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Resolution 2017-18 Resolution No. 2017- l e A RESOLUTION OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS,APPROVING AN INTERGOVERNMENTAL AGREEMENT FOR THE SHARING OF INFORMATION TECHNOLOGY SERVICES BETWEEN THE VILLAGE OF OSWEGO, KENDALL AND WILL COUNTIES,ILLINOIS AND THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS WHEREAS, the United City of Yorkville, Kendall County, Illinois ("City") and the Village of Oswego, Kendall and Will Counties, Illinois (the "Village") are duly organized and validly existing units of local government created in accordance with the Constitution of the State of Illinois of 1970 and the laws of this State; and, 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 City and the Village require information technology services ("IT Services")to keep up with technology best practices and better serve the needs of their residents; and, WHEREAS, to efficiently and effectively meet each of their needs, the City and Village have determined that it is advisable to contract with one another and a third party IT Services company for the provision of IT Services to both municipalities; and, WHEREAS, the City believes it to be in its best interests and the best interests of its citizens and taxpayers to enter into an agreement with the Village to share IT Services and enter in accordance with the terms and conditions as set forth in an intergovernmental agreement. 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 for the Sharing of Information Technology Services Between the Village of Oswego, Kendall and Will Counties, Illinois and the United City of Yorkville, Kendall County, Illinois, attached hereto and made a part hereof, is hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver said Agreement on behalf of the United City of Yorkville. Resolution No.2017- g Page 1 Section 2. The Mayor, City Clerk, and City Administrator are hereby authorized and directed to undertake any and all actions as may be required to implement the terms of said Agreement. Section 3. This Resolution shall be in full force and effect from and after its passage and approval as provided by law. C� Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this b day of -A4 ay-c ' 2017. CITY CLERk i VCARLO COLOSIMO KEN KOCH JACKIE MILSCHEWSKI JOEL FRIEDERS CHRIS FUNKHOUSER DIANE TEELING SEAVER TARULIS Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this 5 day of A PR i L , 2017. /L Re& MxYOF - Attest: iZ- City Clerk Resolution No.2017- g Page 2 INTERGOVERNMENTAL AGREEMENT FOR THE SHARING OF INFORMATION TECHNOLOGY SERVICES BETWEEN THE VILLAGE OF OSWEGO,KENDALL AND WILL COUNTIES,ILLINOIS AND THE UNITED CITY OF YORKVILLE, KENDALL COUNTY,ILLINOIS THIS INTERGOVERNMENTAL AGREEMENT ("the Agreement") by and between the Village of Oswego, Kendall County, Illinois (the "Village") a municipal corporation of the State of Illinois and the United City of Yorkville, Kendall County, Illinois (the "City") a municipal corporation of the State of Illinois, entered into this o18 day of Nj4RCH , 2017. WITNESSETH: 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 Village and the City require information technology services to keep up with technology best practices and better meet residents' needs; and, WHEREAS, the essential goal is that the City and the Village jointly contract to provide information technology services and to coordinate and share information technology investment where feasible and practical, all as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereafter set forth,the parties agree as follows: Section 1. The foregoing preambles are hereby incorporated into this Agreement as if fully restated in this Section 1. Page 1 of 6 Section 2. The Village and the City intend to contract with InterDev, LLC. ("the Consultant') to provide staff augmentation and consulting services related to information technology and computer network services. Section 3. The Agreement shall run concurrently with the Consultant contract with an initial term of one year with the option to renew for two additional years. Section 4. The Village intends to use 80 percent of the Consultant's allocated resource, while the City intends to use 20 percent of the resource and the Village and City agree to pay their respective share of the consultant's fees as indicated in the respective contracts. Section S. The Village and the City agree to meet regularly, though not less than twice per year, to review the resource allocation and adjust the division of the total fee accordingly. Section 6. The Village and the City intend to separately enter into an intergovernmental agreement with the GovIT Consortium, which will provide additional shared service opportunities. Section 7. The City and the Village are authorized to engage in joint purchasing of resource and information technology infrastructure where beneficial and practical for both. Section 8. The City and the Village 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 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, Page 2 of 6 and/or agents may hereafter sustain, incur or be required to pay relating to or arising in any manner out of the services to be performed by the other party under this Agreement. Section 9. Nothing in this Agreement shall be deemed to change or alter the jurisdiction of either the City or Village in any respect, including, their respective powers and duties. Section 10. This Agreement and the rights of the parties hereunder may not be assigned (except by operation of law), 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 units of government as the parties hereto. Section 11. This Agreement shall be interpreted and enforced under the laws of the State of Illinois. Any legal proceeding related to enforcement of this Agreement shall be brought in the Circuit Court of Kendall County, Illinois. In case any provision of this Agreement shall be declared and/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. Section 12. All notices required or permitted hereunder shall be in writing and may be given by (a) depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and certified with the return receipt requested, (b) delivering the same in person, or(c)telecopying the same with electronic confirmation of receipt If to the Village: Assistant Village Administrator Page 3 of 6 Village of Oswego 100 Parkers Mill Oswego, Illinois 60543 With a copy to: David Silverman Mahoney, Silverman and Cross 822 Infantry Drive, Suite 100 Joliet, Illinois 60435 If to the City: City Administrator United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 With a copy to : Kathleen Field Orr Kathleen Field Orr&Associates 53 West Jackson Blvd., Suite 964 Chicago, Illinois 60604 Or any such other person, counsel or address as any party hereto shall specify pursuant to this Section from time to time. Section 13. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which shall constitute one and the same Agreement. Section 14. 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. Except as stated herein, this agreement supersedes any other prior written or oral agreements between the parties and may not be further modified except in writing acknowledged by both parties. Section 15. Nothing contained in this Agreement, nor any act of the Village or the City pursuant to this Agreement, shall be deemed or construed by any of the parties hereto or by third persons, to create any relationship of third party beneficiary, principal, agent, limited or general partnership, joint venture, or any association or relationship involving Village and the Page 4 of 6 City. Further, nothing in this Agreement should be interpreted to give the Village or City any control over the other's employees or imply a power to direct the employees of the other government body, which neither entity may exercise. Section 16. When performing pursuant to the terms of this Agreement, the Village and City intend that any injuries to their respective employees shall be covered and handled exclusively by their jurisdiction's own worker's compensation insurance in place at the time of such injury. It is further agreed that all employee benefits, wage and disability payments, pension and worker's compensation claims, damage to or destruction of equipment, facilities, clothing and related medical expenses of the City or Village and their respective employees, which may result from their activities under this Agreement, shall be the responsibility of the jurisdiction that employs the employee making such a claim. Section 17. The Parties will obtain and continue in force, during the term of this Agreement, all insurance as set forth below. Each insurance policy shall not be cancelled or changed without thirty(30) days prior written notice, given by the respective insurance carrier(s) to Kendall County and the City at the address set forth herein. Before starting inspections hereunder, the parties shall obtain the following insurance at a minimum: (a) Worker's Compensation and Occupational Disease Disability insurance, in compliance with the laws of the jurisdiction where the work is being performed, (b) Employer's comprehensive general liability insurance for both personal injury and property damage in the minimum amount of$1,000,000 for each accident, (c) Comprehensive business automobile liability insurance in the minimum amount of$1,000,000 combined single limit, (d) Comprehensive excess liability insurance with a combined minimum single limit of $1,000,000 for each occurrence, with a minimum $1,000,000 aggregate. Certificates of such insurance detailing the coverage therein shall be Page 5 of 6 available to the other party upon execution of this Agreement. Neither party waives its immunities or defenses, whether statutory nor common law by reason of the indemnification and insurance provisions contained in this Agreement. Section 18. This Agreement may be amended only with written consent of all parties hereto. Section 19. The Village and the City 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 Agreement to be executed by their duly authorized officers on the above date at Yorkville, Illinois. United City of Yorkville, Kendall County, Illinois, a municipal corporation BAWy: Mayor Attest: City Clerk ,OOF 0844, ''.. Village President `���.• % CO 'y OQ'P��rF•: -Village of Oswego, Kendall and Will •v , o !Counties, Illinois, a municipal corporation Attest: 0 ••'••••••• •• CO / nmm�n�r`"� oi.�� 1ttt Village Clerk Page 6 of 6