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Resolution 2015-13 Resolution No. 2015- a A RESOLUTION OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, APPROVING AN INTERGOVERNMENTAL AGREEMENT(2015)BETWEEN THE COUNTY OF KENDALL,ON BEHALF OF THE SHERIFF'S OFFICE,& THE UNITED CITY OF YORKVILLE,ON BEHALF OF THE YORKVILLE POLICE DEPARTMENT,REGARDING THE NEW WORLD COMPUTER SYSTEM WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City") is a duly organized and validly existing non home-rule municipality created in accordance with the Constitution of the State of Illinois of 1970 and the laws of this State; and, WHEREAS, the County of Kendall ("Kendall County") is a duly organized and validly existing unit of local government of the State of Illinois; and, WHEREAS, Kendall County, on behalf of the Kendall County Sherriff's Office, has previously purchased computer software through New World Systems ("New World"), which software includes multi jurisdictional features which allow the sharing of said software amongst different law enforcement agencies; and, WHEREAS, the City, on behalf of the Yorkville Police Department, and Kendall County, on behalf of the Kendall County Sherriff's Office, desire to enter into an intergovernmental agreement in order to provide an arrangement which would facilitate the use of New World software by the City through the use of the MSP server(s) operated by Kendall County. NOW, THEREFORE, BE IT RESOLVED, by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. That the Intergovernmental Agreement (2015) Between the County of Kendall, on behalf of the Sheriff's Office, & The United City of Yorkville, on behalf of the Yorkville Police Department, regarding the New World Computer System, attached hereto and made a part hereof, is hereby approved and the Mayor and the City Clerk are hereby authorized to execute and deliver said Agreement on behalf of the United City of Yorkville. Section 2. This Resolution shall be in full force and effect from and after its passage and approval as provided by law. Resolution No.2015-6 Page 1 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of W , 2015. C TY CLERK CARLO COLOSIMO KEN KOCH JACKIE MILSCHEWSKI LARRY KOT CHRIS FUNKHOUSER JOEL FRIEDERS DIANE TEELING SEAVER TARULIS Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this p7O day of J UL. , 2015. ou/-J—i MA OR Attest: City Clerk Resolution No.2015- 3 Page 2 {�flTYI f✓ �o�� INTERGOVERNMENTAL AGREEMENT(2015) Between the County of Kendall, on behalf of the Sheriff's Office,A The United City of Yorkville, on behalf of the Yorkville Police Department, regarding the New World Computer System THIS AGREEMENT is hereby entered into by and between the County of Kendall, on behalf of the Kendall County Sheriff's Office, 111 West Fox Street, Yorkville, Illinois, and the United City of Yorkville, on behalf of the Yorkville Police Department, 804 Game Farm Road,Yorkville, Illinois. WHEREAS, the Constitution of the State of Illinois of 1970, Article VII, Section 10, provides that units of local government may contract or otherwise associate among themselves to obtain or share services and to exercise, combine, or transfer any power or function in any manner not prohibited by law or by ordinance and may use their credit, revenues, and other resources to pay costs related to intergovernmental activities; and WHEREAS, the United City of Yorkville (hereinafter referred to as "Yorkville"), and the County of Kendall, Illinois (hereinafter referred to as "Kendall County"), are units of local government within the meaning of Article VII, Section 10 of the Illinois Constitution of 1970 who are authorized to enter into intergovernmental agreements pursuant to the Intergovernmental Cooperation Act, 55 ILCS 220/1 etseq.; and WHEREAS, The County of Kendall, on behalf of the Sheriff's Office has previously purchased computer software through New World Systems, (hereinafter referred to as "New World"); and WHEREAS, said computer software includes multi-jurisdictional features which allow the sharing of said computer software amongst different law enforcement agencies; and WHEREAS, Kendall County operates the New World software on its current Aegis MSP server(s) in use; and WHEREAS,the United City of Yorkville, on behalf of the Yorkville Police Department, and Kendall County, on behalf of the Sheriff's Office desire to enter into this Intergovernmental Agreement in order to provide an arrangement which would facilitate the use of New World Software by Yorkville through the use of the MSP server(s) operated by Kendall County; and WHEREAS, the parties to this Agreement agree that the MSP server(s) operated by Kendall County has sufficient capacity at the present time to handle the New World computer software which New World intends to provide to Yorkville; and Page 1 of 6 i- WHEREAS, the parties that have executed this Agreement have the requisite authority to execute this Agreement, and intend by the execution of this Agreement to bind Kendall County and Yorkville respectively to the terms of this Agreement; and WHEREAS, the parties to this Agreement have each had ample opportunity to review this Agreement with their respective governing bodies, if any, and that this Agreement has been approved by legal counsel for the respective agencies and the respective governing bodies, if any. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereafter set forth,the parties agree as follows: 1. The above recitals are incorporated herein by reference. 2. Yorkville will be permitted to use the Kendall County computer network to access the MSP server(s) operated by Kendall County for the purposes of the operation of New World Software. 3. All connectivity charges, including hardware, software, services, and security, incurred in connection with Yorkville 's access to and operation of New World software via the Yorkville router on the Kendall County computer network will be paid directly by Yorkville. Kendall County will not replace or warrant any hardware used for the purposes covered by this Agreement. 4. All Yorkville New World software data will be placed solely on the Kendall County MSP server(s). 5. Kendall County will arrange for all backup and data recovery systems, in accordance with the regulations and operating procedures of Kendall County. 6. Kendall County shall have no liability to Yorkville for data which is damaged or lost as a result of the operation and/or failure of the MSP computer server(s), or the Kendall County computer network. Yorkville agrees to waive any and all claims against Kendall County regarding such data and hold them harmless for same. 7. Kendall County will arrange for scheduled system downtime for maintenance with 24 hours confirmed notice to Yorkville's designee. 8. Kendall County will respond to any unscheduled downtime due to system failure or emergency situations as quickly as possible to minimize the impact to Yorkville, and Yorkville shall assist as may be necessary to remedy such downtime. Yorkville agrees to Page 2 of 6 waive any and all claims against Kendall County regarding such unscheduled downtime and hold them harmless for same. 9. Yorkville will administer all internal aspects of Yorkville's use of New World software, including issuance of passwords, authorizing new users, discontinuing access of former users, assignment of security levels, and similar matters. 10. Yorkville agrees to pay to Kendall County the total sum of 15% (fifteen percent) of Kendall County's annual maintenance cost for the New World software operated on said server(s). Said amount will be billed on an annual basis, with copies of all requested/necessary documentation submitted to Yorkville. Yorkville's contribution to Kendall County's maintenance cost will not be billed to Yorkville until April of each year. Yorkville will arrange for payment of its portion of said maintenance expense to Kendall County within 60 days of the request of Kendall County for reimbursement. 11. This Agreement is effective as of its last date of execution by the parties. This Agreement shall be in effect for a period of one (1) year from the date of execution, and shall automatically renew each year for a one (1) year period, for up to eight years, unless either party gives written notice to cancel renewal to the other party ninety (90) days prior to the date the agreement is scheduled to be renewed each year. For purposes of calculating the renewal date, the renewal date would fall upon the same month and day of the final signature to this agreement below. 12. Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable state law, each party shall hold all confidential information of the other party in trust and confidence for the party claiming confidentiality and not use such confidential information other than for the benefit of that party. The other party agrees not to disclose any such confidential information, by publication or otherwise, to any other person or organization. 13. Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable state law, each party acknowledges and agrees that the New World software is confidential information and proprietary to New World. Each party agrees to implement all reasonable measures to safeguard New World's proprietary rights in software. 14. The parties agree that any modification to this Agreement must be in writing, signed by authorized individuals on behalf of each of the undersigned agencies. 15. The parties agree that maintenance fees associated with future purchases of additional New World products, to which the parties shall have access to, will become part of Page 3 of 6 R Kendall's annual maintenance cost for the New World software and subject to terms of the Agreement. Billing for any increase in maintenance cost as a result of the purchase of additional New World products shall be deferred until the 1st day of April following the purchase and shall be paid within sixty(60) days after April 1st. 16. The parties agree that Kendall County may allow additional jurisdictions use of the New World software. Any jurisdiction wishing use of New World software as maintained by Kendall County after the execution date of this agreement shall be required to pay their fair share of the total upgrade cost for the New World Aegis MSP software and associated hardware as incurred by Kendall County by dividing the said total costs by the number of participants. Said payment shall be distributed equally by Yorkville, Kendall County and any other party that bore an equal portion of the total upgrade costs. In addition, each additional jurisdiction requesting the use of the New World software shall enter into a written Intergovernmental Agreement with terms and conditions similar to those set forth in this document and any subsequent written amendments. 17. This Agreement and the rights of the parties hereunder may not be assigned except by operation of law or agreement signed by each party, and the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of such agreements. Nothing contained in this Agreement, nor any act of the parties pursuant to this Agreement, shall be deemed or construed by any of the parties hereto or by third persons, to create any joint employer relationship and/or any relationship of third-party beneficiary, principal, agent, limited or general partnership, joint venture, or any association or relationship involving the parties. 18. In any action with respect to this Agreement, the Parties are free to pursue any legal remedies at law or in equity. The prevailing party by 75%or more of damages sought, in any action brought pursuant to this Agreement, shall be entitled to reasonable attorneys' fees and court costs arising out of any action or claim to enforce the provisions of this Agreement. In awarding attorney fees,the Court shall not be bound by any Court fee schedule, but shall, in the interest of justice, award the full amount of costs, expenses, and attorney fees paid or incurred in good faith. 19. Yorkville and Kendall County shall each defend, with counsel of the other party's own choosing, indemnify, and hold harmless the other party, including past, present, and future board members, elected officials, insurers, employees, and agents from and against any and all claims, liabilities, obligations, losses, penalties, fines, damages, and Page 4 of 6 Z expenses and costs relating thereto, including but not limited to attorneys' fees and other legal expenses, which the other party, its past, present, and future board members, elected officials, insurers, employees, and/or agents may hereafter sustain, incur or be required to pay arising from the indemnifying party's negligent conduct in performance of their duties under this Agreement. Further, each party to this Intergovernmental Agreement agrees to indemnify and save the other party to this Agreement harmless from and against any and all judgments, suits, costs and expenses resulting from any alleged infringement of any patent or copyright of New World software by the indemnifying party. 20. All terms and provisions of this Agreement shall be governed by the laws of the State of Illinois and are subject to good faith and fair dealing implied in all Illinois contracts. The parties agree that the proper venue for this Agreement shall be in the Twenty-Third Judicial Circuit, Kendall County, Illinois. In case any provision of this Agreement shall be declared or found invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall, to the extent possible, be modified by the court in such manner as to be valid, legal, and enforceable so as to most nearly retain the intent of the parties, and, if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 21. This Agreement may be executed in counterparts (including facsimile signatures), each of which shall be deemed to be an original and both of which shall constitute one and the same Agreement. 22. Any notice required or permitted to be given pursuant to this Agreement shall be duly given if sent by fax, certified mail, or courier service and received, in the case of notice to Kendall County, to the Kendall County Sheriff, Attention: Undersheriff Harold Martin, 1102 Cornell Lane, Yorkville, Illinois, 60560, fax (630) 553-1972 with copy sent to: Kendall County State's Attorney, 807 John Street, Yorkville, Illinois, 60560,fax (630) 553- 4204. And, in the case of Yorkville, to: Richard T. Hart, Chief of Yorkville Police, 804 Game Farm Road,Yorkville, IL 60560. 23. Neither party will be responsible to the other for damage, loss, injury, or interruption of work if the damage, loss, injury, or interruption of work is caused solely by conditions that are beyond the reasonable control of the parties, and without the intentional misconduct or negligence, of that party (hereinafter referred to as a "force majeure event"). To the extent not within the control of either party, such force majeure events include: acts of God, acts of any governmental authorities, fire, explosions or other casualties, vandalism and riots or war. A party claiming a force majeure event ("the Page 5 of 6 2 y claiming party") shall promptly notify the other party in writing, describing the nature and estimated duration of the claiming party's inability to perform due to the force majeure event. The cause of such inability to perform will be remedied by the claiming party with all reasonable dispatch. 24. This Agreement represents the entire agreement between the parties and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any other prior written or oral agreements between the parties and may not be further modified except in writing acknowledged and agreed to by both parties. 25. Kendall County and Yorkville each hereby warrant and represent that their respective signatures set forth below have been and are on the date of this Agreement duly authorized by all necessary and appropriate corporate and/or governmental action to execute this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Intergovernmental Agreement to be executed by their duly authorized officers on the below date. Kendall unty, I nois on behalf of a Sheriff's United City of Yorkville, Illinois on behalf of the Office Kend County Yorkville Police Department Name: Name: J%Itj Title: Ch irman Kendall County Board Title: M A t7K Date: J b�� Date: -7 'a 5 Att s : Attest: rr A&-&T County Clerk City Clerk Page 6 of 6