R-32-26 Approving a Renewal of a Service Provider Contract With Municipal GIS Partners, Inc. for a Geographic Information SystemVILLAGE OF - 5�_ 2*
!NgEMQNT 418 Main Street I Lemont, IL 60439
TO: Village Board Meeting
FROM: Jason Berry, Community Development
THROUGH: George Schafer, Village Administrator
SUBJECT: A Resolution Approving a Renewal of a Service Provider Contract With
Municipal GIS Partners, Inc. for a Geographic Information System
DATE: April 27, 2026
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. The fee for the
staffing allocation is $5,568.00 per month. The total contract value for the agreement period is
$66,816.00.
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-3V--26
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
SAMUEL J. FORZLEY
JANELLE KITTRIDGE
KEN MCCLAFFERTY
KEVIN SHAUGHNESSY
RICK SNIEGOWSKI
RON STAPLETON
Trustees
Published in pamphlet form by authority of the Village President and Board of "Trustees of the Village of Lemont on q- M -2026
RESOLUTION NO. R-3L-26
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 April 14, 2025 the President and Board of Trustees adopted Resolution
No. R-24-25 approving a contract with Municipal GIS Partners, Inc. said agreement having a
term on one (1) year; and
WHEREAS, the Village desires to renew the agreement with Municipal GIS Partners,
Inc. for continued geographic information system (GIS) services for the 2026-2027 agreement
period; 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.
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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.
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.
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ADOPTED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF LEMON , COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, ON
THIS �1 DAY OF 2026.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN:
Samuel J. Forzley
/
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Janelle Kittridge
[/
Ken McClafferty
Kevin Shaughnessy
Rick Sniegowski
V
Ron Stapleton
Attest:
harlene M. Smollen, Village Clerk
OP 44�r
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4
John Egofske, Village President
Exhibit A
Service Provider Contract (including Attachments 1 and 2)
GIS CONSORTIUM SERVICE PROVIDER CONTRACT
This contract (this "Contract") made and entered into this 1st day of May, 2026 (the
"Effective Date"), by and between the Village of Lemont, an Illinois municipality (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");
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.
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SECTION 2
PERFORMANCE OF WORK
2.1 All work hereunder shall be performed under the direction of the Client Manager
or their 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 agrees to pay the Consultant in accordance with the
terms and amounts set forth in the applicable Statement of Work, provided that:
(a) The Consultant shall submit invoices in a format approved by the Client.
(b) The Consultant shall maintain records showing actual time devoted to each
aspect of the Services performed and cost incurred. The Consultant shall permit the authorized
representative of the Client to inspect and audit all data and records of the Consultant for work
done under this Contract. The Consultant shall make these records available at reasonable times
during this Contract period, and for a year after termination of this Contract.
(c) The service rates and projected utilization set forth in the applicable
Statement of Work shall adjust each calendar year in accordance with the annual rates approved
by the Board of Directors of GISC which shall be reflected in a Supplemental Statement of Work.
(d) Payments to the Consultant shall be made pursuant to the Illinois Local
Government Prompt Payment Act (50 ILCS 50511 et seq.).
(e) The Client is a tax-exempt Client and will provide Consultant with a copy
of the Client's current sales tax exemption certificate. Consultant shall not charge the Client any
tax incurred by the Consultant for these Services.
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4.2 Service Rates. The fees and/or service 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
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 Status of this Contract. 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 one hundred eighty (180) 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 fifteen (15) days of receipt of
written notice of such breach from the non -breaching party.
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6.3 Payment for Services Rendered. In the event that this Contract is terminated in
accordance with this Section 6, the Consultant shall be paid for services actually performed and
reimbursable expenses actually incurred.
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 Personnel") 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 Use of Subcontractors. The Consultant's use of any subcontractor or subcontract
to perform the Services shall not relieve the Consultant of full responsibility and liability for the
provision, performance, and completion of the Services as required by this Contract. All Services
performed under any subcontract shall be subject to all of the provisions of this Contract in the
same manner as if performed by employees of the Consultant. Consultant shall be fully responsible
and assumes liability for the acts and omissions of all subcontractors directly or indirectly
employed by, or working at the direction of, the Consultant in the performance of the Services.
7.4 Removal of Personnel and Subcontractors. 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.
7.5 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
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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.
SECTION 8
ACCOMMODATION OF CONSULTANT PERSONNEL; MUNICIPAL FACILITIES
8.1 Facilities, Equipment, and Records. The Client shall provide the Consultant with
adequate and safe office space, furnishings, records, hardware, software and connectivity to fulfill
the objectives of the GIS program including, without limitation, the following:
(a) Office space for the Consultant's Personnel. This space should effectively
and securely house all required GIS systems, peripherals and support tools. This space must be
available during normal business hours;
(b) Furnishings including adequate desk(s), shelving, and seating for the
Consultant's Personnel;
(c) Hardware, software, peripherals, internet access, and network connectivity
meeting current minimum technical standards, as determined by Consultant from time to time, to
perform the program objectives efficiently; and
(d) Any Client data or record which is necessary for carrying out the work as
outlined in the Contract, Statement of Work or Supplemental Statement of Work.
8.2 Backup and Recovery sty ems. The Client shall be responsible for installing,
operating and monitoring the backup and recovery systems for all the Client's GIS assets that
permit the Consultant to continue Services within a reasonable period of time following a disaster
or outage. The Consultant shall be responsible for installing, operating and monitoring the backup
and recovery systems for all Consultant's assets that permit the Client to continue accessing the
GISC Materials and 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. 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. The Client shall comply with all applicable local, state, and
federal laws including those pertaining to safety, harassment, and discrimination.
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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. The Consultant acknowledges that this Contract is not a license to use the
Client Materials except as needed to perform the Services hereunder.
9.2 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.
9.3 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). For avoidance
of doubt, it is agreed that the GISC Materials shall not be considered Confidential Information.
9.4 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
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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.
9.5 Freedom of Information Act Requests. Within four (4) business days after the
Client's Notice to the Consultant of the Client's receipt of a 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
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.
9.6 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.
9.7 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 EITHER THE CONSULTANT
OR THE CLIENT BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL,
SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST SALES OR PROFITS, IN
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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. The Consultant shall indemnify and save harmless the Client and
its officers, employees, and agents from and against any and all loss, liability and damages of
whatever nature, including Workmen's Compensation claims by Consultant's employees, in any
way resulting from or arising out of the intentional, willful and wanton, negligent and/or gross
negligent 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.
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 involved 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
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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.
(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.
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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; provided, however, that
no assignment, delegation or subcontracting shall be made without the prior written consent of the
Client.
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 frill 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.
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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. 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
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: Jason Berry
E-mail: jberry@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
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(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]
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IN WITNESS WHEREOF, the undersigned have placed their hands and seals hereto as
of the date first above written.
ATTEST:
VILLA(
By:
By:
Name:
Name:
Its:
Its:
ATTEST:
CONSULTANT: MUNICIPAL GIS
PARTNERS, INCORPORATED
By: By:
C&
Name: Brian Dicker Name
Its: Business Operations Manager Its:
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Thomas A. Thomey
President
Attachment 1
Statement of Work
to
Service Provider Contract
(see attached)
No
■■MgP
www.mRDinc.com
Attachment 1— Statement of Work
To Service Provider Contract
General Purpose
The Consultant will manage, develop, operate, and maintain all or part of the Village of Lemont (the
Client) GIS program, as directed by the Client. Additionally, the Consultant will identify opportunities for
continued program development and enhancement.
Program Staffing
The Consultant provides all the requisite staffing and skillsets required to fulfill this project, including:
Technical professionals supporting the Client's program needs
Advanced technical support staff for analysis, system integration, and escalation
• Professional program managers for ensuring service levels
Direct Program Hours
Services related to the fulfillment of this project.
Team Access During Normal Working Hours
The Consultant typically works Monday through Friday 8:OOAM to 5:00PM. The Client has direct access to
the staff assigned to the Client. Alternatively, the Client can call the Consultant's general telephone
number or submit an email to Consultant's service desk for service.
Emergency Event Support
The Consultant will support Client emergency events within a reasonable timeframe of notification and
work to staff the event for its duration. These services are not limited to normal business hours.
The Included Services section below expands on the program staffing services included in this agreement.
Direct Program Hours
The direct program staffing allocation for the Client for this agreement period is:
Agreement Period: May 1, 2026, through April 30, 2027
Direct Program Hours: 384.00
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Fees and Expenses
The fee for the direct program hours set forth above is $5,568.00 per month. The total contract value for
the agreement period is 66 816.00, Such fee does not include taxes or any reimbursable out-of-pocket
expenses that may be incurred by the Consultant.
Included Services
This section identifies the professional staffing, products and solutions, 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.
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 GISC shared infrastructure,
platforms, products, and solutions. Services include:
1. Consulting and reporting with all Client departments
2. Project identification, management, and delivery
3. User training and onboarding
4. Resource management and scheduling
Data Management
The Consultant is responsible for the GIS and related data based on priorities as directed by the
Municipality, including data creation, management, and delivery.
Primary Layers:
Addresses, parcels, buildings, streets, railroads, water utilities, sewer utilities, municipal boundary, zoning
districts, planned unit developments, variances, TIF districts, special use permits, annexations, signs,
trees, recreation areas, bike paths, water features, school districts, emergency response boundaries,
refuse collection, and legislative districts.
Municipality Priority Layers
The Consultant's local government data model has over 260 standard layers. Included in this service is
the identification, creation, and management of layers as directed by the Municipality.
Data Quality
one of the primary accountabilities of the Consultant is to ensure that Primary and Municipality Priority
layers are of high -quality. Practices employed include:
1. Daily data quality reporting and alerting
2. Mistake proofing databases, processes, and productivity tools
3. Address Verification to identify discrepancies between Municipality ERP and department systems
4. Formation and support of key data stakeholder teams
5. Data management documentation for Municipality layers
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Attachment 2
Insurance
to
Service Provider Contract
(see attached)
■
■MMgP
Attachment 2 - Insurance
To GIS Consortium 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:
1. 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:
1. 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.
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D. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following
provisions:
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.
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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.
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