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R-21-24 Approving a Renewal of a Service Provider Contract With Municipal GIS Partners, Inc. for a Geographic Information SystemLLAGE OF VV 19MONT 418 Main Street I Lemont, IL 60439 TO: Village Board Meeting FROM: Jason Berry, Community Development THROUGH: SUBJECT: A Resolution Approving a Renewal of a Service Provider Contract With Municipal GIS Partners, Inc. for a Geographic Information System DATE: April 8, 2024 SUMMARY/BACKGROUND Municipal GIS Partners (MGP) has provided web -based mapping services for the Village since 2022. The attached agreement is for their services in the upcoming fiscal year. ANALYSIS Consistency with Village Policy STAFF RECOMMENDATION Approve the Resolution. BOARD ACTION REQUESTED Motion to Approve the Resolution. ATTACHMENTS A Resolution Approving a Renewal of a Service Provider Contract With Municipal GIS Partners, Inc. for a Geographic Information System VILLAGE OF LEMONT RESOLUTION NUMBER R- 1 -24 A RESOLUTION APPROVING A RENEWAL OF A SERVICE PROVIDER CONTRACT WITH MUNICIPAL GIS PARTNERS, INC. FOR A GEOGRAPHIC INFORMATION SYSTEM (GIS SERVICES) JOHN EGOFSKE, Village President CHARLENE M. SMOLLEN, Clerk JANELLE KITTRIDGE DAVE MAHER KEN MCCLAFFERTY KEVIN SHAUGHNESSY RICK SNIEGOWSKI RON STAPLETON Trustees 41-5 Published in pamphlet form by authority of the Village President and Board of Trustees of the Village of Lemont on 1-= 2024 RESOLUTION NO. R- Z I -24 A RESOLUTION APPROVING A RENEWAL OF A SERVICE PROVIDER CONTRACT WITH MUNICIPAL GIS PARTNERS, INC. FOR A GEOGRAPHIC INFORMATION SYSTEM (GIS SERVICES) WHEREAS, the Village of Lemont, Counties of Cook, Will and DuPage, Illinois ("Village") is a municipality in the state of Illinois with full powers to enact ordinances and adopt resolutions for the benefit of the residents of the Village; and WHEREAS, on June 12, 2023 the President and Board of Trustees adopted Resolution No. R-41-23 approving a contract with Municipal GIS Partners, Inc. said agreement having a term on one (1) year; and WHEREAS, the President and Board of Trustees have determined that the renewal of the contract is in the best interest of the Village and will serve a corporate purpose. NOW THEREFORE, be it resolved by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will County, Illinois as follows: SECTION 1: The recitals set forth above are incorporated herein by reference and made a part hereof. SECTION 2: Subject to the attorney review, renewal of the agreement with Municipal GIS Partners, Inc. is hereby approved and authorized in substantially the same form as Exhibit A attached hereto and incorporated herein by reference. 2 SECTION 3: The Village President or his designee is authorized to execute the Agreement. SECTION 4: If any section, paragraph, clause or provision of this resolution shall be held invalid, the invalidity thereof shall not affect any of the other provisions of this resolution. SECTION 5: All resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 6: This resolution shall be in full force and effect from and after its passage, approval and publication as provided by law. 3 ADOPTED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLA E OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, ON THIS D DAY OF M*T�Cn 2024. .Agri I PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN: Janelle Kittridge " Dave Maher I Ken McClafferty Kevin Shaughnessy Rick Sniegowski Ron Stapleton Attest: G� OF �F v 4 Z -tA /`t1N0\% 11 Jo n Egofske, Village President SERVICE PROVIDER CONTRACT This contract (this "Contract") made and entered into this 1 sc day of May, 2024 (the "Effective Date"), by and between the CLIENT NAME an Illinois agency (hereinafter referred to as the "Client"), and Municipal GIS Partners, Incorporated, 701 Lee Street, Suite 1020, Des Plaines, Illinois 60016 (hereinafter referred to as the "Consultant"). WHEREAS, the Consultant desires to provide professional staffing resource support services as more fully described herein (the "Services") in connection with the Client's geographical information system ("GIS"); WHEREAS, the Client desires to engage the Consultant to provide the Services on the terms set forth herein; and WHEREAS, the Consultant hereby represents itself to be in compliance with Illinois statutes relating to professional registration applicable to individuals performing the Services hereunder and has the necessary expertise and experience to furnish the Services upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the promises hereinafter set forth, it is hereby agreed by and between the Client and the Consultant that: SECTION 1 SCOPE OF SERVICES 1.1 Statement of Work. This Contract contains the basic terms and conditions that will govern the overall relationship between the Consultant and the Client. The Consultant will provide the Services described in the statement of work attached hereto as Attachment 1 ("Statement of Work"), which shall become a part of and subject to this Contract. 1.2 Supplemental Statements of Work. Any additional services to be performed by the Consultant may be added to this Contract after the Effective Date by the mutual agreement of the parties, which agreement will be evidenced by mutual execution of a Supplemental Statement of Work which shall also be subject to the terms and conditions set forth in this Contract. 1.3 Additional Compensation. If the Consultant wishes to make a claim for additional compensation as a result of action taken by the Client, the Consultant shall give written notice of its claim within fifteen (15) days after occurrence of such action. Regardless of the decision of the Client Manager relative to a claim submitted by the Consultant, all work required under this Contract as determined by the Client Manager shall proceed without interruption. 1.4 Contract Governs. If there is a conflict between the terms of this Contract and the Statement of Work or any Supplemental Statement of Work, unless otherwise specified in such Statement of Work, the terms of this Contract shall supersede the conflicting provisions contained in such Statement of Work. Any agreement by the Consultant to provide Services is expressly contingent upon the Client's consent to the terms and conditions described herein, and the Consultant rejects any other terms and conditions proposed by the Client, whether before or after this instrument. By accepting any Services, the Client agrees to these terms and conditions. Any 1of12 different or additional terms proposed by the Client in any Statement of Work or otherwise are hereby rejected by the Consultant notwithstanding the Consultant's provision of Services unless the Consultant has agreed to such additional or different terms in a writing executed by the Consultant. SECTION 2 PERFORMANCE OF WORK 2.1 All work hereunder shall be performed under the direction of the Client Manager or his designee (hereinafter referred to as the "Client Manager") in accordance with the terms set forth in this Contract and each relevant Statement of Work. SECTION 3 RELATIONSHIP OF PARTIES 3.1 Independent Contractor. The Consultant shall at all times be an independent contractor, engaged by the Client to perform the Services. Nothing contained herein shall be construed to constitute a partnership, joint venture or agency relationship between the parties. 3.2 Consultant and Employees. Neither the Consultant nor any of its employees shall be considered to be employees of the Client for any reason, including but not limited to for purposes of workers' compensation law, Social Security, or any other applicable statute or regulation. 3.3 No Authority to Bind. Unless otherwise agreed to in writing, neither party hereto has the authority to bind the other to any third party or to otherwise act in any way as the representative of the other. SECTION 4 PAYMENT TO THE CONSULTANT 4.1 Payment Terms. The Client shall pay the Consultant in accordance with the terms and amounts set forth in the applicable Statement of Work or Supplemental Statement of Work. Unless otherwise agreed in writing, the Client shall pay the amount of each invoice within 30 days from the date of such invoice. All payments shall be in U.S. dollars. In the event payments are not received by the Consultant within 30 days after becoming due, the Consultant may (a) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and/or (b) suspend performance for all Services until payment has been made in full. The Client shall not be entitled to deduct, counterclaim or set-off against any amount the Client owes to the Consultant. The Client shall reimburse the Consultant for any and all fees and expenses, including, without limitation, attorneys' fees and expenses and court costs, incurred by the Consultant in collecting any sums due to the Consultant. 4.2 Service Fees; Rates. The service fees and/or rates set forth in the Statement of Work and supplemental Statement of Work include all applicable federal, state, and local taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits 2of12 and all costs, royalties and fees arising from the use of, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. SECTION 5 TERM 5.1 Initial Term. Subject to earlier termination pursuant to the terms of this Contract, the initial term of this Contract shall commence on the Effective Date and remain in effect for one (1) year (the "Initial Term"). 5.2 Renewal Terms. The Initial Term may be extended for successive one (1) year periods or for any other period as mutually agreed to in writing and set forth in a Supplemental Statement of Work executed by both parties (each, a "Renewal Term"). 5.3 The expiration of the Initial Term or a Renewal Term shall not terminate or affect the obligations of the Parties to each other under any existing Statement of Work or Supplemental Statement of Work issued pursuant to this Contract, and such Statement of Work or Supplemental Statement of Work shall continue in full force and effect and shall continue to be governed by the terms of this Contract until the expiration or completion of such Statement of Work or Supplement Statement of Work or until such Statement of Work or Supplemental Statement of Work is itself terminated pursuant to this Contract. SECTION 6 TERMINATION OF CONTRACT 6.1 Voluntary Termination. Notwithstanding any other provision hereof, (a) the Client may terminate this Contract, any Statement of Work, or any Supplemental Statement of Work during the Initial Term or any Renewal Term, with or without cause, at any time upon ninety (90) calendar days prior written notice to the Consultant.; (b) the Consultant may terminate this Contract, any Statement of Work, or any Supplemental Statement of Work, with or without cause, at any time upon ninety (90) calendar days prior written notice to the Client; or (c) following the expiration of the Term of this Agreement, and notwithstanding Section 5.3 of this Agreement, either Party may terminate any Statement of Work or any Supplemental Statement of Work, with or without cause, upon thirty (30) calendar days prior written notice to the other Party. 6.2 Termination for Breach. Either party may terminate this Contract upon written notice to the other party following a material breach of a material provision of this Contract by the other party if the breaching party does not cure such breach within thirty (30) days of receipt of written notice of such breach from the non -breaching party. 6.3 Payment for Services Rendered. In the event that this Contract, any Statement of work, and/or any Supplemental Statement of Work expires or is terminated in accordance with this Section 6, the Consultant shall be entitled to payment for goods provided or procured, Services performed, and expenses paid or incurred, in each case in accordance with the terms and conditions of this Contract, prior to the effective date of expiration or termination, which payment may 3of12 include, without limitation (a) the unpaid portion of the fees and expenses for Services rendered by the Consultant through the date of termination; (b) the actual cost for work -in -process that has been performed by the Consultant through the date of termination; and/or (c) the equitable portion of any fees based on the progress of the Consultant's performance through the date of termination. 6.4 Effect of Termination. Termination of any Statement of Work or Supplemental Statement of Work will have no effect on this Contract. Termination of this Contract will serve to immediately terminate all open Statements of Work and Supplemental Statements of Work, absent a written agreement between the parties otherwise. Termination or expiration of this Contract, any Statement of Work, or any Supplemental Statement of Work will not affect any right or obligation of a party that comes into effect before, upon, or after such termination or expiration, or otherwise survives such termination or expiration, which was incurred by such party prior to such termination or expiration. SECTION 7 CONSULTANT PERSONNEL AND SUBCONTRACTORS 7.1 Adequate Staffing. The Consultant must assign and maintain during the term of this Contract and any renewal thereof, an adequate staff of competent employees, agents, or subcontractors ("Consultant Personnen that is fully equipped, licensed as appropriate and qualified to perform the Services as required by the Statement of Work or Supplemental Statement of Work. 7.2 Availability of Personnel. The Consultant shall notify the Client as soon as practicable prior to terminating the employment of, reassigning, or receiving notice of the resignation of, any Consultant Personnel assigned to provide the Client with the Services. The Consultant shall have no claim for damages and shall not bill the Client for additional time and materials charges as the result of any portion of the Services which must be duplicated or redone due to such termination or for any delay or extension of the time of performance as a result of any such termination, reassigning, or resignation. 7.3 Removal of Personnel. Client may, upon written notice to Consultant, request that any Consultant Personnel be removed or replaced. Consultant shall promptly endeavor to replace such Consultant Personnel and Client shall have no claim for damages for a delay or extension of the applicable Statement of Work as a result of any such removal or replacement. 7.4 Non -Solicitation of Consultant Employees. The Client agrees that during the term of this Contract and for a period of one (1) year thereafter, it shall not, directly or indirectly, through any other person, firm, corporation or other entity, solicit, induce, encourage or attempt to induce or encourage any employee of the Consultant to terminate his or her employment with the Consultant or to breach any other obligation to the Consultant. The Client acknowledges that the aforementioned restrictive covenant contained in this Section is reasonable and properly required for the adequate protection of the Consultant's business. 4of12 SECTION 8 ACCOMMODATION OF CONSULTANT PERSONNEL 8.1 Facilities, Equipment, and Records. The Client shall provide the Consultant with adequate and safe office space, furnishings, records, hardware, software and connectivity as reasonably requested by Consultant to provide the Services pursuant to the terms of this Agreement. Client's hardware, software, peripherals, and network connectivity to be used by Consultant shall meet current minimum technical standards, as determined by Consultant from time to time, to perform the program objectives efficiently. 8.2 Backup and Recovery Systems. The Client shall be responsible for installing, operating, and monitoring the backup and recovery systems for all Client GIS assets that permit the Consultant to continue services within a reasonable period of time following a disaster or outage. 8.3 Right of Entry; Limited Access. Consultant's Personnel performing Services shall be permitted to enter upon the Client's property in connection with the performance of the Services, subject to those rules established by the Client and communicated in writing to Consultant. Consent to enter upon a Client's facility given by the Client shall not create, nor be deemed to imply, the creation of any additional responsibilities on the part of the Client. Consultant's Personnel shall have the right to use only those facilities of the Client that are necessary to perform the Services and shall have no right to access any other facilities of the Client. 8.4 Compliance with Law. Client shall comply with all applicable local, state, and federal laws including those pertaining to safety, harassment, and discrimination SECTION 9 CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY; FOIA 9.1 Client Materials. The Consultant acknowledges and agrees that all trademarks, service marks, logos, tradenames and images provided by or on behalf of the Client to the Consultant for use in performing the Services and the GIS database (including files created from the database) created by Consultant hereunder (the "Client Materials") are the sole and exclusive property of the Client. During the term of this Contract, the Client hereby grants the Consultant a worldwide, non-exclusive, fully -paid, sublicensable, license to use any Client Material to the extent such use is necessary or convenient to the performance of the Services. 9.2 Consultant Materials. The Client acknowledges and agrees that all trademarks, service marks, logos, tradenames and images provided by or on behalf of the Consultant to the Client (the "Consultant Materials") are the sole and exclusive property of the Client. 9.3 Third -Party Materials. If applicable, to the extent the Consultant has agreed to obtain and/or license Third -Party Materials on behalf of Client, the Consultant shall obtain a license for Client to use the Third -Party Materials as part of the Services for the purpose specified in the applicable Statement of Work. "Third -Party Materials" shall include, but are not limited to, computer software, script or programming code or other materials owned by third parties and/or any software available from third parties, that is licensed by Consultant for the benefit of the Client. 5of12 9.4 Confidential Information. In the performance of this Contract, the Consultant may have access to or receive certain information in the possession of the Client that is not generally known to members of the public ("Confidential Information"). The Consultant acknowledges that Confidential Information includes, but is not limited to, proprietary information, copyrighted material, educational records, employee data, financial information, information relating to health records, resident account information, and other information of a personal nature. Consultant shall not use or disclose any Confidential Information without the prior written consent of the Client. Consultant will use appropriate administrative, technical and physical safeguards to prevent the improper use or disclosure of any Confidential Information received from or on behalf of the Client. Upon the expiration or termination of this Contract, Consultant shall promptly cease using and shall return or destroy (and certify in writing destruction of) all Confidential Information furnished by the Client along with all copies thereof in its possession including copies stored in any computer memory or storage medium. The term "Confidential Information" does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Contract by the Consultant; (b) was in the Consultant's or Consultant Personnel's possession on a non -confidential basis from any source other than the Client, which source, to the knowledge of the Consultant, is entitled to disclose such information without breach of any obligation of confidentiality; (c) is independently developed by the Consultant without the use of or reference to, in whole or in part, any Confidential Information; (d) required to be disclosed pursuant to a court order issued by a court having jurisdiction thereof (subject to Section 9.5); or (e) information subject to disclosure under FOIA (as defined below in Section 9.6). 9.5 Dissemination of Confidential Information. Unless directed by the Client, Consultant shall not disseminate any Confidential Information. If Consultant is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any Confidential Information which may be in Consultant's possession as a result of Services provided under this Contract, unless prohibited by law, Consultant shall immediately give notice to the Client with the understanding that the Client shall have the opportunity to contest such process by any means available to it prior to submission of any documents to a court or other third party. Consultant shall not be obligated to withhold delivery of documents beyond the time ordered by a court of law or administrative agency, unless the request for production or subpoena is quashed or withdrawn, or the time to produce is otherwise extended. Consultant shall cause its personnel, staff and subcontractors, if any, to undertake the same obligations regarding confidentiality and dissemination of information as agreed to by Consultant under this Contract. 9.6 Freedom of Information Act Requests. Within five (5) business days after the Client's Notice to the Consultant of the Client's receipt of a valid request made pursuant to the Illinois Freedom of Information Act (ILCS 140/1 et seq. — herein "FOIA"), the Consultant shall furnish all requested records in the Consultant's possession which are in any manner related to this Contract or the Consultant's performance of the Services, including but not limited to any documentation related to the Client and associated therewith. The Consultant shall not apply any costs or charge any fees to the Client or any other person, firm or corporation for its procurement and retrieval of such records in the Consultant's possession which are sought to be copied or reviewed in accordance with such FOIA request or requests. The Consultant shall defend, indemnify and hold harmless the Client including its several departments and including its officers and employees and shall pay all of the Consultant's Costs associated with such FOIA request or requests including Costs arising from the Consultant's failure or alleged failure to timely furnish 6of12 such documentation and/or arising from the Consultant's failure or alleged failure otherwise to comply with the FOIA, whether or not associated with the Consultant's and/or the Client's defense of any litigation associated therewith. In addition, if the Consultant requests the Client to deny the FOIA request or any portion thereof by utilizing one or more of the lawful exemptions provided for in the FOIA, the Consultant shall pay all Costs in connection therewith. As used herein, "in the Consultant's possession" includes documents in the possession of any of the Consultant's officers, agents, employees and/or independent contractors; and "Costs" includes but is not limited to attorneys' fees, witness fees, filing fees and any and all other expenses — whether incurred by the Client or the Consultant. 9.7 News Releases. The Consultant may not issue any news releases without prior approval from the Client Manager nor will the Consultant make public proposals developed under this Contract without prior written approval from the Client Manager. 9.8 Survive Termination. The provisions of Section 9.1 and 9.4 through and including 9.8 shall survive the termination of this Contract. SECTION 10 LIMITATION OF LIABILITY 10.1 THE REPRESENTATIONS SET FORTH IN THIS CONTRACT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNDER NO CIRCUMSTANCES SHALL THE CONSULTANT BE LIABLE TO THE CLIENT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST SALES OR PROFITS, IN CONNECTION WITH THIS CONTRACT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SECTION 11 CONSULTANT WARRANTY; INDEMNIFICATION; INSURANCE 11.1 Warranty of Services. The Consultant warrants that the Services shall be performed in accordance with industry standards of professional practice, care, and diligence practiced by recognized consulting firms in performing services of a similar nature in existence at the time of the Effective Date. 11.2 Indemnification. Subject to the limitations set forth in this Contract, the Consultant shall indemnify and save harmless the Client from and against any and all loss, liability and damages of whatever nature, in any way resulting from or arising out of the grossly negligent, illegal, or fraudulent actions or omissions of the Consultant, the Consultant's employees and agents. 11.3 Insurance. The Consultant must procure and maintain, for the duration of this Contract, insurance as provided in Attachment 2 to this Contract. 7of12 11.4 No Personal Liability No official, director, officer, agent, or employee of any party shall be charged personally or held contractually liable by or to the other party under any term or provision of this Contract or because of its or their execution, approval or attempted execution of this Contract. SECTION 12 GENERAL PROVISIONS 12.1 Equal Employment Opportunity Clause. In the event of the Consultant's non- compliance with the provisions of this Section 12.1 or the Illinois Human Rights Act, 775 ILCS 511-101, et seq., as it may be amended from time to time, and any successor thereto (the "Act"), the Consultant may be declared ineligible for future contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and this Contract may be cancelled or voided in whole or in part, and other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of this Contract, the Consultant agrees as follows: (a) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service; and, further, the Consultant will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any underutilization. (b) That, if the Consultant hires additional employees in order to perform this Contract or any portion of this Contract, the Consultant will determine the availability (in accordance with 44 Ill. Admin. C. 750.5, et seq., as it may be amended from time to time, and any successor thereto (the "Applicable Regulations")) of minorities and women in the areas from which the Consultant may reasonably recruit and the Consultant will hire for each job classification for which employees are hired in a way that minorities and women are not underutilized. (c) That, in all solicitations or advertisements for employees placed by the Consultant or on the Consultant's behalf, the Consultant will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service. (d) That the Consultant will send to each labor organization or representative of workers with which the Consultant has or is bound by a collective bargaining or other agreement or understanding, a notice advising the labor organization or representative of the Consultant's obligations under the Act and the Applicable Regulations. If any labor organization or representative fails or refuses to cooperate with the Consultant in the Consultant's efforts to comply with the Act and the Applicable Regulations, the Consultant will promptly notify the Illinois Department of Human Rights (the "Department") and the Client and will recruit employees from other sources when necessary to fulfill its obligations under the Contract. 8of12 (e) That the Consultant will submit reports as required by the Applicable Regulations, furnish all relevant information as may from time to time be requested by the Department or the Client, and in all respects comply with the Act and the Applicable Regulations. (f) That the Consultant will permit access to all relevant books, records, accounts and work sites by personnel of the Client and the Department for purposes of investigation to ascertain compliance with the Act and the Department's Rules and Regulations. (g) That the Consultant will include verbatim or by reference the provisions of this Section 12.1 in every subcontract awarded under which any portion of the Contract obligations are undertaken or assumed, so that the provisions will be binding upon the subcontractor. In the same manner as with other provisions of this Contract, the Consultant will be liable for compliance with applicable provisions of this Section 12.1 by subcontractors; and further the Consultant will promptly notify the Client and the Department in the event any subcontractor fails or refuses to comply with the provisions. In addition, the Consultant will not utilize any subcontractor declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations. 12.2 No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of (i) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (ii) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. 12.3 Sexual Harassment Policy. The Consultant certifies that it has a written sexual harassment policy in full compliance with Section 2-105(A)(4) of the Illinois Human Rights Act, 775 ILCS 5/2-105(A)(4). 12.4 Compliance with Laws and Grants. Consultant shall give all notices, pay all fees, and take all other action that may be necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 511-101 et seq. Consultant shall also comply with all conditions of any federal, state, or local grant received by Client or Consultant with respect to this Contract or the Services. 12.5 Assignments and Successors. This Contract and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto. 9 of 12 12.6 Severability. The parties intend and agree that, if any paragraph, subparagraph, phrase, clause, or other provision of this Contract, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Contract shall remain in full force and effect. 12.7 Third Party Beneficiary. No claim as a third party beneficiary under this Contract by any person, firm, or corporation other than the Consultant shall be made or be valid against the Client. 12.8 Waiver. No waiver of any provision of this Contract shall be deemed to or constitute a waiver of any other provision of this Contract (whether or not similar) nor shall any such waiver be deemed to or constitute a continuing waiver unless otherwise expressly provided in this Contract. 12.9 Governing_Laws. This Contract shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois. Venue shall reside in Cook County, Illinois. 12.10 Headings. The headings of the several paragraphs of this Contract are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit, or describe the scope of intent of any provision of this Contract, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 12.11 Modification or Amendment. This Contract constitutes the entire Contract of the parties on the subject matter hereof and may not be changed, modified, discharged, or extended except by written amendment or Supplemental Statement of Work duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 12.12 Attachments and Exhibits. Attachments 1 and 2 are attached hereto, and by this reference incorporated in and made a part of this Contract. In the event of a conflict between any Attachment and the text of this Contract, the text of this Contract shall control. 12.13 Rights Cumulative. Unless expressly provided to the contrary in this Contract, each and every one of the rights, remedies, and benefits provided by this Contract shall be cumulative and shall not be exclusive of any other such rights, remedies, and benefits allowed by law. 12.14 Good Faith Negotiation. Before commencing any legal action, the parties agree to enter into good faith negotiations to resolve any controversy, claim, or dispute ("Dispute"). Such good faith negotiations shall commence promptly upon a party's receipt of notice of any Dispute from the other party and continue for a period of fourteen (14) days or any period of time as mutually agreed upon. 12.15 Notices. All notices, reports and documents required under this Contract shall be in writing (including prepaid overnight courier, electronic transmission or similar writing) and shall be given to such party at its address or e-mail address set forth below, or at such other address or e-mail address as such party may hereafter specify from time to time. Each such notice shall be effective (i) if given by first class mail or prepaid overnight courier, when received, or (ii) if sent 10 of 12 to an e-mail address, upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgment). If to Client: Village of Lemont 418 Main St Lemont, IL 60439 Attention: George Schafer E-mail: gschafer@lemont.il.us If to Consultant: Municipal GIS Partners, Incorporated 701 Lee Street, Suite 1020 Des Plaines, IL 60016 Attention: Thomas Thomey E-mail: tthomey@mgpinc.com 12.16 Force Majeure. No party to this Contract shall be responsible or liable for, or deemed in breach hereof because of, any delay in the performance of its respective obligations under this Contract to the extent that such delay is due substantially to circumstances beyond the party's reasonable control and without the fault or negligence of the party experiencing such delay. Such circumstances may include, but are not limited to, any act of God, fire or other casualty, epidemic, quarantine, "stay home" or similar order, strike or labor dispute, embargo, war or violence, act of terrorism, or any law, order, proclamation, ordinance, demand, requirement, action or inaction of any national, state, provincial, local, or other government or governmental agency (each, a "Force Majeure"). Upon the occurrence of a Force Majeure, the party experiencing the Force Majeure shall notify the other party in writing immediately following such Force Majeure, but in no case later than three (3) business days after such party becomes aware of the occurrence of the Force Majeure. The written notification shall provide a reasonably detailed explanation of the Force Majeure. 12.17 Counterpart Execution. This Contract, Statement of Work or any Supplemental Statement of Work may be executed in several counterparts, each of which, when executed, shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 12.18 Tort Immunity Defenses. Nothing contained in the Contract is intended to constitute, and nothing in the Contract will constitute, a waiver of the rights, defenses, and immunities provided or available to the Client under the Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10 et seq. or any other applicable State law. [REMAINDER INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 11 of 12 IN WITNESS WHEREOF, the undersigned have placed their hands and seals hereto as of the date first above written. ATTEST: elza�4"Yy� ATTEST: By: bM4' . Name: Donna Th y Its: Management Support Specialist G� OF Z F Q' �o v 2 AL ItLiNfl\oa VILLAGE OF LEYT By: —.. Name: Vol Q Its: CONSULTANT: MUNICIPAL GIS PARTNERS, INCORPORATED By: Name: -Thomas A. Thomey Its: President 12 of 12 Attachment 1 Statement of Work to Service Provider Contract (see attached) ON ■NMgP Municipal GIS Partners www.mgpinc.com Attachment 1- Statement of Work To Service Provider Contract General Purpose MGP (the Consultant) will perform all or part of the Village of Lemont (the Client) geographic information system (GIS) management, development, operation, and maintenance as directed by the municipality. In addition to supporting the GIS program, the Consultant will identify opportunities for continued program development and enhancement. Program Staffing The Consultant provides all the requisite staffing and skillsets required to fulfil this project including: • Technical professionals assigned directly to the Client • Advanced technical support staff for escalation • Professional program managers for ensuring service levels Direct Program Hours Services related to the direct fulfilment of this project. Staffing Allocation The direct program staffing allocation for the Client for this agreement period is: Agreement Period: August 1, 2024, through April 30, 2025 Direct Program Hours: 286.00 Fees and Expenses The fee for the staffing allocation is $5084.44 per month. The total contract value for the agreement period is 45 759.96. Such fee does not include taxes are any reimbursable out-of-pocket expenses that may be incurred by the Consultant. Included Services This section identifies the professional staffing and business structures included in this service agreement. The Client is responsible for identifying and prioritizing the aspects of the services that are most important. The Consultant is responsible for implementing those priorities and communicating progress. 1of2 Staffing and Program Management The Consultant provides the required staffing and organization with the skills and expertise to manage, develop, and maintain the system per the Client's priorities which includes: 1. Program consulting and reporting 2. Data creation, management, and quality control 3. Project identification, management, and delivery 4. User training and onboarding 5. Resource management and scheduling Data Management The Consultant is responsible for managing the GIS and related data based on priorities as directed by the Client. Primary layers include: 1. Address data maintenance 2. Street Address Range (SAR) data maintenance 3. Corporate Limit layer maintenance 4. Water utility data maintenance 5. Sewer utility data maintenance 6. Zoning data maintenance 7. Other layers prioritized by the Client 8. Data management documentation 2 of 2 Attachment 2 Insurance to Service Provider Contract (see attached) mL ■mmJp Municipal GIS Partners Attachment 2 - Insurance To Service Provider Contract Consultant's Insurance Consultant shall procure and maintain, for the duration of this Contract, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance: Coverage shall be at least as broad as: Insurance Services Office Commercial General Liability occurrence form CG 0001 with the Municipality named as additional insured, on a form at least as broad as the ISO Additional Insured Endorsement CG 2010 and CG 2026. 2. Insurance Service Office Business Auto Liability coverage form number CA 0001, Symbol 01 "Any Auto" with the Municipality named as additional insured, on a form at least as broad as the ISO Additional Insured Endorsement. 3. Workers' Compensation as required by the Labor Code of the State of Illinois and Employers' Liability insurance (the policy shall include a'waiver of subrogation'). B. Minimum Limits of Insurance: Consultant shall maintain limits no less than: Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. The general aggregate shall be twice the required occurrence limit. Minimum General Aggregate shall be no less than $2,000,000 or a project/contract specific aggregate of $1,000,000. 2. Business Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Workers' Compensation and Employers' Liability: Workers' Compensation coverage with statutory limits and Employers' Liability limits of $500,000 per accident. C. Deductibles and Self -Insured Retentions: Any deductibles or self -insured retentions must be declared to and approved by the Municipality. At the option of the Municipality, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as it respects the Municipality, its officials, agents, employees and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation, claim administration and defense expenses. 1 of 3 D. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages: The Municipality, its corporate authorities, officials, officers, agents, employees, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, leased or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the Municipality, its officials, agents, employees and volunteers. 2. The Consultant's insurance coverage shall be primary as respects the Municipality, its corporate authorities, officials, officers, agents, employees, and volunteers. Any insurance or self-insurance maintained by the Municipality, its officials, agents, employees and volunteers shall be excess of Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Municipality, its corporate authorities, officials, officers, agents, employees, and volunteers. 4. The Consultant's insurance shall contain a Severability of Interests/Cross Liability clause or language stating that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. If any commercial general liability insurance is being provided under an excess or umbrella liability policy that does not "follow form," then the Consultant shall be required to name the Municipality, its corporate authorities, officials, officers, agents, employees, and volunteers as additional insureds 6. All general liability coverages shall be provided on an occurrence policy form. Claims - made general liability policies will not be accepted. 7. The Consultant and all subcontractors hereby agree to waive any limitation as to the amount of contribution recoverable against them by the Municipality. This specifically includes any limitation imposed by any state statute, regulation, or case law including any Workers' Compensation Act provision that applies a limitation to the amount recoverable in contribution such as Kotecki v. Cyclops Welding. Consultant agrees to indemnify and defend the Municipality from and against all such loss, expense, damage or injury, including reasonable attorneys' fees, which the Municipality may sustain as a result of personal injury claims by Consultant's employees, except to the extent those claims arise as a result of the Municipality's own negligence. E. All Coverages: Each insurance policy required by this paragraph shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Municipality. 2of3 Acceptability of Insurers: Insurance is to be placed with insurers with a Best's rating of no less than A-, VII and licensed to do business in the State of Illinois. G. Verification of Coverage: Consultant shall furnish the Municipality with certificates of insurance naming the Municipality, its corporate authorities, officials, officers, agents, employees, and volunteers as additional insured's and with original endorsements, affecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the Municipality before any work commences. The Municipality reserves the right to request full certified copies of the insurance policies and endorsements. 3 of 3 STATE OF ILLINOIS ) SS COUNTY OF COOK CERTIFICATION I, Charlene Smollen, do hereby certify that I am the duly qualified and elected Village Clerk of the Village of Lemont, Cook, DuPage and Will County, Illinois, and that as such Village Clerk I do have charge of and custody of the books and records of the Village of Lemont, Cook County, Illinois. I do hereby further certify that the foregoing is a full, true and correct copy of Resolution No.� "A RESOLUTION APPROVING A RENEWAL OF A SERVICE PROVIDER CONTRACT WITH MUNICIPAL GIS PARTNERS, INC. FOR A GEOGRAPHIC INFORMATION SYSTEM (GIS SERVICES)," adopted and approved by the President and Board of Trustees of the Village of Lemont, Illinois on Mar* , 2024. +Fee -q,- IN WITNESS WHEREOF, I have hereunto affixed my hand and the Corporate Seal of the Village of Lemont, Cook, DuPage and Will County, Illinois this day of Afir2024. AA PKI I ez Charlene Smollen @� Village Clerk V Q Village of Lemont �► Cook County, Illinois Aid /ZLII,Q\c'