accomplish the mission of local government; and
WHEREAS, the ETSB is the authorized and certificated operator of the 9-1-1
emergency system in DuPage County excluding the City of Naperville and the City of
Aurora; and
WHEREAS, DU-COMM is a public safety answering point of the ETSB and
provides 9-1-1 call answering and public safety communication services to forty-two
public safety agencies in DuPage County; and
WHEREAS, DU-COMM has determined that it needs expanded facilities for the
performance of its public safety dispatch functions; and
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WHEREAS, the County has available space at a site on the County government
campus at 420 N. County Farm Road that is available and suitable for use as public safety
communication facility; and
WHEREAS, the premises at 420 N. County Farm Road will require renovation,
remodeling, and an addition to provide DU-COMM with the space and facilities
necessary to perform its functions("Premises"); and
WHEREAS, the Illinois General Assembly has granted the County authority to
construct, operate, maintain, and keep in good repair building necessary for the
performance of County and public services, and to enter into agreements related to such
purposes pursuant to 55 ILCS 5/5-1108; and
WHEREAS, the County and DU-COMM have previously entered into a
Memorandum of Agreement to authorize the design and planning of a public safety
communications facility at 420 N. County Farm Road; and
WHEREAS, the County, the ETSB and DU-COMM desire to enter into an
agreement to memorialize the discussions that have taken place regarding the
construction, maintenance, and lease of this Project (as defined below), including the
financing of the construction and rental payments for the Premises (as defined in Exhibit
D); and
WHEREAS, this Intergovernmental Agreement is the agreement between the
County, the ETSB and DU-COMM for the construction of the Project, and for the
subsequent maintenance and lease of the Premises.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
CONTAINED HERIN, IT IS AGREED BY AND BETWEEN THE COUNTY AND
DU-COMM AS FOLLOWS:
1. INCORPORATIONS
1.1 The foregoing recitals are hereby incorporated into this Agreement
as though fully set forth herein.
1.2 The exhibits attached hereto and, or, referenced herein, shall be
incorporated into this Agreement.
2. SCOPE OF PROJECT
2.1 The Project shall involve the construction of a new building
totaling thirteen thousand four hundred forty-one square feet
(13,441 SF) ("New Building") and renovations to an area of the
former DuPage County Juvenile Detention Facility totaling
eighteen thousand seven-hundred fifty square feet (18,750 SF),
(collectively the "Project.") The Project is conceptually depicted in
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the preliminary plan sets, attached hereto and incorporated herein
as Exhibit A. Generally, the Project will further involve the
installation of radio, telecommunications and data equipment
related to emergency services dispatching at the Project site,
together with parking lot improvements, enhanced drainage and
stormwater features and site security.
2.2 The Project shall be built, installed, constructed, and established in
essentially in accordance with Final Project Plans to be developed
by the Design Architect, as modified by the Parties' agreed upon
changes. Upon completion and approval by each Party, the Final
Project Plans shall be deemed incorporated herein by reference as
Exhibit B,but may not be attached hereto due to its size.
2.3 The Parties further agree that the Project shall be undertaken and
constructed in a manner consistent with the terms and conditions of
every permit and, or, approval issued by a regulatory authority
having jurisdiction over the Project, and that compliance with such
terms and conditions shall have priority over compliance with any
approved plan sets to the extent that there is any inconsistency
between those items.
2.4 The Parties acknowledge that as part of the Project, the contracts
with the Design Architect and Construction Manager shall include
additional improvements requested and paid for by the County
outside the scope of this Agreement.
3. FUNDING AND CONTINGENCIES
3.1 The total Project costs are estimated not to exceed Fifteen Million,
Seven Hundred Ninety Thousand Four Dollars ($15,790,004.00)
which sum includes a DU-COMM Contingency Contribution of
One Million, Sixty-Three Thousand, Three Hundred Ninety-seven
Dollars ($1,063,397.00). For the purpose of this Agreement,
Project expenses shall include both "Project Construction
Expenses" and "Equipment, Furnishing and Special Component
Expenses,"which terms shall be defined as follows:
3.1.1 "Project Construction Expenses" shall be defined to
include, but not limited to, all costs related to the following:
site preparation and grading, drainage and stormwater
management, building construction, utility service
installations and relocations, construction site security,
interior build-out, all installations, upgrades repairs, or
replacements of building system components for both the
new construction and renovations (e.g. electrical, plumbing
HVAC, building security, doors, windows, roofing),
together with all design, architectural, construction
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management and inspections services, permitting, testing
and surveying costs related to the foregoing.
3.1.2 "Equipment, Furnishing and Special Component Expenses"
shall be defined to include, but not be limited to, all costs
related to the furnishing, installation and use of equipment
owned or furnished by DU-COMM, including, but not
limited to, office furnishings, kitchen appliances, and
equipment racks provided in this Project but not
permanently affixed to the Project.
3.1.3 The Parties agree to apportion the Project's funding
(collectively, the "Project Funds") and costs as follows,
unless otherwise agreed to in writing as provided in
Paragraph 3.5 below:
DU-COMM Design Fee Contribution $1,171,762
DU-COMM Capital Contribution $1,249,434
ETSB Capital Contribution $4,000,000
DU-COMM Contingency Contribution(if needed) $1,063,397
DuPage County Contribution(Loan) $7,500,000
TOTAL $14,984,593
Additional work completed by DU-COMM:
DU-COMM Direct Pay(Owner's Rep & Consoles) $ 886,000
3.1.4 The funds from the DuPage County Contribution shall
come from the Principal Component Loan (Loan) and shall
be held by the County until allocated for the payment of
Project Construction Expenses only.
3.1.5 The DU-COMM Contingency Contribution shall be held
by DU-COMM and shall be released to the County upon
the County's request and approval by DU-COMM. The
DU-COMM Contingency Contribution shall only be used
for the payment of Project Construction Expenses and may
only be used for such purposes after all other funds
allocated for Project Construction Expenses have been
expended (or where such remaining funds are insufficient
to pay any Project Construction Expenses then due and
owing.
3.1.6 The ETSB Contribution shall only be used for the payment
of certain pre-designated Project Construction Expenses
and Equipment and Furnishing Expenses, including,but not
limited to, planning, consolidating and the operation of the
emergency telephone system, that are permitted under the
Emergency Telephone System Act, 50 ILCS 759/1 et seq.
3.1.7 The funds from the DU-COMM Direct Pay sum shall be
held by DU-COMM and may be used by DU-COMM to
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pay for its own equipment (e.g., consoles) and its third-
party consultants, vendors (e.g., Owner's Rep).
3.2 DU-COMM has contributed or will contribute $1,171,762 to the
County to be used toward the design costs of the Project. This
payment and the terms of that payment are further defined in a
Memorandum of Understanding between the County and DU-
COMM dated August 23, 2016 and a letter to the DuPage County
Board Chairman, reaffirming that Memorandum of Understanding
dated December 14, 2016. That Memorandum of Understanding
and the letter reaffirming the Memorandum of Understanding are
attached hereto and made a part hereof as Exhibit C.
3.3 The Parties agree that the Project shall be contingent upon the
County securing the Principal Component Loan on or before
December 1, 2017 consistent with the terms set forth below.
3.3.1 The Principal Component Loan contingency shall be
satisfied by the County securing tax exempt loan financing
for the Project of a principal amount not to exceed Seven
Million, Five Hundred Thousand Dollars ($7,500,000) at an
interest rate not to exceed four percent (4%) and payable
over a term not to exceed fifteen (15) years, unless other
terms are agreed to in writing by the County and DU-
COMM.
3.3.2 DU-COMM shall be responsible to repay the County for
the Loan by making periodic payments during the term of
the Loan. From the effective date of the Loan, DU-COMM
shall commence paying to the County an amount equal to
any interest that accrues on the Loan and shall pay interest
only until such date that the Project's Premises is approved
for occupancy by the Village of Winfield ("Village").
Following the Village's occupancy approval, DU-COMM
shall commence paying the County the total Loan amount
consisting of principal, plus all additional interest that may
accrue after occupancy approval. Payments shall be in
equal installments over the remaining term of the Loan.
The installment amount shall be based upon the Loan's any
remaining obligations and term. The Loan repayment
period shall not be greater than fifteen years and payments
to the County shall not be more frequent than monthly nor
less frequent than quarterly per County Fiscal Year unless
the County and DU-COMM agree differently in writing.
The County may pre-pay, or pay, the lender for any portion
of the Loan obligation in any manner the County deems to
be in its interest but such payments shall not reduce or
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relive DU-COMM of its obligation to repay the County a
sum equal to the total Loan obligation (principal plus
interest).. DU-COMM's annual payments are estimated to
total seven hundred two thousand dollars ($702,000.00),
which amount is dependent upon the actual Loan term,
interest rate and amount borrowed.
3.3.3 In the event that the County is unable to obtain a loan
meeting the conditions of Paragraph 3.3.1 before the
deadline identified in Paragraph 3.3 above and, further, the
Parties do not agree to differing loan terms or an extension
of said deadline, either Party may opt to cancel the Project
by giving notice to the other Party. The County and DU-
COMM shall equally bear the costs of the Design Architect
(as defined below) incurred up through the date of notice of
cancellation. Within thirty (30) days of such cancellation,
the County shall return to DU-COMM any Project funds,
deposited by DU-COMM with the County, remaining after
paying any Design Architect costs.
3.4 No later than upon approval of the Premises for occupancy by the
Village, the County and DU-COMM shall execute a Lease for the
Premises, which Lease shall be in substantially the same form as
Exhibit D attached and incorporated hereto.
3.4.1 Except as provided in Paragraph 3, 4, 2 below, DU-COMM
shall pay rent to the County in an amount equal to the
County's annual owning and operating expenses for the
Premises as set forth in the Lease. The County owns and
operating expense for the Premises shall include those
obligations and expenses that are more fully defined in
Paragraph 8 of the Lease Agreement (Exhibit D), and
which are further listed in Exhibit C of the Lease
Agreement. DU-COMM shall have the right to review all
information used by the County to formulate the owning
and operating expenses and DU-COMM'S share of those
expenses (but that the County's owning and operating
expense for the initial 25-year term of the Lease is not
subject to review). DU-COMM shall make rental payments
in four (4) equal, annual installments; the installments due
on December 1, March 1, June I and September I each
County Fiscal Year.
3.4.2 Rent shall commence accruing on the date on which the
Premises are approved for occupancy by the Village, but
there shall be a forbearance of DU-COMM's rental
payment obligations to the County during the term of the
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Loan. Rent accrued during the term of the Loan shall be
paid, in arrears, without interest, following the Loan's
retirement. Accrued unpaid rent shall be apportioned,
equally, among the remaining rental payments and paid as
an addition sum with such remaining rental payments.
3.5 During the twenty-fourth (24t') year of the initial Lease term, and
at the conclusion of each five-year renewal periods thereafter, the
County may reassess and set its owning and operating expenses for
the Premises for the initial year of the upcoming renewal term and
give notice thereof to DU-COMM prior to the automatic Lease
renewal deadline. For the first year of any renewal term, DU-
COMM shall pay the County, as its annual rental payment, an
amount equal to the County's then established owning and
operating expenses for the Premises. For each subsequent year
during each renewal period, the County may increase (or decrease)
DU-COMM's lease payment amount to match any increase (or
decrease) to the County's owning and operating expenses for the
Premises for the preceding year provided, however, that annual
lease payments shall not be increased by more than three percent
(3%) in each successive year. Determination of the percentage
amount of any increase (or decrease) shall be based on the
calculation by the County of the per square foot cost of the
County's Facility Maintenance budget apportioned to the Premises.
3.6 DU-COMM may prepay any and all amounts due and owing the
County including Loan principal and interest, owner and operating
expenses and any other costs that DU-COMM may be obligated to
pay. DU-COMM shall be entitled to the apportionment and
reduction of the Loan's subsequent interest charges based on the
date of any Loan prepayment. There shall be no penalty to DU-
COMM associated with the prepayment of any amount under the
terms of this Agreement.
3.7 The DU-COMM By Laws, Articles VI and VII provide that the
member agencies of DU-COMM are jointly and severally liable
for the debts of DU-COMM and that any member leaving DU-
COMM shall continue to be responsible for its portion of debts
incurred by DU-COMM during the term of its membership. DU-
COMM will provide at least thirty (30) day written notice to the
County prior to the consideration by the DU-COMM Board of
Directors should any amendment to the current DU-COMM By
Laws affecting DU-COMM members' liability for DU-COMM
debts be proposed during the term of the Lease Agreement. DU-
COMM acknowledges that the County is entering into this
Agreement in reliance upon those obligations created by DU-
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COMM's current By Laws. Accordingly, in the event the DU-
COMM Board of Directors amend the current DU-COMM By
Laws in any manner affecting DU-COMM members' liability for
DU-COMM debts, DU-COMM agrees to insure, for the County's
benefit,the remaining Loan balance(unpaid principal and interest),
and shall maintain such interest until the Loan has been repaid in
full. The County may agree to waive this provision at any time
during the term of this Agreement.
3.8 DU-COMM currently owns its present facility located at 600 Wall
Street, Glendale Heights, Illinois (Wall Street Property) and will
offer that facility as collateral to the County for the security of DU-
COMM'S obligation to repay the County. The use of the current
DU-COMM facility as collateral shall be subject to the following
conditions and restrictions: if, during the term of this Agreement,
DU-COMM shall sell the Wall Street Property, DU-COMM shall
pay seventy-five percent (75%) of the net sale proceeds to the
County and the County shall then pay such funds toward the then
outstanding balance of the Loan up to an amount not to exceed the
amount of the then outstanding Bank Loan balance. Furthermore,
upon the County securing the Loan, the County and DU-COMM
agree that the County may record a note, or other recorded
document establishing the County's interest, against title to the
Wall Street Property. The County's note shall be in substantially
the same form as the document attached hereto and incorporated
herein as Exhibit E, or as the County and DU-COMM might
otherwise agree in writing (and without formally amending Exhibit
E). Such County note shall have, or be given, priority over all then
existing encumbrances (recorded or unrecorded) affecting the Wall
Street Property's title. DU-COMM agrees that it shall not
encumber, collateralize, or hypothecate the Wall Street Property
by, or with, any other mortgage, note, lien, judgment or pledge
same as collateral for any form of indebtedness unless such
encumbrance is subordinate to, or subordinated to, any subsequent
County interest. The County may agree to waive this provision at
any time during the term of this Agreement. Should the County
waive this provision, the County shall release any note or recorded
document.
3.9 DU-COMM shall be responsible for bearing any cost overruns or
expenses associated with the remodeling o building and made at
the direction of DU-COMM, unless the County and DU-COMM
agree, in writing, to apportion such extra costs before such costs
are incurred. DU-COMM shall be solely responsible for bearing
any cost overruns or expenses in excess of the cost estimate listed
in Paragraph 3.1.2. The County shall be solely responsible for
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additional costs or cost overruns associated with site conditions,
environmental conditions of the site and any required utility
upgrades other than those shown in the Design plans. The County
and DU-COMM shall equally bear the expense of cost overruns
associated with soil conditions at the Project site.
3.10 The County shall hold all Project Funds in a segregated Project
account and shall only use said funds for such purposes as set forth
herein. The County shall provide DU-COMM and ETSB with
quarterly summaries reflecting any Project account activity. Any
interest accrued on Project Funds shall be used to repay the Bank
loan.
4. DU-COMM RIGHTS AND RESPONSIBILITIES
4.1 At DU-COMM's sole expense, and not as a Project expense, DU-
COMM may hire its own professional service providers to observe,
monitor, inspect, the Project work and worksite, attend Project
meetings with or on behalf of DU-COMM, to conduct reviews,
conduct testing, survey and take measurements of the Project work
and issue plan review comments. Said professional service
providers may, further, grant approvals, consents and
authorizations on behalf of DU-COMM as its agent, as DU-
COMM may delegate.
4.2 DU-COMM reserves the right to participate in the selection
process for all third-party professional service providers hired by
the County for Project-related work.
4.3 DU-COMM shall review all design, engineering, construction
plans, specifications and permit applications and participate in
construction oversight, material orders, change order decisions,
punch-list inspections, final payment approval and final Project
acceptance, but shall not be responsible for, nor have the authority
to control, the means, methods, techniques, or procedures with
respect to the construction of the Project, nor be responsible for the
safety of the persons performing work on County property. DU-
COMM and its representatives shall be entitled to attend all
Project-related meetings with the County-hired contractor, sub-
contractors, Design Architect, Construction Manager and other
professional service providers and vendors. DU-COMM shall be
provided copies of all contractor meeting minutes, notice to
proceed, insurance certificates, bonds, inspection reports, testing
results and analysis, change orders, field orders, record drawings,
surveys, payment requests, lien waivers and such other Project-
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related documents that DU-COMM may request and as they relate
to the Project.
4.4 Following the issuance of final regulatory approvals and
occupancy permits for the Premises, DU-COMM shall commence
its occupancy and use of the Premises pursuant to the terms and
conditions of the Lease (Exhibit D). DU-COMM shall further
make rent payments to the County in accordance with said Lease
and Section 3.4 above.
4.5 DU-COMM shall make all Loan payments as outlined in Section
3.3.2 above. Further, in addition to the above-described payments,
DU-COMM shall pay a one-time stormwater detention fee to the
County is the amount of forty thousand dollars. Said stormwater
detention fee shall be paid prior to December 31, 2018.
5.0 COUNTY RESPONSIBILITIES.
5.1 Under the terms of the MOU (Exhibit C), the County and DU-
COMM selected Wight to be the Design Architect. The County has
entered into a separate contract with the Design Architect, but may
pay for services related to the Project from Project funds.
5.1.1 The County, ETSB and DU-COMM shall have a kick-off
meeting with the Design Architect prior to the Design
Architect performing any work. The Parties shall,
thereafter, jointly meet with the Design Architect as
necessary or prudent as the Design Architect's work
progresses.
5.1.2 The County shall notify DU-COMM and the ETSB when
the County believes that the draft Final Project Plans are
completed sufficiently for the County to prepare bid
specifications. DU-COMM shall then have ten(10) days to
provide the Design Architect and County with either: a) its
review comments identifying all objections; or b) DU-
COMM's written approval of that plan set. In the event
DU-COMM raises objections, the Parties shall meet with
the Design Architect within five (5) days. When the
County believes that a revised draft Final Project Plans
sufficiently addresses DU-COMM's written objections, it
shall so notify DU-COMM. DU-COMM shall then have
five (5) days to either: a) issue its written approval of the
revised plan set; or b) issue additional comments
identifying all continuing objections, in which event the
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Parties shall meet again with the Design Architect within
five(5) days.
5.2 Concurrently with the DU-COMM's written acceptance of the
Final Project Plans pursuant to Paragraph 5.1.2 above, the County
shall be responsible for each of the following:
5.2.1 The County shall enter into a Construction Manager At-
Risk Guaranteed Maximum Price Contract ("G-Max
Contract") for the construction of the Project and various
County improvements.
5.2.2 The County shall prepare all specifications for public bids
based on the Final Project Plans. Prior to soliciting bids,
the County shall provide such specifications to DU-
COMM. DU-COMM shall have fourteen (14) days to
review and comment and, or, issue its written approval
thereof, regarding the proposed bid specifications. DU-
COMM's failure to provide timely comments or its
approval shall be deemed a waiver thereof.
5.2.3 Following DU-COMM'S review and approval of the bid
specifications, the County shall solicit, receive all bids, and
award all public bids for Project work. Bid award(s) shall
be in the County's discretion and in accordance with its
procurement regulations. The County, however, agrees to
include within its bid specifications reasonable bidder
disqualifications requested by DU-COMM.
5.2.4 The County, directly or through its Construction Manager
per the G-Max Contract, shall enter into contracts with all
contractors, vendors and suppliers selected to perform
Project work, and with any consultants selected to perform
construction management and other professional services
the County deems necessary or prudent for the Project,
upon consultation with the other Parties. In all Project-
related contracts the County shall identify DU-COMM and
ETSB as an intended beneficiary of the contracted work
and, further, shall require that all warranties, guaranties,
assurances, insurance, and bonds extend coverage to, and
may be enforced by DU-COMM and, or, the ETSB.
5.2.5 The County, directly or through its Construction Manager
per the G-Max Contract, shall secure all local, State, and
Federal permits necessary for completion of the Project.
The County shall make reasonably available for DU-
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COMM's and ETSB's review and copying, all permit
applications, permit submittals, inspection and testing
reports, permit review comments, rejections and approvals.
The County shall provide DU-COMM and the ETSB with
notice for all permit meetings and inspections.
5.2.6. The County shall construct, install and otherwise develop
the Project in accordance with: a) the approved Final
Project Plans; b) any terms or conditions of regulatory
permits and, or, approvals; and c) all approved change
orders. In the event of a conflict between any of the above
items, the terms and conditions of regulatory permits and,
or, approvals shall have first priority followed by approved
change orders. The County shall provide an adequate
mobilization area on County property for the Project's third
party contractors, sub-contractors, vendors, materialmen,
suppliers, and other service providers. DU-COMM and
ETSB, and their third-party consultants shall have
reasonable access to the Project worksite to undertake any
act contemplated by this Agreement.
5.2.7 The County directly or through its Construction Manager
per the G-Max Contract, shall be responsible for making
payments for all services and, or, materials related to this
Project.
5.2.8 All risks and conditions beyond the Construction Manager
At-Risk Guaranteed Maximum Price contract shall be
apportioned between the County and DU-COMM based on
the responsibility for the risk or condition and its
relationship to the Project as further specified in Paragraph
3.9.
5.2.9 Upon completion of the Project, but prior to Project close-
out, the County will provide DU-COMM and ETSB with a
set of final as-built surveys and record drawings in a digital
format acceptable to each of those Parties.
5.3 Following the issuance of final regulatory approvals and
occupancy permits for the Premises, the County shall permit DU-
COMM to commence occupancy and use of the Premises pursuant
to the terms and conditions of the Lease (Exhibit D. The Project,
and all fixtures and appurtenances thereto, shall be County
property except as provided in Section 3.1.2 of this Agreement.
6.0 ETSB RESPONSIBILITIES.
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6.1 The ETSB agrees to pay toward the Project cost the sum of four
million($4,000,000.00) dollars. The initial ETSB payment of three
million, two hundred thousand dollars ($3,200,000) shall be made
to the County upon execution of this Agreement by all Parties. The
balance of the ETSB payment, eight hundred thousand dollars
($800,000), shall be made no later than December 31, 2017. Funds
paid by the ETSB shall be held by the County in the Project
account and such funds may only be used for such purposes as set
forth herein.
6.2 Following the issuance of final regulatory approvals and
occupancy permits for the Premises, the County shall permit ETSB
to commence occupancy and use of the Premises pursuant to the
terms and conditions of the agreement between those parties.
6.3 The ETSB shall occupy 1475 square feet of dedicated space in the
Project and shall use that space as the offices of the ETSB. Use of
the space by the ETSB shall be subject to an agreement with the
Parties. The space occupied by the ETSB shall not be subject to the
terms of the Lease between the County and DU-COMM (Exhibit
D).
6.4 The ETSB and DU-COMM shall share a conference room, storage
and technical space, the kitchen and restrooms under such
conditions as may be agreed by the ETSB and DU-COMM.
7.0 INSURANCE and INDEMNIFICATION.
7.1 Insurance Requirements: All insurance deductibles are
required to be borne by DU-COMM for the DU-COMM's
requirements and by the County for the County's requirements. At
all times during the Term of this Agreement, DU-COMM and
ETSB, at their own expense, shall maintain, with insurance
companies which are admitted to do business in the State of
Illinois and which are rated by A.M. Best, "A-" or better, and
which are acceptable to the County, the following insurance
coverages:
A. Commercial General Liability Insurance
Written on an Occurrence basis, insuring against claims for bodily
and personal injury, death and property damage occurring in
connection with the use and occupancy of the Premises by DU-
COMM or ETSB and shall name the County as additional
insureds. The coverage afforded the additional insureds under DU-
COMM'S or ETSB policy shall be primary and non- contributing
coverage maintained by the additional insured. Commercial
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General Liability Insurance shall afford a limit of at least
$2,000,000 for each occurrence an at least $5,000,000 General
Aggregate. Defense costs shall be provided and shall be in addition
to the limits required. DU-COMM and ETSB waive and will
require its general liability insurer by endorsement to waive their
rights of subrogation against the County, and others as required
from time to time.
B. Workers Compensation Insurance
Workers Compensation insurance shall meet or exceed the
statutory requirements set by the State of Illinois and shall include
Employer's Liability Insurance. The Employer's Liability
Insurance shall afford a limit of not less than$500,000.
Waiver of Subrogation—Workers Compensation
DU-COMM and ETSB waive and will require its workers
compensation insurer to waive their rights of subrogation against
the County, and others as required from time to time.
C. Property Insurance
Insurance against all risks of physical loss for the full value of all
personal property and leasehold improvements of DU-COMM or
ETSB within or outside the Premises and covering at least twelve
(12) months of loss of income, continuing expenses, and extra
expenses.
D. DU-COMM and ETSB shall deliver to the County prior to
occupancy and when requested thereafter, evidence of this
insurance with endorsements acceptable to the County and shall
provide Notice to the County prior to cancellation or material
change of any insurance required in this Lease.
Indemnity: Each Party to this Agreement agrees to
indemnify,hold harmless and defend the other Party or Parties, and
their officials, officers, employees, and agents from and against all
liability, claims, suits demands, proceedings and actions, including
costs, fees and expense of defense, arising from, growing out of, or
related to, any loss damage, injury, death, or loss or damage to
property resulting from, or directly connected with a Party's
negligent or willful misconduct, errors or omissions, or the
negligent or willful misconduct, errors or omissions of the Party's
vendors, in its or their use or occupancy of the Premises, the Tower
and entry upon County property.
Nothing contained herein shall be construed as prohibiting
the Parties, and their officials, director, officers, agents, and
employees, from defending through the selection and use of their
own agents, attorneys and experts, and claims, suits, demands,
proceedings and actions brought against them. Pursuant to Illinois
law, the attorney representing the County, under this Section 18,
must be the States Attorney. A Party's participation in its defense
14
shall not remove or relieve the other Party's duty to indemnify,
defend and hold harmless the other Party, as set forth above.
Any indemnity provided in this Section 7.0 shall not be
limited by reason of the enumeration of any insurance coverage
required by this Agreement. Each Party's indemnification of the
other Party shall survive the termination, or expiration, of this
Agreement.
7.2 No Party waives by these indemnity requirements, any defenses or
protections under the Local Government and Governmental
Employees Tort Liability Act (745 ILCS 10/1, et seq.) and the
Emergency Telephone System Act(50 ILCS 750/1 et seq.).
8.0 MISCELLANEOUS TERMS.
8.1 This Agreement shall be approved by formal enactment by the
Parties' respective legislative boards and executed for and on
behalf of the County, the ETSB and DU-COMM by their chief
executive officers.
8.2 This Agreement shall become effective upon the date executed for
and on behalf of the County, the ETSB and DU-COMM by their
chief executive officers. This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be
deemed to be an original and all of which shall constitute the same
instrument.
8.3 This Agreement may be amended or modified only by written
instrument duly approved and signed by the parties to the
Agreement.
8.4 The laws of the State of Illinois, as to both interpretation and
performance, shall govern this Agreement. The forum for
resolving any disputes concerning the parties' respective
performance, or failure to perform, under this Agreement, shall be
the Circuit Court for DuPage County.
8.5 All contracts for construction of the Project shall be subject to the
Illinois Prevailing Wage Act, 820 ILCS 130/0.01 et seq.
8.6 This Project shall be subject to the terms of the Illinois Public
Works Change Order Act, 50 ILCS 525/1 et seq.
15
8.7 This Agreement represents the entire agreement between the
County, the ETSB and DU-COMM with respect to the Project and
supersedes all prior negotiations, representations or agreements
either written or oral, except to the extent any such prior
agreements have been incorporated herein by reference or
attachment.
8.8 In the event any provision of this Agreement shall be held to be
unenforceable or void, such provision shall be deleted and all other
provisions shall remain in full force and effect to the fullest extent
allowed by law and equity. The Parties agree to use their best good
faith efforts to remedy any invalid provision of this Agreement.
8.9 Whenever this Agreement requires one Party (First Party) to grant
its consent or approval of any matter to the other Party, or Parties,
(Second Party), the First Party shall not unreasonably delay, deny
or condition the requested consent or approval.
8.10 No Party may assign or transfer any right or obligation under this
Agreement without the express written consent of the other Parties.
8.11 Failure of any Party to comply with the terms of this Agreement,
including the performance of all duties required by the Agreement
shall be considered a breach of the Agreement. Any Party shall
have the option of curing the breach within thirty (30) days of
being notified of the breach by performing the duty or duties
required of that Party by this Agreement. The failure of any Party
to enforce any provision of this Agreement or a breach of those
terms shall not be considered a waiver of this Agreement or its
terms.
8.12 No Party shall be liable for its non-performance or delayed
performance if caused by a Force Majeure. Any Party that
becomes aware of a Force Majeure that will significantly delay
performance will notify the other Parties promptly after it
discovers the Force Majeure. If a Force Majeure occurs, the Parties
shall negotiate in good faith to extend the performance time to a
time that is reasonable in light of the circumstances.
9.0 NOTICES REQUIRED UNDER THIS AGREEMENT.
9.1 All notices required to be given under the terms of this Agreement
shall be in writing and either (a) served personally during regular
business hours; (b) served by facsimile transmission during regular
business hours; or (c) served by certified or registered mail, return
receipt requested, properly addressed as designated below, with
16
postage prepaid. Notices served personally or by facsimile
transmission shall be effective upon receipt, and notices served by
mail shall be effective upon receipt as verified by the United States
Postal Service. Each party may designate a new location for
services or notices by serving notice thereof in accordance with the
requirements of this Paragraph.
DUPAGE COUNTY DU-COMM
ATTN: Head of Facilities Mgmt. ATTN: Executive Director
421 N. County Farm Road 600 N. Wall Street
Wheaton, Illinois 60187 Glendale Heights, IL. 60139
DUPAGE COUNTY EMERGENCY TELEPHONE SYSTEM
BOARD
ATTN: 9-1-1 Coordinator
420 N. County Farm Road
Winfield, Illinois 6018
IN WITNESS, WHEREOF, the parties have entered into this Intergovernmental
Agreement this day of 92017.
BY:
Dan Cronin, Chairman
DuPage County Board
ATTEST:
Paul Hinds, County Clerk
BY:
Gary Grasso, Chairman
Emergency Telephone System Board of DuPage County
BY:
David Brummel, Chairman
DuPage Public Safety Communications
ATTEST:
Joseph Broda, Secretary
DuPage Public Safety Communications
17
DU-COMM-NEW-13,441 SF WORK RELEASE EXHIBIT A
DU-COMM.RENOVATION-16,148 SF
f/ ETSB-1,476 SF
SHARED LUNCHROOM,TOILETS&
CONFERENCE ROOM-2,389 SF
t — DPC SPACE
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TDU-COMM ��
I � RENOVATIONS — —
o it ETSE1
NEW CONSTRUCTION ° m
` OEMC
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• PAARKINNORE
RIUN G
' O e (15 SPACES)
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a
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a
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16,U6,U O
SECURE PARKING
(196 SPACES)
k
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4a N
EXHIBIT B
Final Project Plans
Incorporated by Reference
DU-COMM DuPage County - DuPage ETSB Facility IGA - Exhibit 'C
I
it
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING is entered into by and between
I
DU-COMM, a unit of intergovernmental cooperation,and DuPage County (the County),
a unit of county government on the 231 day of August,2016 (hereinafter identified as
Party or Parties)for the purposes of memorializing the understandings between DU-
COMM and the County relative to the procurement of architectural services for space
design for the premises located at 420 County Farm Road,Winfield, Illinois.
WHEREAS,DU-COMM and the County have entered into negotiations for a
long-term lease and Intergovernmental Agreement by DU-COMM from the County of
County property located at 420 County Farm Road,Winfield,Illinois (the PROPERTY);
and
WHEREAS,the use of that PROPERTY by DU-COMM will require significant
remodeling and addition to the PROPERTY (the"project"); and
. WHEREAS,DU-'COMM and the County agree that it is in both parties' best
interests to commence the remodeling and addition necessary for DU-COMM to occupy
the PROPERTY in the most timely manner possible;and
WHEREAS,both DU-COMM and the County agree that architectural and design
services can be contracted for prior to the execution of a lease for the PROPERTY; and
WHEREAS,both DU-COMM and the County have expressed an intent that
architectural and design services be performed prior to the Parties' execution of a formal
lease and Intergovernmental Agreement.
NOW THEREFORE,THE INTENT OF THE PARTIES IS EXPRESSED
AS FOLLOWS:
1. DU-COMM and the County have selected an architect firm to perform the design
and engineering work necessary for DU-COMM to lease the PROPERTY.
2. After the County executes a contract with the architect firm selected by the
Parties,DU-COMM will pay to the County the sum of Four Hundred Thousand
Dollars ($400,000.00)as an advance to the County for the design and engineering
fees necessary for the remodeling and addition to the PROPERTY.
3. Upon receipt of the Four Hundred Thousand Dollars($400,000.00),the County
shall deposit that amount in a separate account and shall only draw upon those
funds for payment of invoices associated with the design and engineering fees
necessary for the remodeling and addition to the PROPERTY.
4, DU-COMM and the County agree that the terms of the contract with the architect
selected to perform the design and engineering work for the PROPERTY will
DUCOMM/General I Letter of Intent DuPage County/205696
DU-COMM-DuPage County-DuPage ETSB Facility IGA-Exhibit C
DU-COMM - DuPage County - DuPage ETSB Facility IGA - Exhibit C
contain a provision limiting the architect to$400,000.00 in fees for the fust phase
of its work,that the architect's billings for said first phase will not exceed
$400,000.00 without the express written authorization of DU-COMM and the
County, and that the architect shall not perform any work involving any
subsequent phase without the express written authorization of DU-COMM and
the County.The first phase of the architect's work shall specifically include the
design and engineering work necessary to prepare a final project cost estimate.
S. DU-COMM and the County have mutually selected and negotiated the architect's
contract required for the project. DU-COMM will be notified and have input into
all amendments to the architect's contract during the course of the entire project.
DU-COMM will not unreasonably withhold consent to any contract or
amendment.DU-COMM shall be furnished copies of all architects billing and
invoices prior to any payment by the County.
6. The parties anticipate that the project's contractor may be directed to perform
work involving County campus improvements that are not integral components of
the proposed project. The parties agree that they will identify and delineate which
expenses are related to project components, and which are not, and further
determine how to allocate those expenses between the parties.
7. DU-COMM shall have the ability to select an Owner's Representative to act on
its behalf and that Owner's Representative shall represent DU-COMM in all
decisions connected with the design of the project. The DU-COMM Owner's
Representative shall be informed of all meetings concerning the project's design
and shall be allowed to attend and take part in those meetings.
8. If the County determines, at any time,to abandon the remodeling and addition to
the PROPERTY,the County shall reimburse DU-COMM the full four hundred
thousand dollars($400,000.00)previously paid by DU-COMM.The County also
represents that the PROPERTY is buildable using conventional,construction
practices. Should it be determined that it is not, then DU-COMM shall be
reimbursed for the full amount of its advance payment.of architect fees.
9. If DU-COMM determines, at any time, to abandon the remodeling and addition to
the PROPERTY,DU-COMM shall recover only the amount of the four hundred
thousand dollars ($400,000.00) which remains after all incurred design and
engineering expenses have been paid by the County.
10. If either DU-COMM or the County abandon the project because of the architect's
final project cost estimate exceeds the project's initial feasibility cost estimate of
fourteen million one hundred thirty-six thousand four hundred twelve dollars
($14,136,412.00),both parties agree that the County shall return to DU-COMM
two hundred thousand dollars ($200,000.00).
DUCOMM/General/Letter of Intent DuPage County/205696
DU-COMM-DuPage County-DuPage ETSB Facility IGA-Exhibit C
DU-COMM - DuPage County - DuPage ETSB Facility IGA - Exhibit C
11. Should any dispute arise as to the interpretation or application of the provisions of
the MEMORANDUM OF AGREEMENT,DU-COMM and the County agree to
jointly retain the services of a third party neutral arbitrator to decide any such
dispute.DU-COMM and the County agree to follow the recommendation of the
third party neutral arbitrator in the event of any such dispute.
12.This MEMORANDUM OF AGREEMENT shall be in full force and effect from
the date of its signing up to and including the date of the signing of any lease
agreement between DU-COMM and the County.The provisions of this
MEMORANDUM OF AGREEMENT shall merge with and be considered part of
the lease and Intergovernmental Agreement entered into by the parties.
COUNTY OF T77AYE DU-QQW
D rel J.Cronin,Chairman David Brummel
DuPage County Board DU-COMM Chair4n
ATTEST: ATTEST:
Paul Hinds, County Clerk Name:
Title: ', c�
I
i
r
DUCOMM/General/Letter of Intent DuPage County/205696
DU-COMM-DuPage County-DuPage ETSB Facility IGA-Exhibit C
''t8 ur��t��`tey�2r, �k9
p uPage ETSB Facility IGA - Exhibit xecittive teirector
.0t$1W600 Wall Street
g Glendale Heilits,IL 60139
DuPage Public Safety (630)260-7500 Main
°A
Communications (630)924-9290 Fax
`dryQ 8atery G°'"F wimi ducomm.org
December 14, 2016
Chairman Dan Cronin
DuPage County Board
421 County Farr Road
Wheaton, IL 60187
RE: Authorization of Additional Design Funding
i
Dear Chairman Cronin,
As you know, DU-COMM and DuPage County entered into a Memorandum of Understanding
(MOU) on August 23, 2016 to begin the design of the new DU-COMM Communications Facility
on the County property located at 420 County Farm Road. The MOU included DU-COMM's
financial support of$400,000 for the initial design and established the terms and understandings
of both the County and DU-COMM prior to signing a formal Intergovernmental Agreement and
lease.
The project is currently at fifty percent (50%) of detailed design stage and the cost estimates have
been better defined for both the County and DU-COMM. The DU-COMM Board of Directors
continue to support this project and understand the next step is to finish the architectural design.
The DU-COMM Board of Directors voted to authorize an additional $771,762 to reimburse
DuPage County for its original design contract with Wight & Co. for the project.
DU-COMM would ask that this additional authorization of funds extend the terms of the August
23, 2016 MOU until such time that the final IGA and lease are approved by the DuPage County
and DU-COMM Boards.
DU-COMM will assume this is agreeable to both parties unless the County otherwise objects to
this letter by January 9, 2017.
Sincerely,
DaWrumelMaChairman DU-COMM Board of Directors
cc: ETSB Chairman Gary Grasso
ETSB Director Linda Zerwin
DuPage County Public Works Director Nick Kottmeyer
•Addison FPD•Bartlett FPD•Badlel PD•Bloomingdale FPD,Burr Ridge PD•Carol Stream FPD•Carol Slroarn PO•Clarendon Hills FD•Clarendon Hills PD•Darien PD
•Darien-Woodridge FPD•Elmhurst FO•Elmhurst PD•Glen Ellyn FC•Glen Ellyn PD•Gicnsidc FPD•Hanover Park FD•Hanover Park PD•Hinsdale FD•Hinsdale PD•Itasca FPD•lisle PD
•tisk—Woodridge FPD•Lombard FO•Lombard PD•Oak Brook FD•Oak Bmok PD•Oakbrook Terrace FFD•Oakbrook Terrace PD•Roselle FD•Roselle PD-Villa Park FD•Villa Park FD-
•Alarrenville FPD•War,envi0a PD•West Chicago FPD•West Chicago PD•Wheaton FO,Wheeton PD•Willowbrook PD•Win(eld FPD•WinBald PD•Wood Dale FPO•Woodridge PO•York Center FPO
DU-COMM-DuPage County-DuPage ETSB Facility IGA-Exhibit C
LEASE EXHIBIT D
1. Parties: The parties to this Lease are:
A. DuPage Public Safety Communications (DU-COMM) hereinafter referred to as Lessee.
B. The County of DuPage hereinafter referred to as Lessor.
2. Address of Parties:
A. Lessee's address:
DU-COMM
600 Wall Street
Glendale Heights, IL 60139
(630) 260-7500
B. Lessor's address:
County of DuPage
421 N. County Farm Road
Wheaton, IL 60187
3. Description of Premises:
A. Lessor leases to Lessee the Premises (hereinafter "Premises") located at 420 N.
County Farm Road, in the Village of Winfield, in the County of Du Page, in the State
of Illinois (as shown on, and more fully described in a diagram attached to this Lease
Agreement as Lease Exhibit A and also attached to the Intergovernmental Agreement
as Exhibit A), and.
B. The total square feet of the Premises is 35,661 square feet. Lessee shall lease 35,661
square feet under the terms of this Lease. Lessee shall not be responsible for the
portion of the Premises allocated for use by the DuPage County Emergency
Telephone System Board (ETSB) (1,476 square feet).
C. Lessor also agrees to lease to Lessee the radio tower property and the associated
building and equipment located at 122 N. County Farm Road, Wheaton, Illinois
(collectively the "Tower"), under the same terms and conditions of this Lease. The
radio tower property specifications and legal description and a diagram of its location
are attached to this Lease as Lease Exhibit B. The term of the lease of the Tower
shall run concurrently with the lease term for the Premises. Lessee's lease and use of
the Tower shall be subject to Lessor's continued placement, use and maintenance of
Lessor's property currently located thereon.
D. Lessor shall also furnish Lessee with preferential use of the secured parking area
located on the Premises.
4. Term:
A. The initial term of the Lease will be twenty-five (25) years, commencing on the date
the Premises have been fully approved for occupancy by the Village of Winfield.
B. Following the initial term, the Lease shall automatically renew for successive five (5)
year terms. Either Party may terminate the automatic renewal option by giving the
other Party notice of its intent to terminate the Lease at least one (1) year prior to
the expiration of the then current renewal term.
C. Prior to the Commencement Date the Lessee will have examined the Premises,
Revised 7/10 AOIC Lease Agreement for Office Space Page 1 of 9
including the parking requirements incidental thereto. Lessee's approval and
acceptance of the Project work (Premise renovations, build-out and construction)
pursuant to the Intergovernmental Agreement to which this Lease is attached shall be
deemed Lessee's approval of the conditions of the Premises on the Commencement
Date.
S. Rental:
A. Payments are to be sent to:
County of Du Page
421 N. County Farm Road
Wheaton, IL 60187
Rental for periods less than one full month shall be prorated on a daily basis.
B. Lessee shall pay rent according to the rent schedule attached and made a part of this
Lease as Lease Exhibit C and the terms of the Intergovernmental Agreement.
Payments shall be made by DU-COMM not more frequently than monthly[H.AII.
C. Lessee may prepay rent at any time. The amounts of any prepayment shall be first
applied towards the rental payments due during the then current Lease year.
Additional amounts from any pre-payment may then be applied towards rental
payments due during the following Lease year. There shall be no penalty to Lessee
associated with the prepayment of any amount under this Lease. [H..A2]
6. Use of Demised Premises: The Premises and Tower shall be used for the provision of
public safety communications and the operation of a public safety answering point.
7. Improvements: The Parties agree that the Lessor shall maintain all improvements
associated with the Premises and Tower during the initial term of this Lease, and any
subsequent renewals, except for fixtures and equipment furnished by the Lessee which
fixtures and equipment shall be maintained by the Lessee.
B. Tower Terms and Conditions:[JK3]
A. Grant of Rights with Respect to the Tower.
The Lessee, their employees, agents, invitees, or their suppliers of material or furnishers of
service, or their equipment, vehicles, machinery, and other property shall have
unrestricted, but reasonable, access, without charge, in and to the Tower. Additionally,
Lessee shall grant access to the Tower to any authorized agent of the Lessor as necessary
for maintenance of the Lessor's property located thereon. Lessee currently owns and
operates on the Tower an antenna tower and equipment building, and covenants to
maintain same as they currently exist. Lessee shall pay for costs, expenses and liabilities
arising out of or in any way connected with the maintenance of the Tower and equipment
building and shall keep such areas free and clear of all liens and claims for lien. All
structures and equipment erected, modified or repaired by Lessee shall conform to all
applicable laws and ordinances.
Revised 7/10 AOIC Lease Agreement for Office Space Page 2 of 9
B. Use of Tower
Lessee covenants and agrees to use the Tower solely for the operation of an antenna
tower and equipment building for the dissemination of radio messages having a public
safety purpose, including the testing of new public safety technologies. Additionally, the
Lessor agrees to permit Lessee to sublease transmitter/receiver locations on the antenna
tower and space within the equipment building to such persons and entities for authorized
public purposes only and under such terms as Lessee deems appropriate, subject however,
to prior approval by Lessor, which approval shall not be unreasonably withheld. Lessee
agrees that it shall not sublease or permit occupancy of the Tower and equipment building
without Lessor's prior written approval. Lessee further agrees that it shall not sublease to a
person or entity whose use of the Tower or equipment building will interfere with Lessor's
use of its property, or use, if any of the Tower and that all subtenants will comply with the
provisions of Paragraphs A and B of this Lease and that no subtenant will be permitted to
erect any signs or commercial advertising materials on the Tower property. The Lessor
covenants and agrees that Lessee may peaceably and quietly enjoy the Tower and
equipment building subject to the terms and conditions of this Lease. Lessee further
agrees that if any additional equipment is installed by them, or its subtenant, at the Tower,
this equipment shall not cause interference or disruption to communications systems
currently operated by Lessor on the Tower or adjacent communication towers. In the
event of interference or disruption, the Lessee or the subtenant immediately cease the
interfering or disrupting operation, and remove or relocate equipment as necessary to
restore the Lessor's use.
C. Maintenance by Lessee
The Lessee has examined the Tower and equipment building prior to its execution of this
Lease and is satisfied with the physical condition of the Tower and equipment building and
all appurtenances and equipment thereon, and the taking of possession shall be
conclusively deemed evidence of the Lessee's approval. Lessee shall at its own expense
keep the Tower and equipment building in a safe, sanitary, and slightly condition and in
good repair, and shall return the Tower and equipment building to the Lessor upon the
termination of this Lease, in good condition and repair, ordinary wear and tear, loss by fire
or other casualty excepted.
9. Care and Maintenance: Lessee accepts the Premises and Tower as presently
constituted except for noncompliance by Lessor with all applicable building, fire, and life
safety codes and latent defects, and further subject to the completion of any
improvements required to be made by Lessor as stated elsewhere in this Lease.
Lessor shall, in a manner consistent with the Lessor's practices with the remainder of the
Building and its property, provide and pay all costs related to the following:
A. Power as required to supply heating, cooling and ventilation to the Premises. Lessee
shall pay Lessor directly to Commonwealth Edison monthly for the charges associated
with the supply of power to the portion of the Premises leased to DU-COMM[JK4]
B. Utilities as required by Lessee for all normal office fixtures and equipment. Lessee
shall pay Lessor monthly for the charges associated with the supply of utilities to the
Revised 7/10 AOIC Lease Agreement for Office Space Page 3 of 9
Premises.[HA51
C. Existing fixtures for heating, cooling, water, electricity, generator, and all
maintenance and repairs of those systems.
D. Maintenance of the existing ventilating system to maintain air exchange levels in
conformance with all applicable codes.
E. Existing lighting and all necessary repair or replacement expenses related to such
lighting.
F. Lawn mowing, landscape service and scavenger service to keep Premises clean,
healthful and sightly.
G. Comprehensive exterminating service.
H. Service and maintenance of fire extinguishers.
I. Snow and ice removal from sidewalk, outdoor use areas and parking area[JK61.
J. Install computer and telecommunications wiring as required by Lessee for all normal
office fixtures and equipment.
K. All general maintenance and repairs not caused by Lessee's negligence; including the
availability of maintenance personnel twenty-four (24) hours per day, seven (7) days
per week for emergency repairs.
L. Security access to the DuPage County campus.
M. DuPage County campus meeting and storage space use consistent with Lessor's
Space Use Policy.
N. All signage necessary to Lessee's use of the Premises.
10. Holdover: If, after the expiration or termination of the Lease, Lessee may retain
possession of the Leased Premises with the Lessor's consent, in which event the Lease
shall continue in full force and effect on the same terms and conditions except the Lease
shall be on a month-to-month basis until terminated, but in no case, may the Lease
continue on a month-to-month or other holdover basis for a total of more than 6 months.
Rent shall be paid monthly basis, prorated daily for partial months, at the rate paid during
the last expired lease term.
11. Accessibility: Lessor and Lessee acknowledge that the Leased Premises are in
compliance with the pertinent handicapped accessibility laws where applicable.
12. Prevailing Wage: All improvement work on the Leased Premises completed on behalf of
or for the use of the Lessor or Lessee shall be performed at not less than the prevailing
hourly wage rate as determined by the Illinois Department of Labor in the Prevailing Wage
Act. Lessor and Lessee are responsible for obtaining any periodic revisions to the wage
rates from the Department of Labor for their respective work. See 820 ILCS 130/0.01 et
seq.
13. Quiet Enjoyment: Lessor and/or parties signing on behalf of Lessor covenant and certify
that they have full right and power to execute and perform this Lease and to commit to all
described covenants. Lessee will have full use of the Premises free from harassment,
disturbance by Lessor or any person or entity. Lessee shall have the right to establish
policies controlling security and access to the Premises. Agents and employees of Lessor
Revised 7/10 AOIC Lease Agreement for Office Space Page 4 of 9
may have access to the Premises with advance notice to the Lessee.
14. Occupancy and Surrender: Lessee will be entitled to occupancy on the date of
commencement of the term. If, due to any fault of Lessor, occupancy is delayed, Lessee
will not be liable for rent until Lessee has taken occupancy, and rental will be prorated
from date of occupancy. If occupancy is not given within fifteen (15) days of the
commencement of the Lease term for reasons other than the delay by causes beyond the
reasonable control of Lessor (inability to acquire adequate financing shall not be
considered sufficient cause for delay), then Lessee at its own option may terminate this
Lease.
Upon termination or expiration of the Lease, Lessee will return the Premises in the same
condition as existed on the first day of the term, except for reasonable wear and tear;
repairs and replacements; loss by fire, casualty and other causes beyond Lessee's control;
improvements permitted or required. No property of Lessee may be retained by Lessor for
any reason. Lessee may remove all its owned or paid-for equipment, fixtures and
improvements.
15. Assignment: Neither Lessor nor Lessee shall assign this Lease without the written
consent of the other party. Lessee shall not sublet the Premises or any portion thereof
without the written consent of the Lessor.
16. Condemnation: If, during the term of this Lease or any renewal, the whole or part of
the Premises is condemned so as to make the Premises unusable or undesirable, Lessee
may terminate the Lease by giving at least thirty (30) days written notice.
17. Untenantability: If the Premises become untenantable because of casualty or Lessor's
act or neglect, Lessee may declare the Lease terminated and may vacate if the problem is
not cured by Lessor within a reasonable time. Lessee may choose to remain in possession
after terminating the Lease, paying at the monthly rate, until suitable substitute premises
are available.
18. Insurance:
Insurance Requirements — Lessor/Lessee
All insurance deductibles are required to be borne by Lessee for the Lessee's requirements
and by the Lessor for the Lessor's requirements. At all times during the Term of this Lease,
Lessee, at its own expense, shall maintain, with insurance companies which are admitted
to do business in the State of Illinois and which are rated by A.M. Best, "A or better, and
which are acceptable to the Lessor, the following insurance coverages:
A. Commercial General Liability Insurance:
Written on an Occurrence basis, insuring against claims for bodily and personal injury,
death and property damage occurring in connection with the use and occupancy of
the Premises by Lessee and shall name Lessor as additional insureds. The coverage
afforded the additional insureds under Lessee's policy shall be primary and non-
contributing coverage maintained by the additional insured. Commercial General
Revised 7/10 AOIC Lease Agreement for Office Space Page 5 of 9
Liability Insurance shall afford a limit of at least $2,000,000 for each occurrence an at
least $5,000,000 General Aggregate. Defense costs shall be provided and shall be in
addition to the limits required.
Waiver of Subrogation-General Liability Insurance
Lessee waives and will require its general liability insurer by endorsement to waive
their rights of subrogation against Lessor, and others as required from time to time.
B. Workers Compensation Insurance
Workers Compensation insurance shall meet or exceed the statutory requirements set
by the State of Illinois and shall include Employer's Liability Insurance. The
Employer's Liability Insurance shall afford a limit of not less than $500,000.
Waiver of Subrogation — Workers Compensation
Lessee waives and will require its workers compensation insurer to waive their rights
of subrogation against Lessor, and others as required from time to time.
C. Property Insurance
Insurance against all risks of physical loss for the full value of all personal property
and leasehold improvements of Lessee within or outside the Premises and covering at
least twelve (12) months of loss of income, continuing expenses and extra expenses.
D. Lessee shall deliver to Lessor prior to occupancy and when requested thereafter,
evidence of this insurance with endorsements acceptable to Lessor and shall provide
Notice to Lessor prior to cancellation or material change of any insurance required in
this Lease.
19. Indemnity: Each Party to this Lease agrees to indemnify, hold harmless and defend the
other Party, and its officials, officers, employees, an agents from and against all liability,
claims, suits demands, proceedings and actions, including costs, fees and expense of
defense, arising from, growing out of, or related to, any loss damage, injury, death, or loss
or damage to property resulting from, or directly connected with a Party's negligent or
willful misconduct, errors or omissions, or the negligent or willful misconduct, errors or
omissions of the Parry's vendors, in its or their use or occupancy of the Premises, the
Tower and entry upon County property.
Nothing contained herein shall be construed as prohibiting the Parties, and their officials,
director, officers, agents, and employees, from defending through the selection and use of
their own agents, attorneys and experts, and claims, suits, demands, proceedings and
actions brought against them. Pursuant to Illinois law, the attorney representing the
Lessor, under this Section 19, must be the States Attorney. A Party's participation in its
defense shall not remove or relieve the other Party's duty to indemnify, defend and hold
harmless the other Party, as set forth above.
Any indemnity provided in this Section 19 shall not be limited by reason of the
enumeration of any insurance coverage required by this Lease. Each Party's
indemnification of the other Party shall survive the termination, or expiration, of this Lease.
Neither Party waives by these indemnity requirements, any defenses or protections under
the Local Government and Governmental Employees Tort Liability Act (745 ILCS 10/1, et
seq.) and the Emergency Telephone System Act (50 ILCS 750/1 et, seq.).
Revised 7/10 AOIC Lease Agreement for Office Space Page 6 of 9
20. Breach: Failure of Lessor or Lessee to comply with this lease, including but not limited to
the failure to complete improvements in accordance with specifications or failure to make
or complete in a reasonable time necessary repairs is a breach of this Lease. Each party
shall have the option of curing the breach within thirty (30) days of receiving notice of the
alleged breach by having the work done and deducting, or adding, actual costs plus a
reasonable administrative fee from rental payments, or rent, or terminating the Lease.
[1IA7]
21. Covenants Binding: All covenants and representations made in this Lease are
dependent, and will be binding upon, apply to, and be for the benefit of any successor in
interest to the parties. No provision of this Lease may be modified or additional
requirements established without the express written approval of the Parties to this Lease
Agreement.
22. Examination of Records: Lessor agrees to allow Lessee to examine all records
pertaining to this Lease, to verify compliance with this Lease and costs associated with the
Lease. Lessor shall maintain, for a minimum of 5 years after the completion of the Lease,
adequate books, records, and supporting documents.
23. Signature: Representatives of the Parties execute this document in their official capacity
only and not as individuals.
24. Notices: Notices to Lessor shall be sent to the addresses identified in Paragraph 2. B of
this Lease. Notices to Lessee shall be sent to the tenant's address indicated in Paragraph
2. A of this Lease. Either Party may designate new or additional addresses for providing
notice without formal amendment of this Lease, by giving the other Party ten (10) day
written notice thereof.
25. Laws of Illinois: This Lease is governed by the laws of the State of Illinois and will be
interpreted in accordance with Illinois law. The venue for resolving any disputes
concerning the Parties' respective performance, or failure to perform, under this Lease
shall be the Eighteenth Judicial Circuit in DuPage County, Illinois.
26. Non-discrimination: Lessor and Lessee and their employees agree not to commit
unlawful discrimination and agree to comply with applicable provisions of the Illinois
Human Rights Act, the U.S. Civil Rights Act and section 504 of the Federal Rehabilitation
Act, the Americans with Disabilities Act, the Illinois Environmental Barriers Act, and rules
applicable to each.
27. Authority to Execute: Parties signing this Lease on behalf of Lessor certify that they
have authority to execute this Lease and to commit to all described covenants.
28. Ownership: Lessor covenants and warrants that record title to the Premises is
held by Lessor.
Revised 7/10 AOIC Lease Agreement for Office Space Page 7 of 9
29. Entire Agreement: This Lease, including its addenda and exhibits, and the
Intergovernmental Agreement to which it is attached contain the entire agreement of the
Parties with respect to the matters covered by this Lease, and no other agreement,
statement, or promise made by any Party, or to any employee, officer, or agent of any
Party, which is not contained in this Lease or Intergovernmental Agreement shall be
binding or valid.
30. Severability: If any provision of this agreement should be found illegal, invalid or void, it
shall be considered severable. The remaining provisions shall not be impaired and the
agreement shall be interpreted as far as possible to give effect to the Parties' intent.
31. Modifications: Any modification, change or amendment after the execution of this Lease
may be made only by an instrument in writing executed and signed by the Parties.
32. Waiver: The failure of any party to enforce any provision of this Lease shall not
constitute a waiver by such party of any provision. The past waiver of a provision by
either party shall not constitute a course of conduct or a waiver in the future with respect
to the same provision.
33. Examination of Instrument: Submission of this instrument for examination does not
constitute a reservation of or option for the Premises. The instrument does not become
effective as a Lease or otherwise until executed by both Lessor and Lessee.
34. Time is of the Essence: Time is of the essence of this lease, and of each and every
covenant, term, condition and provision hereof.
35. Disclosure: The following exhibit(s) are made a part of this lease:
X Blueprint or diagram (Lease Exhibit A)
X Tower diagram and site description (Lease Exhibit B)
X Rent and Fee Schedule (Lease Exhibit C)[HA8]
36. Legal Status Disclosure by Lessor: I certify that the name, taxpayer identification
number, and legal status listed below are correct.
Lessor Name: County of DuPage, Illinois
Taxpayer Identification Number
EIN:
IN WITNESS, WHEREOF, the parties have executed this Lease agreement on the date indicated
Revised 7/10 AOIC Lease Agreement for Office Space Page 8 of 9
below.
LESSEE: LESSOR:
DuPage Public Safety Communications County of DuPage, Illinois
Signature Signature
Type or Print Name Type or Print Name
Title Title
Date Date
Revised 7/10 AOIC Lease Agreement for Office Space Page 9 of 9
DU-COMM-NEW-13,441 SF WORK RELEASE EXHIBIT A
\\\I DU-COMM-RENOVATION-16,148 SF
ETSB-1,476 SF
SHARED LUNCHROOM,TOILETS&
CONFERENCE ROOM-2,389 SF
— DPC SPACE '
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DU-COMM Lease- Exhibit B
W'F—
eaton Tower —_
x ' The COUNTY hereby demises and leases to Lessee the following
described premises located in the City of Wheaton, Township of Milton,
...............-�- r' County of DuPage, and the State of Illinois, to-wit:
That part of the West half of Section 18,Township 39 North, Range 10, East
*� of the Third Principal Meridian, described by commencing at the point of
intersection of the wrest line of said section with the north line of the 1st
Addition to Wheaton Park Manor subdivision, recorded on May 15, 1925 as
i document number 192981, thence running along said west line of Section 18
along an assumed bearing of N 00 degrees 35 minutes 01 seconds E a
f_F +{ a + distance of 333.88 feet; thence running along a line N 90 degrees 00
minutes 00 seconds E a distance of 558.43 feet to the point of beginning,
t� thence N 00 degrees 00 minutes 00 seconds E a distance of 70.97 feet,
thence S 77 degrees 21 minutes 45 seconds E a distance of 50.15 feet;
thence S 00 degrees 00 minutes 00 seconds E a distance of 60.00 feet;
thence N 90 degrees 00 minutes 00 seconds W a distance of 48.94 feet to
the point of beginning, in DuPage County, Illinois, along with an easement for
ingress and egress on roads or conduits existing on granters premises.
50.15'
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DuPage County DuPage Maps Portal. N
Information Technology Department http'://dupage.maps.arcgis com/home
GIS Division
421 N County Farm Rd. DuPage County,Illinois Web Site.
Wheaton,IL 60187 vAvw.dupageco.org
Ph#(630)407-5000
Email:gis�dupageeo.org This map istorassessmentpurposesonly. CopynghtDuPage2016
Calculation of Owning&Operating Expense Charges EXHIBIT C
Owner&Operating Administrative
Year of Lease * Total Rent Payment
Expenses Expenses
1 $ 128,506 $ 50,000 $ 178,506
2 $ 130,434 $ 50,000 $ 180,434
3 $ 132,390 $ 50,000 $ 182,390
4 $ 134,376 $ 50,000 $ 184,376
5 $ 136,392 $ 50,000 $ 186,392
6 $ 138,437 $ 50,000 $ 188,437
7 $ 140,514 $ 50,000 $ 190,514
8 $ 142,622 $ 50,000 $ 192,622
9 $ 144,761 $ 50,000 $ 194,761
10 $ 146,932 $ 50,000 $ 196,932
11 $ 149,136 $ 50,000 $ 199,136
12 $ 151,374 $ 50,000 $ 201,374
13 $ 153,644 $ 50,000 $ 203,644
14 $ 155,949 $ 50,000 $ 205,949
15 $ 158,288 $ 50,000 $ 208,288
16 $ 160,662 $ 50,000 $ 210,662
17 $ 163,072 $ 50,000 $ 213,072
18 $ 165,518 $ 50,000 $ 215,518
19 $ 168,001 $ 50,000 $ 218,001
20 $ 170,521 $ 50,000 $ 220,521
21 $ 173,079 $ 50,000 $ 223,079
22 $ 175,675 $ 50,000 $ 225,675
23 $ 178,310 $ 50,000 $ 228,310
24 $ 180,985 $ 50,000 $ 230,985
25 $ 183,700 $ 50,000 $ 233,700
Sub-Totals $ 3,863,279 $ 1,250,000.00 $ 5,113,279
Equalized Costs
Over Final 10 $ 386,328 $ 125,000 $ 511,328
Years
Total Yearly Costs-Owning&Operating Expense Charges
(2034 thru 2044) $ 511,328
*-Notes Regarding Expense Calculations
1)Square Footage Calculations
DuComm Space Only-29,589 sq.ft.
ETSB Space Only-1,276 sq.ft.
Shared Space-2,389 sq.ft. (95.25%allocated to DuComm and 4.75%allocated to ETSB)
Total DuComm Space-31,865 sq.ft. Total ETSB Space-1,589 sq.ft.
DuComm Allocation of Expenses-95.25%of Owning&Operating Expenses
2)Calculation of Year 1 Owning&Operating Expenses
2015 Calculated Expenses(based upon actual expenditure/budget values)-$127,114
Incorporation of 1.5%Inflation Per Year: 2019=$134,914
2019 Starting Value(DuComm Only):95.25%of 134,914=$128,506
3)DuComm responsible for payment/reimbursement for utility charges attributable with their lease area.
EXHIBIT C
RENT AND FEE SCHEDULE
During the Interest only portion of the Lease (estimated at a duration of 1 year), the
annual rate of $340,000.00, or such lesser amount as may be determined based on the
applicable interest rate at the time the Lessor secures the loan or financing for the
construction project which shall represent the payment by Lessee of the interest only on
the construction loan obtained by the Lessor and the fee in lieu of detention. The fee in
lieu of detention shall be $40,000.00.
During the payment of the Loan, both principal and interest (estimated at a duration of
14 years), the annual rate of $702,000.00 which represents the payment of the
principal and interest on the loan obtained by the Lessor for the construction and
renovation associated with the Premises. The interest rate shall be no greater than 4 %
during the term of any loan secured by the Lessor for the construction on the leased
premises.
After the repayment of the Loan, the Lessee's contribution to the owning and operating
will commence for the remainder of the lease term (estimated at a duration of 10 years),
the annual rate of $511,328.00 which represents the Lessee's contribution to the
owning and operating expenses of the Premises.
During any renewal term of this Lease, Lessee shall pay the amount of the owning and
operating expense increased by 2% on an annual basis. Determination of the percentage
increase shall be based on the calculation by Lessor of the per square foot cost of the
Lessor's Facility Maintenance budget apportioned to the Leased Premises. The term
"owning and operating expenses" shall be defined as the Lessor's obligation to care for
and maintain the building as set out in Paragraph 8 of this Lease.
SECURITY AGREEMENT Exhibit E
On this day of ,
2018, DuPage Public Safety Communications
("DU-COMM"), a unit of intergovernmental
cooperation, for valuable consideration, receipt
of which is acknowledged, grants to the County
of DuPage ("COUNTY"), an Illinois county, a
body politic and corporate, a security interest in
the following real property of DU-COMM, (the
"Collateral"):
[Insert legal description of Du-Comm Parcel.]
Common Property Address: 600 Wall Street,Glendale Heights, IL 60139
Permanent Parcel Number: [To be inserted.]
The security interest in the above-described real property is intended to secure payment of an obligation
of DU-COMM, as Debtor, to the County of DuPage, as the Secured Party; to wit, the indebtedness
established by way of, and by virtue of, an Intergovernmental Agreement Regarding the Construction,
Maintenance and Lease of a Public Communications Facility, dated February 14, 2017, (the
"Obligations"). Specifically, it is DU-COMM's obligation to pay, compensate and make the COUNTY
whole, in the total amount equal to the sum of the principal and accrued interest of a loan from
, in the amount of which instrument is
dated ,201_("Loan")
1. Warranties and Covenants of Debtor. DU-COMM warrants and covenants with the COUNTY
that:
(a) No other creditor has a security interest in the Collateral.
(b) Debtor is the fee title owner of the Collateral, and that said Collateral is free from any
adverse lien or encumbrance except this lien (and any others that may be described in this Security
Agreement).
(c) Debtor will defend the Collateral against all claims of other persons.
(d) Debtor will immediately notify the Secured Party in writing of any change in name or
address.
(e) Debtor will do all such things as Secured Party at any time or from time to time may
reasonably request to establish and maintain a perfected security interest in the Collateral.
(f) Debtor will pay the cost of filing this Security Agreement in the Office of the DuPage
County Recorder of Deeds where recording is deemed by Secured Party to be necessary or desirable. A
photographic or other reproduction of this Security Agreement is sufficient as a financing statement.
(g) Debtor will not transfer or encumber the Collateral without the prior written consent of
the Secured Party.
(h) Debtor will keep the Collateral insured against risk of loss or damage upon such terms
as Secured Party may reasonably require.
(i) Debtor will keep the Collateral free from any adverse lien and in good repair, will not
waste or destroy the Collateral, and will not use the Collateral in violation of any law, ordinance or
policy of insurance. Secured Party may examine and inspect the Collateral at any reasonable time.
0) Debtor will pay promptly when due all taxes and assessments upon the Collateral or for
its use or operation or upon this Agreement or upon any note evidencing the Obligations.
2. Additional Rights. Secured Party may discharge liens placed on the Collateral, may
place and pay for insurance on the Collateral upon failure by the Debtor to do so, and may pay for the
maintenance, repair, and preservation of the Collateral. To the extent permitted by applicable law,
Debtor agrees to reimburse Secured Party on demand for any payment under this authorization, and any
such amounts not promptly paid by Debtor shall be deemed part of the aforementioned indebtedness
owed the Secured Party.
3. Events of Default. Debtor shall be in default under this Agreement upon the occurrence
of any of the following events or conditions: (a) the failure to perform any of the Obligations or this
Agreement; (b) the loss,theft, substantial damage,destruction,transfer or encumbrance of the Collateral;
(c) the making of any levy, seizure or attachment upon the Collateral; or (d) the filing by Debtor or by
any third party against Debtor of any petition under any Federal bankruptcy statute,the appointment of a
receiver of any part of the real property of Debtor, or any assignment by Debtor for the benefit of
creditors.
4. Remedies. UPON DEFAULT AND AT ANY TIME THEREAFTER, SECURED
PARTY MAY HAVE THE REMEDIES OF A SECURED PARTY UNDER THE LAWS OF THE
STATE OF ILLINOIS.
COUNTY OF DUPAGE: DUPAGE PUBLIC SAFETY
COMMUNICATIONS(DU-COMM):
By: By:
Daniel Cronin,Chairman David Brummel,Chairman
DuPage County Board DuPage Public Safety Communications
Attest
By: By:
Paul Hinds Joseph Broda, Secretary
County Clerk DuPage Public Safety Communications
SECURITY AGREEMENT www.selegal.org PAGE 2