Ordinance 2020-13 UNITED CITY OF YORKVILLE
KENDALL COUNTY, ILLINOIS
ORDINANCE NO. 2020-13
AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,
ILLINOIS, APPROVING A SERVICES AGREEMENT
WITH OXCART PERMIT SYSTEMS, LLC
Passed by the City Council of the
United City of Yorkville,Kendall County, Illinois
This 25'day of February,2020
Published in pamphlet form by the
authority of the Mayor and City Council
of the United City of Yorkville,Kendall
County, Illinois on March 24,2020.
Ordinance No. 2020-13
AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,
ILLINOIS,APPROVING A SERVICES AGREEMENT
WITH OXCART PERMIT SYSTEMS,LLC
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 the State; and,
WHEREAS, Chapter 5 of Title 6 of the City Code authorizes the City to issue permits to
companies operating vehicles and transporting loads that exceed the maximum sizes and weights
specified within the Illinois Vehicle Code (65 ILCS 5/15-102, 15-103, 15-107, and 15-111); and,
WHEREAS,the City expects a large number of trucking companies will seek permits prior
to transporting overweight loads through the City; and,
WHEREAS,those companies will be required to obtain permits from other governmental
bodies along their route; and,
WHEREAS,administering overweight and over-size permits in-house would be a sizeable
administrative burden for both the City and companies applying for permits; and
WHEREAS, Oxcart Permit Systems, LLC (the"Business"), is an Illinois corporation that
provides services to municipalities by processing permits and collecting fees from trucking
companies on behalf of the municipalities, at an additional cost charged to the companies; and
WHEREAS, the Mayor and City Council of the City have reviewed the Business's
proposal and find it would be in the best interests of the City and its residents to contract with the
Business in accordance with the terms of an agreement between the parties (the "Services
Agreement"), thereby relieving the City of the burden of administering the overweight and over-
size permit system itself.
NOW,THEREFORE,BE IT ORDAINED by the Mayor and City Council of the United
City of Yorkville, Kendall County, Illinois, as follows:
Section 1. The recitals in the preambles to this Ordinance are incorporated into this Section
1 as if fully set forth herein.
Section 2. The Services Agreement between the United City of Yorkville and Oxcart
Permit Systems, LLC, an Illinois limited liability corporation, attached hereto and made a part
hereof, is hereby approved and the Mayor, City Clerk, and City Administrator are hereby
authorized to execute and deliver said Agreement and undertake any and all actions as may be
required to implement its terms on behalf of the City.
Section 3. This Ordinance shall be in full force and effect immediately from and after its
passage and approval according to law.
Ordinance No.2020-13
Page 2
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
25''day of February, 2020.
City Clerk
KEN KOCH AYE DAN TRANSIER AYE
JACKIE MILSCHEWSKI AYE ARDEN JOE PLOCHER AYE
CHRIS FUNKHOUSER AYE JOEL FRIEDERS AYE
SEAVER TARULIS AYE JASON PETERSON AYE
Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this
a7-6 day of re-BRuAP-E , 2020.
Mayor
Attest:
City Clerk
Ordinance No.2020-13
Page 3
Services Agreement
This Services Agreement(this "Agreement') is made this day of 2
2020 by and between Oxcart Permit Systems, LLC, an Illinois limited liability corporation
of 440 W Colfax, Suite 2384, Palatine, IL 60078 ("Oxcart") and the United City of
Yorkville("City"), collectively known as the "Parties." The term "Customer" shall refer to
any third party requesting over-dimension and/or overweight vehicle permits from the
City.
1. Oxcart Services.
Oxcart shall develop, establish, set up and maintain an internet application ("City
web page"), which shall include but not be limited to the creation of online
overdimension and overweight vehicle permit applications and the processing of
said permit applications, for the City for the purposes of accepting over-dimension
and overweight vehicle permit applications and payment for such permits as set
forth herein which shall be referred to as the "Service."
i. All Services provided by Oxcart shall be conducted and accomplished in a
professional and workmanlike manner.
ii. The Service will be made available per the attached Service Level Agreement
(Exhibit 1).
iii. The Service will allow for the acceptance and processing of over-dimension
and overweight vehicle permit applications as authorized by the City's Code.
iv. The Service will be hosted using computer servers contracted by Oxcart.
v. Oxcart reserves the right to change computer servers and computer server
hosting providers at any time with notice during the term of this Agreement. vi.
Oxcart reserves the right to update code and/or security measures at any time
without notice during this agreement. Oxcart will maintain a Security Incident
Response plan which will be made available to the City for review. vii. The content
of the City web pages within the Service shall be dedicated solely to the City. The
content of such pages shall include but not be limited to:
1. Application fields necessary to receive, pay for, and process a permit.
2. Maintain user information and icons representative of the City.
3. Automated permits, in which permits do not need to be reviewed by Clty,
and non-automated permits, in which permits must be reviewed by City,
as directed by the City.
viii. The online over-dimension and overweight vehicle permit application will be
based upon and processed according to the requirements of the City's Code.
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ix. The Service shall provide the City and Customers with an unlimited number
of free user access accounts with which to apply and pay for the issuance of
over-dimension and overweight vehicle permits.
X. Oxcart shall process all permit applications (both automated and
nonautomated). Upon receipt of an automated permit application, Oxcart
shall within the time limit set forth in Exhibit 1, contact the Applicant with
information regarding the approval, denial, or approval with pre-programmed
conditions of the permit, and, upon approval, collect payment for City permit
fees and any other applicable fees, and issue the permit. Upon receipt of a
nonautomated permit application, Oxcart shall within the time limit set forth in
Exhibit 1, provide the City with all information necessary for the City to review,
approve or deny, or establish conditions under which the permit will be
granted. Upon the City's review of a non-automated permit application,Oxcart
shall contact the Applicant with information regarding the approval, denial, or
approval with conditions of the permit, and, upon approval, collect payment
for City permit fees and any other applicable fees, and issue the permit.
A. All payments shall be accepted utilizing an integrated credit card payment
processor to accept online payments for the City. In addition to the City permit
fee, for each transaction, the credit card payment processor will assess the
Customer with a fee calculated on the sum of the total of the maximum City
permit fee and the Oxcart Service Fee, plus an additional service fee for each
transaction. Payment in full of the City permit fee, the credit card payment
processor fee,the transaction fee and the Oxcart Service Fee will be required
in order for the Customer to access the approved permit.
1. Oxcart does not set the credit card payment processor fees or
transaction fees,which are subject to change at any time without notice.
At the time of this Agreement the payment processor fee is 2.9% of the
calculated sum of the total of the maximum City permit fee and the
Oxcart Service Fee, plus a $.30 per transaction fee. Oxcart shall
promptly notify the City of changes to these rates as soon as Oxcart
becomes aware of the rate change.
2. Upon change of credit card payment processor fees,Oxcart shall update
the City web application to reflect the new rates and notify the City of the
change.
3. Oxcart reserves the right to change credit card payment processors at
any time with notice to the City.
xii. City permit fees shall be collected by Oxcart in accordance with the provisions
of the City's Code.
xiii. On or before the tenth business day of each month, Oxcart shall transfer to
the City through ACH direct deposit or bill payment system through the United
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States Postal Service all City permit fees for all approved permits for the
preceding calendar month. All City permit fees shall be paid in full by Oxcart
each month to the City. In addition, by the tenth business day of each month,
Oxcart shall transmit by email or United States Postal Service, a report
providing the name, address, date of payment, date of permit issuance and
City permit fee collected for each permit approved and issued. Such report
shall be sent as provided in Section 8.
xiv. Oxcart will not disseminate any phone numbers, email addresses or other
personal information of Customers other than what is displayed on an
approved permit.
xv. Oxcart shall maintain permit data for online access by the City for a minimum
of ninety (90) calendar days and allow the City to download City permit data
during this time. Oxcart shall maintain the City's permit data for a period of
seven (7)years.
xvi. Oxcart shall maintain complete and accurate books, records and accounts
showing the permits issued and its billings for the City permit fees and the
permit services provided to the City and the amount collected for City permit
fees. Such books and records shall be made available for examination and
audit by the City at any time during business hours upon request.
xvii. Notwithstanding anything to the contrary in the foregoing, Oxcart is free to
upgrade and modify its network, application, and backup infrastructure
pursuant to a Systems Maintenance policy which will be available to the City
for review.
xviii. Oxcart may choose to add standard features and upgrades to theapplication
at no additional charge to the City or Customer. Oxcart reserves the right to
add proprietary premium features for Customers at an additional cost to the
Customer.
xix. Oxcart is free to market the Service to other organizations, municipalities, and
customers without exception or exclusion except at the sole discretion of
Oxcart.
2. Oxcart Representations and Warranties. Oxcart represents and warrants to
City that:
i. It holds all necessary third party government rights, including without
limitation all intellectual property rights to any and all applications needed to
provide the Service;
ii. It maintains commercially reasonable electronic security to protect Customer
information from third party intrusion;
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iii. It has full power and authority to enter into and fulfill the terms of this
Agreement and it has not entered and will not enter into any agreements or
activates that will or might interfere or conflict with the terms hereof;
iv. In performing its obligations hereunder, it shall comply with all applicable laws,
rules and regulations of any federal or state regulatory body that has
jurisdiction over its activities hereunder.
3. City Representations and Warranties. The City represents and warrants to
Oxcart that:
i. It shall encourage all Customers to apply for oversize and overweightvehicle
permits using the City web page developed by Oxcart. However, the City is
free to maintain an internal system of issuing oversize and overweight permits
as it deems necessary.
ii. It will immediately inform Oxcart of any technological difficulties with the
Service; iii. It will take all reasonable steps to approve non-automated permits
for the Customer within twenty-four(24)hours,on normal business days,of receipt
of the permit application from Oxcart except in cases of permits for extremely large
or heavy vehicles which require route studies, surveys or special engineering;
iv. It shall provide Oxcart with all pertinent information and ordinances necessary
to adequately set-up and maintain the Service as requested by Oxcart. It shall
be the duty of the City to update Oxcart with any changes or modifications to
the permit requirements or permit structure. Any errors or omissions of
information which may result in a vehicle violating the conditions of the permit
or federal, state or local laws are the responsibility of the City;
V. It shall provide Oxcart with the names, email addresses and phone numbers
of any City personnel who will be administratively accessing the application
on behalf of the City;
vi. It has full power and authority to enter into and fulfill the terms of this
Agreement and it has not entered and will not enter into any agreements or
activities that will or might interfere or conflict with the terms hereof.
4. Payment and Fees for Service.
i. As full and complete compensation for the Service to be provided hereunder,
Oxcart shall asses a Service Fee to the Customer, in addition to the credit
card payment processing fees, as provided in Section 1(xi). ii. Such Service
Fee shall be assessed based upon the cost of the permit applied for and as
provided in the following Schedule:
City Permit Fee Oxcart Fee
$0.00 - $49.99 $5.00 flat fee
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$50.00 - $99.99 10%
$100.00 - $199.99 $12.50 flat fee
$200.00 or more $15.00 flat fee
i. All payments are final and Oxcart will not refund the Customer any monies
collected through the credit card payment processor unless the payment was
made in error or without authorization, the permit was issued in error or an
error occurred which was directly attributable to Oxcart or the credit card
payment processor, or the City requests a refund be processed through the
credit card processor for an approved permit to which the credit card
processor fee assessed to Oxcart will be deducted from the monthly payment
to the City. Oxcart may elect to refund monies via check or ACH at its sole
discretion, and the City reserves the right to internally issue City permit fee
refunds to Customers through their finance department. Oxcart shall provide
the City with notice of any payment that is in dispute.
iv. Once the transaction has been completed and all fees received from the credit
card payment processor, Oxcart will not store or retain any Customer financial
or credit information.
5. Indemnification, Warranties and Remedies.
i. Indemnification by Oxcart. Subject to the limitations described in this
Section 5 and elsewhere in this Agreement, Oxcart shall indemnify the City,
its directors, officers, agents, and employees and shall hold it and them
harmless from and against any claims, demands, losses, liabilities, actions,
suits,damages,judgments,costs, charges, expenses,attorney fees incurred,
made or suffered by any third party arising out of 1) any breach by Oxcart of
this Agreement or 2) any negligence, omission or fraudulent or intentional
acts of Oxcart or its officers,directors,agents or employees, including,without
limitation, to claims related to breach of security or identity theft and claims of
infringement of trademarks or copyrights, licenses or any other claims relating
to intellectual property subject to the Agreement, or 3)any act or omission by
Oxcart or any officer,director, agent or employee of Oxcart, in violation of any
state, federal or local law or regulation.
ii. Indemnification by City. Subject to the limitations described in this Section
5 and elsewhere in this Agreement, the City shall indemnify Oxcart, its
directors, officers, employees and agents and shall hold it and them harmless
from and against any claims, demands, losses, liabilities, actions, suits,
damages, judgments, costs, charges, expenses, attorney fees incurred,
made or suffered by any third party resulting from any breach by the City of
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this Agreement or any negligence or intentional acts of the City or its
employees.
iii. Indemnification Procedure. Promptly after receipt by a party of notice of any
claim (other than insurance claims arising in the ordinary course of business)
or the commencement of any action arising from an occurrence for which a
party (the "indemnitor") has agreed to indemnify the other party (the
"indemnitee"), the party receiving such notice shall promptly notify the other
in writing. The indemnitor may assume the defense thereof with counsel
reasonably satisfactory to the indemnitee and the indemnitee shall cooperate
in the defense and prosecution thereof and shall further provide such records,
information and testimony and attend all such conferences, discovery,
prehearings, hearings, trials and appears as may be necessary, all
reasonable costs and expenses thereof to be paid for the account of the
indemnitee and to be payable to the indemnitee upon demand. The
indemnitor shall have the right, in its sole discretion, to settle any monetary
claim to which this paragraph applies at indemnitor's sole cost and expense.
iv. Internet Delays. The Service may be subject to limitations, delays and other
problems inherent in the use of the internet and electronic communications.
Neither Party is responsible for any delays, delivery failures other damages
resulting from such problems.
6. Confidentiality. Oxcart and the City shall hold in confidence and not disclose
(except on a confidential basis to its employees who need to know and who are
bound in writing to preserve the confidentiality thereof) all Proprietary Information
received from the other party, and shall not use any such Proprietary Information
except for the purposes contemplated by this Agreement. Either party shall
promptly report to the other any unauthorized disclosure of use of any Proprietary
Information of the other party of which it becomes aware and shall take such
further steps as may reasonably be requested by the other party to prevent
unauthorized use thereof.
As used in this Agreement, "Proprietary Information"shall mean with respect to the
City all confidential and proprietary information, including but without limitation, all
customer, contact,payment,data, and files covered by this Agreement. In addition,
Proprietary Information shall include all data and other information or material,
owned, possessed or used by either Oxcart or the City which is at any time so
designated by such party in writing, whether by letter or by the use of a proprietary
stamp or legend, prior to the time any such Proprietary Information is disclosed to
the other party. In addition, information which is orally disclosed to the other party
shall constitute Proprietary Information if identified as such at such time and if
within 10 days after such disclosure the disclosing party delivers to the receiving
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party a written document describing such Proprietary Information and referencing
the place and date of such oral disclosure and the name of the employees of the
party to whom such disclosure was made. "Proprietary Information" does not
include information already known to the public or information subject to disclosure
under the Illinois Freedom of Information Act.
Notwithstanding the foregoing, this confidentiality obligation shall not apply to
information if Oxcart receives a validly issued administrative or judicial order,
warrant or other process requiring disclosure of Proprietary Information or if Oxcart
or the City is otherwise required to disclose Proprietary Information in order to
comply with any law.
The parties acknowledge that the breach or threatened breach of this Section 6
would cause irreparable harm to the non-breaching party, the extent of which
would be difficult to ascertain. Accordingly, each party agrees that, in addition to
any other remedies to which a party may be legally entitled, a party may seek
immediate injunctive relief in the event of a breach or threatened breach of such
paragraph by the other party or any of the other party's employees.
7. Termination.
i. This Agreement may be terminated without penalty by either party for any
reason upon sixty (60) days'notice to the other party.
ii. Upon the date of termination, any unapproved permit application which has
been submitted to the City through Oxcart will be forwarded to the City, and
Oxcart shall pay to the City all City permit fees due and owing to the City
pursuant to the terms of this Agreement. Oxcart will download and transmit
all previous permit data belonging to the City.
8. Notices.
Any notices or demands which may be or are required to be given by either party
shall be in writing and all notices required to be given or made hereunder shall be
given or made either: (a) email at the following email addresses; (b) by hand
deliver; (c) by United States certified mail, postage prepaid; or (d) if sent by
nationally recognized overnight carrier, addressed to Oxcart or the City,
respectively, at the following addresses, or at such other place as Oxcart or the
City may from time to time designate in writing:
Bart Olson, City Administrator, 800 Game Farm Road, Yorkville, IL 60560
bolson@yorkville.il.us
Bryce Baker, COO/Member, Oxcart Permit Systems; 440 W. Colfax, Suite
2384, Palatine, IL 60078. bbak . axcartpermits_com_or
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David Wordhouse, CISO/Member, Oxcart Permit Systems; 440 W. Colfax,
Suite 2384, Palatine, IL 60078. dwordh___ ouse(�oxca e rrLS_ .am
9. Disclosure.
Oxcart and the City may notify existing and prospective customers that the City
online permit application system is provided by Oxcart.
10.Future Modifications. Based on the anticipated ongoing development of the
relationship of the parties it is anticipated that it may be necessary to amend this
Agreement to conform to developments. Each of the parties agree to cooperate
with the other in every reasonable way in negotiating a mutually agreeable
amendment of this Agreement should an amendment be necessary or advisable.
11.Nonassignment. Neither party may assign its interest in this Agreement without
the prior written consent of the other party.
12.Independent Contractors. Oxcart is and shall be considered an independent
contractor and neither Oxcart nor its officers, directors, agents or employees shall
be deemed to be an agent, employee or joint venture partner of the other, nor shall
this Agreement be interpreted as creating a partnership or joint venture. Oxcart
shall be solely responsible for the payment of salary, payroll taxes and worker's
compensation insurance for its employees.
13.Survival. Notwithstanding anything in this Agreement to the contrary, the
representations and indemnification obligations of the parties, the disclaimer of
warranties, the limitation of liabilities, the independent contractor status and the
governing law and venue provisions and this survival section shall survive any
termination of this Agreement and remain binding upon the parties.
14.Governing Law. This Agreement is to be governed by and construed under the
laws of the State of Illinois, excluding conflicts of law provisions. The Circuit Court
of Kendall County, Illinois shall have exclusive jurisdiction of any disputes arising
out of this Agreement.
15.No Waiver. No delay in acting with regard to any breach of any provision of this
Agreement shall be construed as a waiver of such breach.
16.Entire Agreement. Once signed by both Oxcart and the City, the Agreement
controls over any other prior agreement, written or verbal.
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17.Freedom of Information Act. Oxcart understands and agrees that the City, as a
public body, is subject to and obligated to comply with the Freedom of Information
Act, 5 ILCS 104/1 et seq., (FOIA) and certain information with respect to the
Service provided hereunder may be subject to disclosure in whole or in part under
FOIA. Oxcart acknowledges the requirements of FOIA and agrees to comply with
all requests made by the City for public records (as that term is defined by Section
2(c) of FOIA) in the undersign's possession and provide the requested public
records to the City within two (2) business days of the request being made by the
City. Oxcart agrees to indemnify and hold harmless the City from all claims, costs,
penalty, losses and injuries (including but not limited to, attorneys' fees, other
professional fees, court costs and/or arbitration or other dispute resolution costs)
arising out of or related to its failure to provide the public records to the City under
this Contract.
18.Miscellaneous. This Agreement contains the entire agreement between the
parties; cannot be modified except in writing and signed by the parties; shall be
binding on the parties and their legal representatives, successors, and assigns. If
any provision of this Agreement is held to be invalid,then the remaining provisions
shall remain in full force and effect. This Agreement may be executed in
counterparts in the same form and such parts so executed shall together form one
original document and be read and construed as if one copy of the Agreement had
been executed.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
OXCART PERMIT SYSTEMS, LLC. THE UNITED CITY OF YORKVILLE
BaRr
BY: BRYCE B R-- - BY: BIAS OLSON
TI O/MEMBER TITL : CITY ADMINISTRATOR
DATE: G� v /l,L� DATE: 3 12 y I'Lo2_0
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EXHIBIT 1
Service Level Agreement
Oxcart will use commercially reasonable efforts to make the Service available 24 hours a
day, 7 days a week. Down time is defined as the period of time over which the City
and/or Customers is unable to access the Service due to a failure of Oxcart's application.
Scheduled maintenance will be performed from time to time as determined by written and
available Oxcart policy which may result in the Application being inaccessible to the City
and/or Customers. Such scheduled maintenance activates are not considered down time.
Care will be taken to minimize impact to the Service during normal business hours,
considered as Monday through Friday 7:00 AM to 6:00 PM Central Standard Time.
Information regarding the approval, denial, or approval with pre-programmed conditions
of a new automated permit application will be sent by Oxcart to the Customer via email
within one (1) hour of submittal of the Application. Non-automated permit applications will
be sent by Oxcart to the City for review by the City via email within four (4) hours of
submission by the Customer within the Application. Upon the City providing Oxcart
information regarding the approval, denial, or approval with conditions of the
nonautomated permit, Oxcart will provide said information to the Customer via email
within four(4) hours.
The following items or situations are exempt from the availability service level
commitment:
• Down time resulting from issues with the City's and/or Customer's networks,
hardware, or software.
• All internet connectivity and infrastructure issues/failures not attributable to
Oxcart's facilities or equipment.
• Service or availability issues related to malicious behavior by the City or any of its
employees, agents or Customers.
• Attacks by third parties (hacks, viruses, etc.) provided that Oxcart has made all
reasonable efforts to defend against such attacks.
• Events of force majeure, including acts of war, earthquake, flood, acts of God, etc.
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