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R-10-04VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS RESOLUTION NO. R -10 -04 A RESOLUTION AUTHORIZING AN EMERGENCY ALARM SYSTEM AGREEMENT WITH ADT SECURITY SERVICES AND THE DEERFIELD - BANNOCKBURN FIRE PROTECTION DISTRICT WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois and the Illinois Intergovernmental Cooperation Act (5 ILCS 220/1, et seq.) authorize units of local government to contract or otherwise associate among themselves to obtain or share services and to jointly exercise, combine or transfer any power or function in any manner not prohibited by law or by ordinance; and, WHEREAS, the Village of Deerfield and the Deerfield - Bannockburn Fire Protection District ( "District ") have determined that it is in the best interests of their residents to contract with ADT Security Services, Inc. ( "ADT ") for the installation and operation of an alarm monitoring and receiving system including, but not limited to, burglary, hold -up and fire notification systems; and, WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that the public health, safety and welfare of the Village of Deerfield will be served by entering into the Emergency Alarm System Agreement attached hereto; NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: SECTION 1: That the President of the Village of Deerfield is hereby authorized and directed to execute the Municipality - District - ADT Emergency Alarm System Agreement attached hereto and made a part hereof for and on behalf of the Village of Deerfield. SECTION 2: That the Village Manager and the Chief of Police are hereby authorized and directed to take any and all further actions necessary or appropriate to implement and execute said Emergency Alarm System Agreement. SECTION 3: That this Resolution, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether this Resolution should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of this Resolution should be inconsistent with any non - preemptive state law, this Resolution shall supersede state law in that regard within its jurisdiction. SECTION 4: That this Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED this 16th day of February , 2010. AYES: Jester, Oppenheim, Seiden, Struthers (4) NAYS: None (0) ABSENT: Benton, Farkas (2) ABSTAIN: None (0) APPROVED this 16th day of February , 2010. ATTEST: Villa e Clerk -2- Village Presi ent MUNICIPALITY — DISTRICT — ADT EMERGENCY ALARM SYSTEM AGREEMENT The Village of Deerfield, 850 Waukegan Road, Deerfield IL 60015 (hereinafter known as the "Municipality ") and the Deerfield- Bannockburn Fire Protection District, 500 Waukegan Road, Deerfield IL 60015 (hereinafter known as the "District ") and ADT Security Services, Inc., a Delaware corporation registered and operating, pursuant to the laws of the State of Illinois (hereinafter known as "ADT ", which are collectively referred to as the "Parties "), agree as follows: RECITALS WHEREAS, Municipality and District recognize and acknowledge the public safety need and benefit of advanced emergency alarms systems, including but not limited to burglary, hold -up and fire notification systems; and WHEREAS, ADT is a recognized reputable commercial provider of such emergency alarm systems; and WHEREAS, Municipality, District and ADT mutually acknowledge and agree on the benefit of use of such emergency alarm systems as a practical, simple and effective manner to enhance public safety for Municipality and District residents and business. AGREEMENT NOW THEREFORE, in recognition of the covenants, conditions and terms contained herein, the sufficiency of which is hereby acknowledged, Municipality, District and ADT agree as follows. 1. The Municipality hereby grants to ADT, the exclusive right to install, maintain, replace, and service, at ADT's cost, for a period of five years beginning on , 20, ( "Effective Date "), an alarm monitoring and receiving system (the "System ") in the Municipality's Public Safety Department communications center (the "Communications Center ") or other site as designated, to be operated and monitored by the Municipality or their designee. The Municipality and ADT do hereby agree and acknowledge that the privileges, rights, duties and obligations granted to ADT under this Agreement shall be held personally in trust by ADT and shall not be transferred without the prior consent of the Municipality. 2. ' . The Municipality and ADT acknowledge that there is now installed in the Communications Center equipment owned by ADT required for the System to operate (the "Equipment ") -to enable the Municipality to provide monitoring services to residents of the Municipality's and District's service area, including businesses operating in the Municipality and District, who are now monitored at the Communication Center (hereinafter called "a Customer" or "Customers "). ADT shall install, maintain, replace, and service the Equipment as required for the Municipality to monitor existing Customers and any new Customers who in the future desire to be monitored at the Communications Center, provided that such.. existing and new Customers meet reasonable application criteria and either enter into a direct agreement with ADT or enter into an agreement with another alarm company that has entered into a direct agreement with ADT. ADT will provide sufficient additional Equipment to monitor all existing Customers and as the need arises, any future Customers. ADT upon reasonable request of Municipality shall, at ADT's cost, relocate the Equipment, and shall DEERFIELD- BANNOCK FPD / General / Agreement with ADT Security /27469 use all commercially reasonable efforts to do so in a manner and at a time intended to minimize any disruption or disturbance of the operations of the Communications Center. ADT will install a wireless. receiving system and provide all necessary equipment at the Communication Center, and such wireless receiving system shall be considered part of the System, which System shall have. the capability to forward ( "Remote ") alarm signals to another designated monitoring center, if required by the Municipality and /or District, in the future. 3. ADT will perform ordinary course maintenance on the System between 8:00 am and 4:30 pm, Monday through Friday and, on request of the Municipality or District, as applicable, will perform emergency service on a 24 -hour basis, with all attendant cable and labor, all at no expense to Municipality or District. If the System shall cease to be operable, ADT shall immediately, after notification by the Municipality or District as applicable, endeavor to make any repairs necessary for the System to be fully operable and shall replace System Equipment as necessary. 4. The Municipality and District understands that ADT will charge other alarm companies an initial connection fee of $150 for each of their customers to be monitored by the Municipality using the Equipment provided hereunder. The monthly monitoring fee charged by ADT to any Municipality end -user Customers shall be $28.00 per position for dedicated telephone line and digital signals. The monthly monitoring fee charged by ADT to Municipality end -user Customers per position for radio transmitted signals shall be $32,00. The monthly monitoring fee charged by ADT to District Customers for fire alarm response shall be $32.00. These fees are exclusive of any fees of the Municipality and /or District, including the fee set forth in Paragraph 5, which may be passed to the Customers by ADT. ADT shall not charge the Municipality or District a connection or other fee for enabling the Municipality and /or District to monitor its own facilities through the System. ADT will install up to 20 radio transceivers at Municipality or District currently owned facilities at no installation charge; no monitoring fee, however, a monthly radio usage charge of $36.00 per radio will apply. ADT may increase the monthly monitoring fees charged end -user Customers as provided by this Section 4 effective as of any yearly anniversary of the Effective Date specified in Section 1 of this Agreement. Unless otherwise agreed in writing by the Municipality and /or District, as applicable, the percentage increases in the monthly ..monitoring fees shall be no more than the percentage of increase in the wholesale.Consumer Price Index for the Chicago Metropolitan Area as published for.the U.S. Department of Commerce not to exceed 3% per year since the Effective Date specified in Section 1, or the effective date of the last increase in the monitoring fees, whichever date is later. 5. In addition to any other fees, ADT shall collect from each Municipality Customer and District Customer a service charge of $18 per month, for each site that is provided monitoring services through the System. ADT shall account for and remit 50% of this service charge to the, Municipality and 50 %.to the District, as applicable, such service charges collected within sixty (60) days after the end of each calendar quarter. 6. ADT's exclusive right to provide monitoring hereunder shall extend to all burglar, hold -up alarms, and fire alarms monitored by or through the Communications Center and other types of alarm monitoring requested by the Municipality and/or District, for a period of five years from the Effective Date specified in Section 1 of this Agreement. 7. ADT will continue to provide positions on the System for use of the Municipality and District, in a sufficient number to allow the supervision of existing Municipality and District connections and shall provide a reasonable'number of additional positions to the Municipality DEERFIELD - BANNOCK FPD / General / Agreement with ADT Security /27469 2 and District, as the need arises. ADT shall provide on a Time - and - Material basis, as mutually agreed in writing by ADT and Municipality and District, service and maintenance on alarm systems in buildings and other facilities and structures owned or occupied by the Municipality and /or District at the request of the Municipality and /or District. 8. The Municipality and District acknowledge that the Equipment is owned by ADT, and in the event this Agreement expires or is terminated for any reason, ADT shall have the right to remove the Equipment upon a sixty (60) day written notice to the Municipality. Upon expiration of the sixty (60) day notice period, or upon ADT's receipt of notice from the Municipality to remove the Equipment, ADT shall have thirty (30) days in which to remove the Equipment. In the event ADT fails to remove the Equipment within this thirty (30) day period, the Municipality shall have the right to remove and store the Equipment at ADT's risk, cost and expense. 9. Prior to sixty (60) days before the end of this Agreement, either party may cancel this Agreement by giving the other party written notice of cancellation by nationally recognized overnight express mail or certified mail, return receipt requested. In the event that neither party gives the other party such notice of cancellation, then this Agreement shall be extended for successive one -year periods, provided that either party may terminate this Agreement at the end of any such one -year extension period by giving the other party notice of cancellation not less than sixty- (60) days before the expiration of the one -year period. If at any point this Agreement is terminated or expires, every commercially reasonable effort will be made by ADT so that there is no interruption of service to the Customers connected to the System at the time of termination of expiration. 10. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of all parties. 11. Municipality and /or District, as applicable, shall, upon request, furnish to ADT an opinion of legal counsel for the Municipality that this Agreement was properly authorized and is binding on the Municipality. 12. ADT agrees to defend, indemnify and .hold harmless the Municipality and District, and its directors, officers, employees, agents, and contractors harmless from and against any and all claims, demands, losses, penalties, fines, fees, charges, assessments, liabilities, damages, judgments, orders, decrees, actions, administrative or other proceedings, fines, prosecutions, costs and expenses (including court costs, reasonable attorneys' fees, and expert witness fees), to the extent directly or. indirectly resulting from, or to the extent alleged to have resulted from: (i) any violation or breach of this Agreement by ADT, or (ii) ADT's negligence or willful misconduct, 13. To the extent permitted by law, it is understood and agreed that the Municipality and /or District shall have no liability to any third party as a result of the failure of the System to operate as intended. However, the Municipality or District, as appropriate, shall notify ADT of any system failures that it is or becomes aware of. ADT agrees that it shall use commercially reasonable efforts to include in all contracts for services provided through the System, a provision which states that the customer agrees that the Municipality and District shall have the benefit of any exculpatory'or limitation of liability provisions contained in ADT's customer contract. ADT hereby assumes and shall bear the entire risk of loss and damage to any Equipment whether or not insured against, once such equipment is placed or installed in the Communication Center, without any recourse against the Municipality and /or District, DEERFIELD- BANNOCK FPD / General / Agreement with ADT Security /27469 3 their officers, employees and agents whatsoever. It is understood and agreed that the Municipality and District shall have no obligation to insure any part of the System or other property owned by ADT located on premises owned or controlled by the Municipality against loss or damage. 14. It is understood and agreed that the Municipality, and District where appropriate and applicable, shall endeavor to monitor the, System, provided however, that the Municipality and District shall incur no liability of any kind to ADT, in the event it fails to monitor the System. ADT shall endeavor to include a provision in its agreement with its customers that the Municipality and District shall have the benefit of any exculpatory or limitation of liability provisions contained in ADT's customer contract. 15. ADT shall maintain, at its own expense, throughout the term of this Agreement, and any - renewal hereof, general comprehensive liability insurance. $2,000,000 general aggregate $1,000,000 product aggregate ADT shall provide proof of such insurance at any time during this Agreement, when requested by the Municipality and /or District. 16. In the event of any action at law or suit in equity in relation to this Agreement, the prevailing party shall be entitled to recovery of court costs and a reasonable sum for its attorney's fees. 17. This Agreement does not confer any duties or benefits and any rights on any entities other than ADT, the Municipality, and the District. 18. This Agreement incorporates the entire agreement and understanding between the parties and there are no oral agreements, understandings, or representations between the parties which are not reduced'to writing herein, including attachments.. This Agreement may not be changed, modified or discharged, except in writing executed by all parties hereto. 19. ADT assumes no responsibility or liability for interruptions of service, or any resulting consequences, whether due to strike, riot, flood, fire, act of God, or any other cause beyond our control. During any such service interruption ADT shall have no obligation to supply Municipality and /or District substitute services. Municipality and /or District shall not be liable to ADT for any costs, expenses, .damages or liability incurred by or levied upon ADT for any such act or events as described in this paragraph. Further, notwithstanding anything in this Agreement to the contrary; in no event shall any party, its affiliates, officers, directors, employees, agents or assigns be liable for any consequential, incidental, punitive, special, exemplary 'or, other indirect damages, including, but not limited to, loss of business, profits, use, data, or other economic advantage, whether such claim is Choate or inchoate, whether by statute, in tort, at common law, by strict liability, or in contract, incurred by any other party, including such party's customers, vendors or beneficiaries, even if any party has been advised of the possibility of such damages. 20. This Agreement supersedes agreement dated August 9, 1994 and shall become effective as of the , 20_, provided that the term of the Agreement shall not start until the date specified in Section 1. DEERFIELD - BANNOCK FPD / General / Agreement with ADT Security /27469 4 21. This Agreement shall be governed by and interpreted according to the laws of the State of Illinois. Jurisdiction to resolve disputes, if any, along with all legal and equitable remedies there available, is agreed to lie with the Circuit Court for the Nineteenth Judicial Circuit, Lake County, Illinois, 22. The Letter of understanding will be added to this agreement as exhibit A. IN WITNESS WHEREOF, the following officers, duly authorized and appointed to act on behalf of the Municipality, District and ADT, have voluntarily entered into this Agreement on the date noted beneath their signature, affixed hereto. Municipality District Village of Deerfield Deerfield- Bannockburn Fire Protection District Lake County, Illinois Lake County, Illinois By: By: Signature Signature Printed Name Title: Date: 20_ ADT ADT SECURITY SERVICES, INC. By: Signature Printed Name Title: Date: , 20_, Printed Name Title: Date: , 20—. DEERFIELD- BANNOCK FPD / General /Agreement with ADT Security !27469 5