Resolution 2023-22Resolution No. 2023-22
A RESOLUTION OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS
DISSOLVING OF THE GOVITC CONSORTIUM
WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City") is a duly
organized 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, the City is a Member of the GovITC Consortium (the "Consortium"), an
organization dedicated to information technology collaboration amongst governmental entities;
and,
WHEREAS, the Consortium's bylaws provide for the dissolution of the Consortium
under certain conditions, including but not limited to an affirmative two-thirds (2/3) vote of the
entire Board; and,
WHEREAS, the Mayor and City Council (the "Corporate Authorities") find that
circumstances warrant dissolution of the Consortium in accordance with the provisions set forth
in the Consortium's bylaws.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, as follows:
Section 1. The Mayor and City Council hereby approve the dissolution of the GovITC
Consortium, in accordance with the Consortium's bylaws.
Section 2. In the event of dissolution, the City hereby directs the Consortium's Board to
establish and execute procedures necessary to effect the dissolution promptly, in accordance with
Section XIII of the Consortium's bylaws.
Section 3. The Corporate Authorities acknowledge that, upon dissolution, the remaining
shared assets of the Consortium should be distributed among the then -existing Members in
accordance with Section XIII of the Consortium's bylaws.
Section 4. The Corporate Authorities recognize its responsibility, in the event of
dissolution, to transition software and other shared assets in the name of the Consortium to its
own organization and make its information technology support backbone ready to accept the data
volume and transfer of shared assets, per the Consortium's bylaws.
Resolution No. 2023-22
Page 1
Section 5. This Resolution shall be in full force and effect upon its passage and approval
as provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
271h day of June, A.D. 2023.
1 & I j
OCLERK
KEN KOCH AYE DAN TRANSIER AYE
ARDEN JOE PLOCHER
AYE
CRAIG SOLING
AYE
CHRIS FUNKHOUSER
AYE
MATT MAREK
AYE
SEAVER TARULIS
AYE
RUSTY CORNEILS
AYE
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois
this day of _;I-u y11L , A.D. 2023.
MAYOR
Attest:
Resolution No. 2023-22
Page 2
PROPOSAL I United City of Yorkville, Illinois
01 Managed IT & Security
Services
June 1, 2023
rOA"
INTERDEV
IT I Security I GIS
TABLE OF CONTENTS
ITServices..................................................................................... ...... 3-9
Advanced Security Services................................................................................ 10-12
PriceProposal.............................................................................................. 13-15
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INTERDEV SERVICE CATALOG
The following tables indicate the services included in InterDev's standard managed support services.
END USER SERVICES
Service functions that directly involve the support of the client End laser. These services focus primarily on
desktop hardware, application, training, monitoring, and management support. Inclusive of all work to
be performed during normal business hours. Patch management and updates will be performed on a
scheduled basis during a maintenance window. Service metrics to be measured will be specified in the
client's agreement(s) that will cover this service.
SERVICE NAME DESCRIPTION
Provides in -person support for individual
Desktop Support business users regarding end -user
technology (hardware or applications)
Helping employees troubleshoot
Application Support application errors or malfunctions (On-
premise/Hosted/ Cloud)
Mobile Device Support Provides support for individual business
users regarding mobile device
technology (hardware or applications)
FEATURES
Onsite support for server
& peripheral hardware
Remote hardware support
Incident Management
Problem Management
Remote application support
On -site application support
Incident Management
Problem Management
Remote application and hardware support
On -site application and hardware support
Standard management and administration Version Control
Lifecycle Management of end user hardware and applications (On- Asset Management
premise/Hosted/Cloud) License Management
Change Management
Patch and Firmware management of all
Windows Updates
Patch Management end user desktop hardware and
Firmware Updates
applications (On- premise/Hosted/Claud)
Third Party Applications Updates
Proactive and reactive monitoring of
Device Monitoring
Monitoring end user desktop hardware and
Limited Application Monitoring
applications (On-
premise/Hosted/Cloud)
Request non-standard software
Supply employees with necessary up -to-
Procure/order new software
nstall and upgrade
Software Provisioning date software forthem to work
standardized desktop
software
I nterDev
Page 14
DATA CENTER SERVICES
Service functions that directly involve the support of the data center operations and infrastructure.
These services focus primarily on server and storage hardware, applications, monitoring, and
management support. Inclusive of all work to be performed during normal business hours. Patch
management and updates will be performed on a scheduled basis during a maintenance window.
Service metrics to be measured will be specified in the client's agreement(s) that will cover this service.
SERVICE NAME DESCRIPTION
Provides in -person support for server and
Server and Storage storage hardware regording end -user
Hardware Support technology (On-premise/Hosted/Cloud
Server and Storage Troubleshoot application errors or
Application Support malfunctions (On-premise/Hosted/Cloud)
Standard management and administration of
Lifecycle Management enterprise applications, server and storage
hardware (On-premise/Hosted/Cloud)
Patch and Firmware management of all end
user desktop hardware and applications (On-
PatchManagementpremise/Hosted/Cloud)
Proactive and reactive monitoring of server
and storage related hardware and
Monitoring applications (On- premise/Hosted/Cloud)
Management and monitoring of all data
backup and recovery systems. Includes any
Data Backup and Recovery Data Backup and Disaster Recovery Policies
Management and practices (On-premise/Hosted/Cloud)
Facilities Management Management and support of all data center
Support facilities related infrastructure
Hardware and Software Supply employees with necessary up-to-date
Provisioning software and hardware for them to work
InterDev
FEATURES
■ Remote hardware support
• On0o support for server &
peripheral hardware
■ Incident Management
■ Problem Management
• On -site application support
• Remote application support
• Incident Management
• Problem Management
• Asset Management
• Version Control
• License Management
• Change Management
• Hypervisor Updates
• Windows Updates
• Firmware Updates
• Third Party Applications Updates
• Device Monitoring
• Application Monitoring
• On -premise data backup management
• Cloud doto backup management
• Data backup application
support (on- premise or
cloud)
• Disaster Recovery application
support (on- premise or cloud(
• Access Control System Management
• Power Systems Management and Monitoring
• Cable Infrastructure Management
• Environmental Control Systems
Management and Monitoring
• Request non-standard software
• Procure/order new software
• [nstoll and upgrade
standardized desktop software
Page 15
NETWORK SERVICES
Service functions that directly involve the support of the network operations and infrastructure.
These services focus primarily on network hardware, applications, monitoring, and management
support. Inclusive of all work to be performed during normal business hours. Patch management
and updates will be performed on a scheduled basis during a maintenance window. Service
metrics to be measured will be specified in the client's agreement(s) that will cover this service.
SERVICE NAME DESCRIPTION
Provides in -person support for network
Network Hardware hardware regarding network and
Support telecommunication technology
Network Application Troubleshoot network application errors or
Support malfunctions
Standard management and
Lifecycle Management administration of enterprise -wide
network hardware and applications
Patch Management Patch and Firmware management of all
network related hardware and
applications
Monitoring Proactive and reactive monitoring of
network related hardware and
applications
FEATURES
Onsite support for server & peripheral
hardware
Remote hardware support
Incident Management
Problem Management
Remote application support
On -site application support
Incident Management
Problem Management
Version Control
Asset Management
License Management
Change Management
10S Updates
Firmware Updates
Third Party Applications Updates
Device Monitoring
Limited Application Monitoring
Access Control System Management
Facilities Management Management and support of all data center Power Systems Management and
Support facilities related infrastructure Monitoring
Cable Infrastructure Management
Environmenfai Control Systems
Management and Monitoring
Interil
Page 16
SECURITY SERVICES
Service functions that directly involve the support of the security team. These services focus primarily on
security hardware, applications, monitoring, and management support. Inclusive of all work to be
performed during normal business hours. Patch management and updates will be performed on a
scheduled basis during a maintenance window. Service metrics to be measured will be specified in the
client's agreement(s) that will cover this service.
SERVICE NAME
Security Support
DESCRIPTION
Security Engineer(s)
Security Analyst(s)
Includes ensuring all appropriate services are
Firewoll Management enabled and configured, rules are configured
in accordance with best practice, and
performing regular backups of configuration
Anti -Virus Management
and Support
Lifecycle Management
Patch Management
Email Security
Management
InterDev
FEATURES
Remote Support
Incident Management
Problem Management
Remote support
On -site support
Incident Management
Problem Management
Configuration, Management, and monitoring Remote application support
of Anti -Virus / Endpoint Protection Platform to On -site application support
include ensuring complete coverageofAV/EPP Incident Management
in the environment Problem Management
Administrative management of security related
hardware and software specific to product
Lifecycle
Patch and Firmwore management of all
security related hardware and applications
Configuration, management, and monitoring of
email security platform.
Version Control
Asset Management
License Management
Change Management
operating System Updates
Firmware Updates
Third Party Application Updates
Remote support
On -site support
Incident Management
Problem Management
Page 1 7
Staff Availability and Support Services Response
SUPPORT SERVICES RESPONSE
InterDev's ITIL based support structure for all support services is guided by our customer specific Service
Level Agreements (SLAB) that are developed prior to the client onboardjng process. InterDev will provide
Yorkville with 24x7 support options that include our basic and advanced monitoring services.
Service Levels and ResponseTimes
InterDev will work with Yorkville to determine the most appropriate levels of support for each category
of incident. This process will ensure InterDev's response is in sync with Yorkville's expectations, business
needs, and budgets. Defined SLAB are only valid during normal business hours, which are 8 AM to 5 PM
CST Monday through Friday, unless otherwise agreed upon by InterDev and the client.
Urgency + Impact = Priority
An Incident's priority is determined by assessing its impact and urgency, where:
• Urgency is a measure of how quickly a resolution of the Incident is required
• Impact is a measure of the extent of the Incident and of the potential damage caused by the
Incident before it can be resolved.
.Incident Urgency (Categories of Urgency)
SERVICE NAIVE DESCRIPTION
The damage caused by the Incident increases rapidly.
High (H) Work that cannot be completed by staff is highly time sensitive.
A minor Incident can be prevented from becoming a major Incident by acting
immediately.
Several users with VIP status are affected.
Medium (M) The damage caused by the Incident increases considerably over time.
A single user with VIP status is affected.
Low (L) The damage caused by the Incident only marginally increases over time.
Work that cannot be completed by staff is not time sensitive.
Incident Impact (Categories ofimpact)
InterDev
SERVICE NAME DESCRIPTION
Many staff are affected and/or not able to do their job.
High (H) Many customers are affected and/or acutely disadvantaged in some way.
The damage to the reputation of the business is likely to be high_
Someone has been injured.
A moderate number of staff are affected and/or not able to do theirjob properly.
Medium (M) A moderate number of customers are affected and/or inconvenienced in some way.
The damage to the reputation of the business is likely to be moderate
A minimal number of staff (single user incidents) are affected and/or able to deliver an
Low (L) acceptable service but this requires extra effort.
A minimal number of customers are affected and/or inconvenienced but not in a
significant way.
The damage to the reputation of the business is likely to be minimal.
Page 18
efiit structure increases our efficiency and effectiveness of dispatching tickets an
getting them resolved in a timely manner. It also helps to set the city staff's expectations for when
they can anticipate their incident or service requests to be filled. These levels can be modified if
higher response levels are necessary for certain United City of services (i.e. Police, Fire,
Emergency Operations.)
The finalized Priority Matrix for each Service Level or SLA layer would resemble the draft version
below. The city's actual SLA's will be determined jointly between Yorkville and InterDev.
IMPACT
H
M
H
I
2
T
U
d M
2
3
as
D
L
3
4
TARGET RESPONSE
PRIORITY CODE
DESCRIPTION
TIME
I
critical
30 Minutes
2
High
1 Hour
3
Medium
4 Hours
4
Low
8 Hours
5
Very Low
1 Day
L
3
4
5
TARGET RESOLUTION
TIME
i Hour
8 Hours
24 Hours
48 Hours
1 week
After Hours & Emergency5ervices
With our experience supporting municipalities we understand that local governments are
24x7 operations. InterDev will provide 24x7 support to Yorkville that will include after-hours
emergency support that gets routed to our support call center. For after-hours support end
users can submit emails or call a dedicated support number. In the case the primary
technician cannot be contacted, the support call will be escalated a backup technician
and then to a manager.
InterDev Page 19
Advanced
Security
Services
InterDev Page 1 10
Advanced Security Services
Security has become an integral, necessary component of any organization. It no longer matters if you
are a commercial entity or a public service organization, if you are large or small; security is a necessary
part of conducting business. We believe that a well -constructed, layered defense, that is fully integrated
into your systems and processes will serve as an enabler for your organization.
Conducting regular assessments, continually analyzing vulnerabilities, and testing those systems are critical
components to any security program. Built specifically for these types of opportunities, InferDev has
garnered a regional reputation for providing solutions -focused and industry leading managed IT
services.
InterDev's deliberate approach to comprehensive IT solutions for government has prepared us to
implement a strategy that will provide Yorkville with the following benefits:
A. INCREASED OPERATING
B. INCREASED
C. INCREASED FOCUSON
EFFICIENCY
OPPORTUNITIES FOR
HUMAN CAPITAL
•
Will include increased
Extensive experience working
Includes developed
capacity via an in-
with municipalities foreduce
security services to benefit
house IT team of
professionals
costs and to become more
the city and the
efficient
community
Reduced workload on
InferDev's professional IT
Aims to support
in-house resources
assessment provides critical
Yorkville to improve
data from your servers, PC
the function of the
workstations, laptops, network
United City of and
printers, cell phone, and
the lives of residents
camera systems to benefit the
city.
Increases a focus on
Provide critical data for
Includes management of
compliance
increasing equipment and
services to reduce security
product utilization, efficiency,
vulnerabilities, provide
and security of the United
routine maintenance, and
City of Yorkville's
monitor overall
environment.
infrastructure in developing
an Information security
framework
Increases the accuracy
No lost time due to system
Security Program
and vigilance around
being unavailable. Reduced
specificallyfor the
identifying and
loss of time for minor
United City of
addressing malware
incidents. Reduction in brand
Yorkville.
events
damage due to ransomware.
InterDev Page 1 11
InterDev Security Stack
Security Essentials - InterDev's proposed security package of products and services represents what we
consider the absolute minimum level of security and risk management required for the United City of
Yorkville. Our security stack will provide the city with a cost-effective set of security tools and represents
what we would consider the minimum amount of due care to meet basic cyber-hygiene. The proposed
security stack will include the following:
Patch Management - InterDev uses Ninja RMM as our system monitoring and patch management tool.
InterDev will configure the patch management policies in concert with the client to find a balance
between rapid deployment of critical patches with the least disruption to operations. Patch management
includes operating system patches and a library of common third -party applications such as Googie
Chrome, Mozilla Firefox, Adobe, etc. Ninjo also has the capability to provide image backups of servers
and workstations as well as data backup capabilities.
Endpoint Detection and Response (EDR) - We have partnered with SentinelOne to provide an enterprise -
grade, lightweight and highly effective endpoint protection platform with our high security configuration.
This product is backed by a cybersecurity insurance product. We have witnessed this product stop
browser -based web attacks in near real time. This is the security team's go -to tool when performing
incident response to ensure an environment is fully protected. This offering comes in two variations to fit
any budget.
Active Threat Hunting - InterDev has partnered with Huntress Labs to provide an active threat hunting
agent that can find persistence mechanisms that anti -virus may not detect. It also provides external
visibility for any exposed network ports that may present a risk and ransomware canaries that serve as an
early warning that an individual system may be under attack. These canaries also act as a thumbprint if
a breach ever occurs, we can use the canary to trace it back and determine what data may have been
exfiitrated.
Email Security - Provided by Barracuda networks and hardened by our security team, this platform
ensures that malicious email does not reach your users' mailbox. For our Office 365 customers, we also
leverage Barracuda's Sentinel platform that leverages a behavior -based Al engine to prevent account
take-over, auto-remediate phishing attempts and prevent domain spoofing.
Multi -Factor Authentication (MFA) - InterDev uses Duo Security for our three multi -factor authentication
offerings. Duo MFA as a base offering, Duo Access for organizations requiring more granular control and
conditional access, and Duo Beyond for those requiring much greater control over endpoints. Duo is
completely cloud -based, easy to use and offers several methods for authentication.
Secure Internet Gateway and DNS -Based Protections - Cisco Umbrella's Secure Internet Gateway
(SIG) and DNS filtering is one of the best strategies in defending against malware and protecting your
assets as it detects potential malicious activity prior to the connection being established. It provides this
protection whether on or off network and extends on -premises security and web filtering to your
workforce, no matter where they are. The platform also provides visibility and control over risky
applications as well as security scanning of your cloud environments.
Dark Web Monitoring - Using Kaseya's DarkWeb ID platform, the security team monitors and is alerted
when your credentials are found on the DarkWeb allowing us to take pre-emptive action to protect
against account compromise.
Password Manager - Credential harvesting an account compromise continues to be one of the most
common methods for breach. Using a password manager can help users better manage their credentials
without the need for memorization or the use of risky password files. Using a password managerwill reduce
potential exposure by instilling good password habits for your users.
InterDev
Page j 12
r i c e
I-roposal
INTERDEV PRICING
SERVICE CATEGORIES MONTHLY
Onsite/Hybrid - Systems Engineer 1I $9,263
Onsite/Hybrid - Systems Engineer 111 $934
Remote Help Desk & Centralized Support $4,973
Security Services $1,706
vC10 (Virtual Chief Information Officer) $1,422
MONTHLY TOTAL $18,298
ANNUAL TOTAL $219,576
N otes:
*The cost for the Security Services are for base services only. Software licensing and administration
is priced separately depending upon options chosen.
Pricing Adjustment "True Up" Schedule - The IT Services fees are based off a per user and per
device charge, which lnterDev will perform a" true up" or adjustment of quarterly. The" true up"
will adjust billing for the next quarter based on the total number of confirmed users by the city.
The United City of Yorkville will only pay for the number of users that are active at the tirne of the"
true up". if there is an increase in user count from the previous" true up" lnterDev will only bill the
city the difference for the last 30 days of services. Current pricing is based on 105 users.
Annual Escalator: Up to a 5% escalator shall be applied upon the agreement anniversary
InterDev
Page 1 14
INTERDEV PROJECT STANDARDS
InterDev will consider any non -base services and/or tasks as a project that will be billed per the rate card
within the proposal. All projects will be completed on a best effort basis as submitted by the client with
an agreed upon schedule. Break Fix items do not constitute a project if the item is covered under the
contracted base services.
InterDev will provide the following items below when engaging with the clients on any projects.
• Statement of work - Will contain a detailed list of what work will be completed with an
overall estimate of hours of work and any overall cost estimates known or required in
order to start the project process.
• Project Plan -This is a list of major milestones with estimated dates or span of time that
constitute the whole of the project.
• Stakeholder Document - Will contain the list of approvers for each portion of the
project. This could be financial approvers and/or timing or outage approvers.
• Project supporting documents -On an as needed basis, the project must be documented
in order to provide knowledge transfer for ongoing support. Diagrams, Serial numbers,
circuit ID's, and others will be placed here to formalize the project completion.
• Project closing - This will be a signed document certifying the approved completion of the
project.
Projects requiring InterDev billing tracking: These must be approved by the Director and client,
along with being tracked to document hours worked. This process is documented in a separate
document stared by InterDev and maintained by InterDev but can be given to the client upon
request.
PROJECT RESOURCES RATES
CIO/cISO
$250.00
Systems/Network Engineer III
$225.00
Systems/Network Engineer fl
$200.00
Systems/Network Engineer i
$175.00
Security Engineer
$225.00
Project Management
$175.00
GIS Analyst
$175,00
InterDev
Page 1 15
DRAFT 06/16/23
PROFESSIONAL SERVICES AGREEMENT
FOR INFORMATION TECHNOLOGY SERVICES
BETWEEN THE UNITED CITY OF YORKVILLE AND
InterDev, LLC.
THIS AGREEMENT (the "Agreement"), dated this day of June, 2023, is entered into
by and between the United City of Yorkville (the "City"), an Illinois municipal corporation, and
InterDev, LLC, a Georgia limited liability company with offices located at 900 Holcomb Bridge
Parkway, Roswell, GA (the "Consultant") (collectively, the City and Consultant are the "Parties").
RECITALS
WHEREAS, the City seeks a consultant to perform in part or in whole converged
information technology services as detailed in the request for proposals (the "RFP") released by
the GovIT Consortium, (the "Services");
WHEREAS, the City is a member of the GovIT Consortium; and
WHEREAS, the Consultant submitted an acceptable proposal to provide the Services; and
WHEREAS, the City wishes to enter into a contract with the Consultant to authorize the
Consultant to provide the Services; and
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Consultant agree as follows:
SECTION 1. AGREEMENT DOCUMENTS
The Agreement Documents, which constitute the entire agreement between the City and the
Consultant, are:
A. Consultant Proposal (Exhibit A)
B. This Agreement and all exhibits thereto.
These documents are collectively referred to herein as the "Agreement Documents". In the event
of a conflict between this (i) Agreement and its exhibits or (ii) this Agreement and the RFP, the
provisions of this Agreement shall control.
SECTION 2. SCOPE OF WORK (SOW)
The Consultant agrees to provide the Services in accordance with the Agreement Documents, and
as reasonably required in accordance with direction provided by City management at the time
when, and at the place where, the Services are performed.
SECTION 3. TERM; TERMINATION
DRAFT 06/16/23
The initial term of this Agreement shall commence on July 1, 2023 and remain in effect through
June 30, 2026 (the "Initial Term"). The initial term of this Agreement is 3 years and may be
extended by successive 2-year periods or for any other period as mutually agreed to by the Parties
in writing (each, a "Renewal Term" and, with the Initial Term, the "Term") prior to the expiration
of the then -current Term.
For any term beyond the Initial Term, this Agreement is contingent on the appropriation of
sufficient funds; no charges shall be assessed for failure of the City to appropriate funds in future
contract years.
After the conclusion of each 12-month period the Consultant may request an increase in the
contract amount for the next 12-months. The request shall be made in writing and negotiated
with the City no less than 30-days prior to implementation of the increase. Said increases shall
be limited to no more than five percent.
The City and the Consultant reserves the right to terminate this Agreement, or any part of hereof
upon one hundred twenty days' written notice, with or without cause. In case of such termination,
Consultant shall be entitled to receive payment from the City for work completed up to and
including the date of termination in accordance with the terms and conditions of the Agreement
Documents.
In the event the City elects to exercise its option for the Renewal Term, it shall provide written
notice to the Consultant no less than thirty days before the expiration of the then current Term.
SECTION 4. RECORDS AUDIT
Upon written request of the City, but not more than once a year, Consultant shall provide the City
with access to all of Consultant's records related to performance of this Agreement. The City
agrees to keep confidential any and all such information to which it is provided access to the extent
allowed by law.
SECTION 5. INDEMNIFICATION
The Consultant agrees to indemnify, save harmless and defend the City and its elected and
appointed officials, employees, agents, consultants, attorneys and representatives and each of them
against, and hold it and them harmless from, any and all lawsuits, claims, injuries, demands,
investigations, liabilities, losses, and expenses; including court costs and reasonable attorney's
fees, including fees and costs related to any appeal, for or on account of any injury to any person,
or any death at any time resulting from such injury, or any damage to property, which may arise
or which may be alleged to have arisen out of, or in connection with the Services to the extent
caused by actions of the consultant. The obligations of the Consultant under this provision shall
not be limited by the limits of any applicable insurance required of the Consultant.
SECTION 6. INSURANCE
The Consultant shall maintain for the duration of the contract, including warranty period, insurance
purchased from a company or companies lawfully authorized to do business in the state of Illinois
2
DRAFT 06/16/23
and having a rating of at least A -minus and a class size of at least X as rated by A.M. Best Ratings.
Such insurance as will protect the Consultant from claims set forth below which may arise out of or
result from the Consultant's operations under this Agreement and for which the Consultant may be
legally liable, whether such operations be by the Consultant or by a subcontractor or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts any of them may be
liable. Consultant shall cause each subconsultant to purchase and maintain insurance of the type
specified below. When requested by the City, Consultant shall furnish copies of certificates of
insurance evidencing coverage for each subconsultant.
6.1 Workers' Compensation Insurance covering all liability of the Consultant arising under
the Workers' Compensation Act and Occupational Diseases Act; limits of liability not less than
statutory requirements.
6.2 Employers Liability covering all liability of consultant as employer, with limits not less
than: $1,000,000 per injury — per occurrence; $500,000 per disease — per employee; and
$1,000,000 per disease —policy limit.
6.3 Comprehensive General Liability in a broad form on an occurrence basis, to include but
not be limited to, coverage for the following where exposure exists; Premises/Operations,
Contractual Liability, Products/Completed Operations for 2 years following final payment,
Independent Contractor's coverage to respond to claims for damages because of bodily injury,
sickness or disease, or death of any person other than the Consultant's employees as well as claims
for damages insured by usual personal injury liability coverage which are sustained (1) by a person
as a result of an offense directly or indirectly related to employment of such person by the
Consultant, or (2) by another person and claims for damages, other than to the Work itself, because
of injury to or destruction of tangible property, including loss of use there from; Broad Form
Property Damage Endorsement;
General Aggregate Limit $ 2,000,000
Each Occurrence Limit $ 1,000,000
6.4 Automobile Liability Insurance shall be maintained to respond to claims for damages
because of bodily injury, death of a person or property damage arising out of ownership,
maintenance or use of a motor vehicle. This policy shall be written to cover any auto whether
owned, leased, hired, or borrowed in an amount of at least $1,000,000,
6.5 Professional Liability Insurance shall be maintained to respond to claims for damages
due to the Consultant's errors and omissions.
Errors and Omissions $1,000,000 per occurrence; $2,000,000 aggregate
6.6 Consultant agrees that with respect to the above required insurance:
6.6.1 The CGL policy shall be endorsed for the general aggregate to apply on a "per
Project" basis;
DRAFT 06/16/23
6.6.2 To provide separate endorsements: to name the United City of Yorkville as
additional insured as their interest may appear, and; to provide thirty days' notice, in
writing, of cancellation or material change.
6.6.3 The Consultant's insurance shall be primary in the event of a claim. Any insurance
or self-insurance maintained by the City, its officers, officials, employees, or volunteers
shall be excess of the Consultant insurance and shall not contribute with it.
6.6.4 The City shall be provided with Certificates of Insurance and endorsements
evidencing the above required insurance, prior to commencement of this Contract and
thereafter with certificates evidencing renewals or replacements of said policies of
insurance at least thirty days prior to the expiration of cancellation of any such policies.
Said Notices and Certificates of Insurance shall be provided to: United City of Yorkville
Attn: City Administrator, 651 Prairie Pointe Drive, Yorkville, IL, 60560.
6.6.5 A Certificate of Insurance that states the City of Yorkville has been endorsed as
an "additional insured" on a non-contributory basis by the Consultant's insurance carrier.
Specifically, this Certificate must include the following language: "The United City of
Yorkville, and their respective elected and appointed officials, employees, agents,
consultants, attorneys and representatives, are, and have been endorsed, as an
additional insured under the above reference policy number on a primary
and non-contributory basis for general liability and automobile liability coverage for
the duration of the contract term."
6.6.6 All insurance provided by Consultant shall provide that the insurance shall apply
separately to each insured against whom a claim is made or a suit is brought, except with
respect to the limits of the insurer's liability.
6.7 Failure to Comply: In the event the Consultant fails to obtain or maintain any insurance
coverages required under this agreement, the City may purchase such insurance coverages and
charge the expense thereof to the Consultant.
SECTION 7. INVOICES AND PAYMENTS
The Consultant shall submit detailed invoices for services, including the number of hours worked
per week and a description of work performed during that time. No allowances shall be made for
expenses other than those identified herein without prior approval. Payment from the City shall
be made in accordance with the Illinois Local Government Prompt Payment Act, 50 1LCS 50511,
et seq.
SECTION S. AGREEMENT PRICE
The City agrees to pay the Consultant in accordance with the Agreement Documents in an annual
estimated amount as defined below, without written approval, inclusive of all services and
reimbursable expenses as identified herein.
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Pricing is based upon 105 users at $174.27/user/month. The 12-month estimated expense is
$219,576 and does not include anti -virus software licensing. The number of users shall be trued
up quarterly and resulting monthly fee adjusted for the next quarter based upon the total number
of confirmed users. Any change in the number of users will be applied retroactively no more than
30-days.
Services and Project Resource Rates shall be subject to an annual escalation rate which shall not
exceed 5% ("Escalation Percentage") for each subsequent year of the Agreement.
The City agrees to pay the Consultant the sums as indicated below for additional services upon
written direction of the City:
I . Special Projects — Hours, scope and rate to be negotiated and agreed upon in writing
by the Parties in advance of the work and a signed scope of work signed prior to
commencing work.
SECTION 9. JURISDICTION, VENUE, CHOICE OF LAW
This Agreement shall be construed under and governed by the laws of the State of Illinois, and the
exclusive jurisdiction and venue for all claims and controversies arising hereunder shall be the
Circuit Court of Kendall County, Illinois.
SECTION 10. INDEPENDENT CONTRACTOR
The Consultant is an independent contractor, and neither the Consultant, nor any employee or
agent thereof, shall be deemed for any reason to be an employee or agent of the City.
SECTION 11. CONSULTANT REPRESENTATIONS
Consultant hereby represents and warrants as follows:
A. It is a company which is validly existing and duly authorized to do business under
the laws of the State of Illinois, with power and authority to conduct its business as
currently conducted and as contemplated by this Agreement.
B. All necessary corporate, regulatory, or other similar action has been taken to
authorize and empower Consultant to execute, deliver and perform this Agreement. The
person(s) executing this Agreement on behalf of Consultant is duly authorized to do so and
this Agreement is a legal, valid and binding obligation of each and all of the owners,
shareholders, officers, managers, partners or members of Consultant, enforceable against
them in accordance with its terms, subject to bankruptcy, equitable principles and laws
affecting creditor's rights generally.
C. Except only for those representations, statements or promises expressly contained
in the Agreement Documents, no representation, statement or promise, oral or in writing,
of any kind whatsoever by the City, its officials, agents, or employees has induced
Consultant to enter into this Agreement or has been relied upon by Consultant.
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D. No proceeding of any kind, including, but not limited to, litigation, arbitration,
judicial or administrative, is pending or threatened against or contemplated by Consultant
which would under any circumstance have any material adverse effect on the execution,
delivery, performance or enforceability of this Agreement. As of the date of execution of
this Agreement, Consultant has not received notice of, nor has a reasonable basis for
believing that Consultant or any of its members, shareholders, partners, associates, officers,
managers or employees are the subject of any criminal action, complaint or investigation
pertaining to any felony charge, or any civil action or claim predicated on alleged acts of
antitrust violations; business fraud; discrimination due to race, creed, color, disability,
gender, marital status, age, national origin, or religious affiliation.
E. This Agreement constitutes a valid, legal and binding obligation of Consultant, and
to the extent permissible by law, is enforceable against it in bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of creditors' rights
generally and to general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
F. Consultant shalt provide prompt notice to the City whenever any of the
representations or warranties contained herein ceases to be true or correct.
SECTION 12. ASSIGNMENT
The Consultant shall not assign any duties or performance under this Agreement without the
express written consent of the City.
SECTION 13. MODIFICATION
This Agreement may be amended or supplemented only by an instrument in writing executed by
both of the Parties.
SECTION 14. NO IMPLIED WAIVERS
The failure of either party to this Agreement at any time to require performance by the other party
of any provision of this Agreement shall not affect in any way the full right to require such
performance at any time thereafter. Nor shall the waiver of either party of a breach of any provision
of this Agreement be taken or held to be a waiver of the provision itself.
SECTION 15. OWNERSHIP OF DOCUMENTS
The City shall retain ownership of all work product and deliverables created by Consultant
pursuant to this Agreement.
SECTION 16. RECORDS AND INFORMATION
Consultant understands that it may receive or gain access to information that is confidential or
highly sensitive in nature and acknowledges that such information will be used only for the purpose
of fulfilling its obligations under the Agreement. Further, any output from this Agreement is to be
kept confidential and is for the sole use of the City. Consultant shall not reveal such information
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and/or output to other parties without the express written permission of the City. All records and
documents received by Consultant from the City shall remain the sole property of the City and all
such records, or exact copies thereof, shall be turned over intact to the City within ten (10) days of
the City's request.
SECTION 17. CONFIDENTIALITY
Confidential information shall include, without limitation:
A. All information that concerns the business affairs of the City including, without
limitation, financial information, and all other data, records, and proprietary information
involving the City's business operations;
B. Any information developed or created by Consultant in connection with the
services being rendered under this Agreement by Consultant; and
C. Any other information reasonably identified by the City as confidential; provided
however that confidential information shall not include the following:
i. Information known by, or generally available to the public at large through
no breach by Consultant of this Agreement;
ii. Any information given to Consultant by a third parry without continuing
restrictions on its use;
iii. Information disclosed by Consultant with the City's written approval; and
iv. Information required to be disclosed by law.
SECTION 18. FREEDOM OF INFORMATION ACT
As a contractor of the City, Consultant may be subject to certain records requests brought pursuant
to the Illinois Freedom of Information Act, 5 ILCS 140/1, et seq. (the "Act"). Consultant agrees
to fully and timely cooperate with the City to answer requests for records brought pursuant to the
Act for which Consultant may have records in its possession.
SECTION 19. NON -SOLICITATION, NON -HIRE
The City agrees that during the tern of this Agreement and for a period of 1 year following the
termination of this Agreement, the City shall not directly or indirectly solicit, recruit, or hire any
employees or contractors of the Consultant without the express written consent of the Consultant.
In the event that the City breaches the non -solicitation clause stated above and hires an employee
or contractor of the Consultant without obtaining the Consultant's prior written consent, the City
agrees to pay a recruiting fee to the Consultant. The recruiting fee shall be equal to 30% of the
hired employee's or contractor's annual salary or the agreed -upon compensation package,
whichever is greater. This fee is payable within 30 days from the date of the employee's or
contractor's employment commencement with the City.
The City shall promptly notify the Consultant in writing upon extending an offer of employment
to any employee or contractor of the Consultant. The notification should include details of the
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employment offer, including the position, start date, compensation package, and any other
relevant terms.
This non -solicitation, non -hire clause and the associated recruiting fee shall apply to any
employee or contractor of the Consultant, whether introduced to the City by the Consultant or
identified independently by the City during the term of this Agreement and the 1 year following
its termination.
In the event that any provision of this non -solicitation, non -hire clause is found to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
SECTION 20. SEVERABILITY
If any part of this Agreement shall be held to be invalid for any reason, the remainder of this
Agreement shall be valid to the fullest extent permitted by law.
SECTION 21. NOTICES
Any notices or demands, which may be or are required, to be given by either party to the other
under this Agreement shall be in writing, and all notices, demands and payments required to be
given or made hereunder shall be given or made either: (a) by hand delivery; or (b) by United
States certified mail, postage prepaid addressed to the City or Consultant, respectively, at the
following addresses, or at such other place as the City or Consultant may from time to time
designate in writing:
If to the City:
The United City of Yorkville
651 Prairie Pointe Drive
Yorkville, IL 60560
Attn: City Administrator
If to the Consultant:
InterDev, LLC
900 Holcomb Woods Pkwy. Ste 100
Roswell, GA 30076
Attn: Chief Executive Officer
SECTION 22. MISCELLANEOUS
With a copy to:
Kathleen Field Orr & Associates
Attn: Kathleen Field Orr
2024 Hickory Road, STE 205
Homewood, IL 60430
With a copy to:
None
A. Consultant shall comply with all applicable laws, regulations, and rules promulgated by
any federal, state, county, municipal authorities and other governmental units or regulatory bodies
in effect during the performance of the Services. By way of example, the following are included
within the scope of the laws, regulations and rules referred to in this paragraph, but in no way to
operate as a limitation on the laws, regulations and rules with which Consultant must comply: all
forms of Workers Compensation Laws, all terms of the Equal Employment Opportunity Clause of
the Illinois Fair Employment Practices Commission, the Illinois Preference Act, the Social
Security Act, Statutes relating to contracts let by units of government, and all applicable Civil
Rights and Anti -Discrimination Laws and Regulations.
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B. This Agreement's recitals and all exhibits attached to this Agreement are, by this reference,
incorporated by reference into this Agreement.
IN WITNESS HEREOF, the undersigned have caused this Agreement to be executed in their
respective names on the dates hereinafter enumerated.
THE UNITED CITY OF YORKVILLE InterDev, LLC.
Bart Olson
City Administrator
Date
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Gary Nichols Date- 4n 07.1415:14:16
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Gary Nichols
CEO
Date
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EXHIBIT A
CONSULTANT PROPOSAL
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