===== PDF PAGE 19 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO PUBLIC AFFAIRS COMMITTEE AGENDA ITEM SUMMARY ITEM TITLE: Resolution No. 21-R-0037 AGENDA ITEM NUMBER: __ 9°. A Resolution approving an Intergovernmental Agreement with the Village of Tower Lakes Regarding the Donation of Electronic FILE NUMBER: Equipment. COMMITTEE AGENDA DATE: May 24, 2021 COUNCIL AGENDA DATE: June 7, 2021 STAFF REVIEW: Christopher Shackelford, Interim Chief of Police | SIGNATURE APPROVED BY CITY ADMINISTRATOR: Michael Guttman SIGNATURE | ITEM SUMMARY: In June 2020 the City replaced existing Panasonic brand in-car camera systems with AXON brand systems in 17 police cars. The switch to AXON was driven by a number of factors, including a desire to employ camera equipment with the most up-to- date technological features as well as capture the benefits of having all officer-generated audio/video files created, managed and stored using the same platform (as all officers were equipped with AXON brand body worn cameras beginning in March 2019). The Panasonic camera systems removed from the police cars are owned by the City; however, Police Department staff have no use for any of the components and the equipment is currently in storage. Meanwhile, the Village of Tower Lakes equips their police cars with Panasonic brand in-car cameras. Staff with the Village of Tower Lakes is aware we have the Panasonic camera systems on hand and has requested a donation of four (4) of these Panasonic systems for installation and use in police cars utilized by the Tower Lakes Police Department. The Village Board of Tower Lakes has approved the attached Intergovernmental Agreement relative to the donation and transfer of this equipment. ACTIONS PROPOSED: Staff recommends approval of Resolution No. 21-R-0037. COMMITTEE RECOMMENDATION: ===== PDF PAGE 20 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 21-R-0037 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A CERTAIN INTERGOVERNMENTAL AGREEMENT WITH THE VILLAGE BOARD OF TOWER LAKES, ILLINOIS BE IT RESOLVED by the City Council of the City of West Chicago, in regular session assembled, that the Mayor is hereby authorized to execute a certain Intergovernmental Agreement between The Village Board of Tower Lakes and the City of West Chicago, a copy of which is attached hereto and incorporated herein as Exhibit “A”. APPROVED this 7" day of June 2021. AYES: NAYES: ABSTAIN: ABSENT: Mayor Ruben Pineda ATTEST: City Clerk Nancy M. Smith ===== PDF PAGE 21 ===== [Extraction: OCR (rendered-page OCR)] INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WEST CHICAGO AND THE VILLAGE OF TOWER LAKES (Relative to the Donation and Transfer by the City of West Chicago of Certain Panasonic Squad Car Cameras to the Village of Tower Lakes) THIS INTERGOVERNMENTAL AGREEMENT is entered into on this day of , 2021, by and between the CITY OF WEST CHICAGO (the “City”), and the VILLAGE OF TOWER LAKES, Lake County, Illinois (the “Village”) pursuant to the authority of the Illinois Constitution and Illinois statutes. The City and the Village are sometimes hereinafter individually referred to as a “party” and/or jointly referred to as the “parties”: WITNESSETH: WHEREAS, Article VII, Section 10 of the Illinois Constitution of 1970 and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., authorize and encourage units of local government to enter into intergovernmental agreements with one another; and WHEREAS, the City of West Chicago (the “City”) is authorized by Illinois statutes (among others, 65 ILCS 11-76-4) to sell or otherwise dispose of, by various means, personal property which has been determined by a majority of the Corporate Authorities of the City to no longer be necessary or useful to the City; and WHEREAS, in the opinion of at least a simple majority of the Corporate Authorities of the City, it is no longer necessary, useful, or in the best interest of the City to retain ownership of four (4) Panasonic Squad Car Cameras now owned by the City (the “Subject Personal Property”); and WHEREAS, the Subject Personal Property as described above has no significant monetary value and is no longer warrantied by the manufacturer; and WHEREAS, the City wishes to donate to the Village and the Village wishes to accept the donation of and transfer to the Village of the Subject Personal Property for installation in the squad cars of the Tower Lakes Police Department; and WHEREAS, in consideration of the foregoing, both the City and the Village have determined that it is in the best interests of the City and its residents to divest itself of and donate to the Village the Subject Personal Property and that it is in the best interests of the Village and its residents to accept the donation by the City of the Subject Personal Property for use by the Tower Lakes Police Department, and in that regard, both the City and the Village have by appropriate action of their respective Corporate Authorities, authorized the execution and delivery of this Agreement: (03/15/21) ===== PDF PAGE 22 ===== [Extraction: OCR (rendered-page OCR)] NOW THEREFORE, in consideration of the foregoing recitals, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Village agree as follows: 1, Recitals: The parties hereto find that the recitals to this Agreement are true and correct and that each of the foregoing recitals is hereby incorporated herein by reference as their respective findings of fact the same as if each had been set forth in its entirety in the body of this Agreement. Cooperation: The parties hereto agree to and shall mutually cooperate in good faith in the implementation of this Agreement and the successful completion of the contemplated related transfer of the Subject Personal Property to the Village. Waiver, Release, and Hold Harmless: The Village of Tower Lakes, in consideration for the donation of the Subject Personal Property to the Village by the City of West Chicago, does hereby agree to and does hereby waive and release from any liability and agrees to hold the City and its respective officers, employees, and agents harmless from any and all claims of any kind whatsoever arising on or after this date from the use and/or possession of the Subject Personal Property donated to the Village by the City. Entire Agreement: This Agreement and the Bill of Sale and Waiver, Release and Disclaimer attached hereto as Exhibit 1 and thereby made a part hereof constitute the entire agreement between the parties in this matter. The Village agrees to and shall deliver to the City an executed copy of this Agreement and said Bill of Sale and Waiver, Release and Disclaimer prior to the Village’s receipt of the Subject Personal Property, and the City agrees to and shall tender to the Village an executed copy of this Agreement, together with the Subject Personal Property and an executed copy of said Bill of Sale and Waiver, Release and Disclaimer. Miscellaneous. A. Time shall be of the essence in this Agreement. B. Paragraph titles are descriptive only and do not define or in any other way limit the contents of each paragraph. Words of the masculine gender shall be read to include the feminine and neuter genders, and the singular shall include the plural. C. If any provision of this Agreement shall be declared invalid for any reason, such invalidation shall not affect any other provision of this Agreement which can be given effect without the invalid provision and to that extent, the provisions of this Agreement are severable. D. This Agreement shall be governed, interpreted, and construed in accordance with the applicable laws of the State of Illinois. Both the City and the Village and their respective counsel have fully participated in the drafting of this entire Agreement and all of the provisions hereof, and neither party shall be considered the drafter of this Agreement or any particular provision thereof for the purposes of the interpretation hereof. Any reference to laws, ordinances, rules, or regulations of any kind shall 2 (03/1521) ===== PDF PAGE 23 ===== [Extraction: OCR (rendered-page OCR)] include such laws, ordinances, rules, or regulations of any kind as they may be amended or modified from time to time hereafter. Each party represents to the other that such party has full authority to execute this Agreement and fulfill the terms, conditions, provisions, and obligations herein provided. This Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties. In the event either party should breach this Agreement, either prior to or subsequent to closing, the other party may pursue any and all remedies provided at law or in equity. Only the respective parties to this Agreement, the Village and the City, and no third party, shall have the right to enforce this Agreement. Nothing contained in this Agreement shall be construed to make the City and the Village partners or joint venturers or to render either of said parties liable for the debts or obligations of the other, except as expressly provided in this Agreement. The Village and the City shall each be responsible for their own legal expenses incurred with respect to the preparation and review of this Agreement. Any alteration, change or modification of this Agreement, in order to become effective, shall be made by written instrument or endorsed on this Agreement and, in each such instance, executed on behalf of each party to this Agreement as aforesaid. This Agreement may be executed in one or more identical counterparts, which when affixed together, will constitute the entire Agreement. Every notice, demand or consent or other document or instrument required or desired to be given to the parties to this Agreement shall be in writing and shall be deemed to have been given if given via email, or delivered by overnight courier (with evidence of receipt) or mailed by certified United States mail, postage prepaid, return receipt requested, or by facsimile transmission with proof of transmission sent by U.S. mail within twenty-four (24) hours of such transmission addressed as to the respective parties at the addresses stated below: If to the City: City of West Chicago Attention: City Administrator 475 Main Street West Chicago, IL 60185 If to the Village of Tower Lakes: _ Village of Tower Lakes Attention: Chief of Police 400 N. Route 59 Tower Lakes, IL 60010 Any party may change the place or person for the giving of notices upon it by giving not less than ten (10) days prior written notice informing the other party of the change in the address or persons to which notices shall be sent. A notice given by mail shall 3 (03/15/21) ===== PDF PAGE 24 ===== [Extraction: OCR (rendered-page OCR)] be deemed given three (3) business days following the day on which such notice is deposited in the United States mail as aforesaid. IN WITNESS WHEREOF, the parties hereto, pursuant to the authority of their respective Corporate Authorities, have caused this Agreement to be executed, attested, and delivered by its duly authorized officers as of the day and date mentioned above. CITY OF WEST CHICAGO VILLAGE OF TOWER LAKES By: By: Dar hag Mayor David Parro, Village President Attest: Attest: WrAtig eX itded Dutenoor Village Clerk Christine Hayes-Burgéon, Village Cletk ) Dated: , 2021 Dated: , 2021 4 (03/15/21) ===== PDF PAGE 25 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT 1 BILL OF SALE AND WAIVER, RELEASE, AND DISCLAIMER (RE: Four (4) Panasonic Squad Car Cameras The City of West Chicago (the “City”), in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby donate, gift, convey, release, assign, transfer, quit claim, and set over to the Village of Tower Lakes (the “Village”) any right, title, and interest which the City may have in the Subject Personal Property, and the Subject Personal Property is being transferred by the City to the Village in “AS IS-WHERE IS, DISCLAIMING AND EXCLUDING ANY WARRANTIES” .as to the condition thereof. The City also hereby disclaims any and all representations as to the safety and condition of the Subject Personal Property. The Village of Tower Lakes, in consideration for the donation of the Subject Personal Property to the Village by the City, does hereby agree to and does hereby waive and release from any liability and agrees to hold the City and its respective officers, employees, and agents harmless from any and all claims of any kind whatsoever arising on or after this date from and/or as a result of the donation and transfer to the Village and/or the condition of or the use by the Village of the Subject Personal Property. TRANSFEROR: TRANSFEREE: CITY OF WEST CHICAGO VILLAGE OF TOWER LAKES > Da . i. By: By: > ant nat [Print Name] David Parro, Village President Its and Authorized Agent Its W.. Agent Attest: Attest: WALiwe Bux 7 an Its Village Clerk Its Village Clerk ACCEPTANCE BY TRANSFEREE: The undersigned, on behalf of and as the authorized agent of the Village of Tower Lakes, as Transferee, hereby accepts the Subject Personal Property, i.e., four (4) Panasonic Squad Car Cameras, in “AS IS-WHERE IS, DISCLAIMING AND EXCLUDING ANY WARRANTIES” condition this day of , 2021. C ‘ f? Dee f Ve be David Parro, Village President (03/15/21)