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R-23-08 05/12/2008VILLAGE OF LEMONT RESOLUTION NO. 2. . Ds RESOLUTION AUTHORIZING AGREEMENT WITH IDOT FOR GIS (NAVTEQ) DATA SHARING ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT THIS 12TH DAY OF MAY, 2008 Published in pamphlet form by authority of the President and Board of Trustees of the Village of Lemont, Cook, DuPage, and Will Counties, Illinois this 12th day of May, 2008. VILLAGE OF LEMONT Resolution No. R •23.08 RESOLUTION AUTHORIZING AGREEMENT WITH IDOT FOR GIS ( NAVTEQ) DATA SHARING WHEREAS, the Village of Lemont is constantly evaluating and accessing land use and geographic data within and adjacent to the Village; and WHEREAS, the Illinois Department of Transportation (IDOT) has taken a lead in congregating various government agencies to share data through the State of Illinois GIS Transportation Coalition; WHEREAS, GIS data sharing with IDOT will allow the Village to access GIS data that will facilitate the Village's decision making process with respect to managing and maintaining its land use; and WHEREAS, IDOT prepares GIS Data with the assistance of NAVTEQ, a professional mapping company; and WHEREAS, IDOT is willing to make NAVTEQ GIS data available to the Village at no cost; and WHEREAS, cooperation between and among governmental agencies and entities through intergovernmental agreements is authorized and encouraged by Article VII, Section 10 of the Illinois Constitution of 1970 and by the "Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.); and WHEREAS, the Village and the Illinois Department of Transportation have negotiated an Intergovernmental Agreement, and have attached it to this Resolution as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the Village of Lemont Board of Trustees as follows: The Community Development Director and Village Attorney are authorized to finalize an Intergovernmental Agreement between the Village of Lemont and the Illinois Department of Transportation, attached to this Resolution, and the Community Development Director is authorized to execute said Intergovernmental Agreement. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, on this 12th day of May, 2008. 2 AYES NAYS ABSENT ABSTAIN DEBBIE BLATZER V PETER COULES V CLIFFORD MIKLOS V' BRIAN REAVES I% RON STAPLETON ✓ JEANETTE VIRGILIO Approved by me this 12th day of May, 2008. John F. ATTEST: Charlene Smollen, Village Clerk a, Village Presid M: /Community Development Department /800 - GIS /Agreements /2008 Agreements /IDOT 3 Illinois De of Transportation Intergovernmental Agreement Govemmental Body Name Village of Lemont Address 418 Main St. City, State, Zip Lemont, Illinois 60439 Remittance Address (if different from above) City, State, Zip , Illinois Telephone Number 630- 257 -1595 Fax Number nla FEIN/TIN nla Brief Description of Service (full description specified in Part 5) Provide the GOVERNMENTAL BODY with a non - exclusive, non - transferable license to use NAVTEQ Proprietary Attribute Data (" NAVTEQ Data ") or DEPARTMENT /NAVTEQ Conflated Data with DEPARTMENT proprietary attributes, (hereinafter, "Department Data,") and any related documentation (hereinafter "Files "), in retrievable form in connection with the administration of the GOVERNMENTAL Boots programs. Compensation Method hod (full details Without fee or cost Travel Expense ❑ Yes u Agreement Term From Execution _� No Total Compensation Amount 80 Travel Amount 50 Yes To: No June 30, 2010 Advance Pay ■ E4 REQUIRED SIGNATURES By signing below, GOVERNMENTAL Boor and DEPARTMENT agree to comply with and abide by all provisions set forth in Parts 1 -6 herein and any Appendices thereto. FOR THE GOVERNMENTAL BODY: Signature of A prized Rep == =ntati - FOR THE DEPARTMENT: Jninvi (_ Y.r122c\, 5.12,- Type or Print Name of Authorized Representative Date \i;llacte Pas ic12.11 Y Title of aphorized Representative Mark Kinkade, Bureau Chief, Bureau of Information Processing Ellen Schanzle- Haskins, Chief Counsel Intergovernmental Agreement (Rev. 09/2005) (Approved as to form) Ann L. Schneider, Director of Finance & Administration Milton R. Sees, P.E., Secretary of Transportation Date 1 Agreement No: 08 -116 Illinois Department of Transportation INTERGOVERNMENTAL AGREEMENT FOR SHARING NAVTEQ PROPRIETARY DATA This Agreement is by and between Village of Lemont Please type or print legibly GOVERNMENTAL BODY'S legal name and address 418 Main St. Lemont, IL 60439 hereinafter called the GOVERNMENTAL BODY, and the State of Illinois, acting by and through its Department of Transportation, hereinafter called the DEPARTMENT. Part 1 Scope/Compensation /Term Part 2 General Provisions Part 3 Federally Funded Agreements Part 4 Specific Provisions Part 5 Scope of Services/Responsibilities Part 6 Compensation for Services PART 1 SCOPE / COMPENSATION / TERM A. Scope of Services and Responsibilities. The DEPARTMENT and the GOVERNMENTAL BODY agree as specified in Part 5. B. Compensation. Compensation (if any) shall be as specified in Part 6. C. Term of Agreement. The term of this Agreement shall be from execution to June 30, 2010. D. Amendments. All changes to this Agreement must be mutually agreed upon by DEPARTMENT and GOVERNMENTAL BODY and be incorporated by written amendment, signed by the parties. E. Renewal. This Agreement may be renewed upon written agreement by the parties. Intergovernmental Agreement 2 Agreement No: 08 -116 (Rev. 09/2005) PART 2 GENERAL PROVISIONS A. Changes. If any circumstance or condition in this Agreement changes, GOVERNMENTAL BooY must notify the DEPARTMENT in writing within seven days. B. Compliance/Governing Law. The terms of this Agreement shall be construed in accordance with the laws of the State of Illinois. Any obligations and services performed under this Agreement shall be performed in compliance with all applicable state and federal laws. C. Non - Appropriation. Not applicable to this Agreement. D. Records Inspection. The DEPARTMENT or a designated representative shall have access to GOVERNMENTAL BODY'S work and applicable records whenever it is in preparation or progress, and the GOVERNMENTAL BODY shall provide for such access and inspection. E. Records Preservation. The GOVERNMENTAL BODY, shall maintain for a minimum of three years after the completion of the Agreement, adequate books, records and supporting documents related to this Agreement. Subcontracting /Selection Procedures /Employment of Department Personnel. Not applicable to this Agreement. PART 3 FEDERALLY FUNDED AGREEMENTS [Not applicable to this Agreement.] PART 4 SPECIFIC PROVISIONS A. Invoices. [Not applicable to this Agreement.] B. Billing and Payment. [Not applicable to this Agreement.] C. Termination. See Part 5. D. Location of Service. [Not applicable to this Agreement] E. Ownership of Documents/Title to Work. See Part 5. F. Software. See Part 5. G. Confidentiality Clause. Any documents, data, records, or other information given to or prepared by GOVERNMENTAL BODY pursuant to this Agreement shall not be made available to any individual or organization without prior written approval by the DEPARTMENT. All information secured by GOVERNMENTAL BODY from the DEPARTMENT in connection with the performance of services pursuant to this Agreement shall be kept confidential unless disclosure of such information is approved in writing by the DEPARTMENT. H. Reporting /Consultation. Intergovernmental Agreement 3 Agreement No: 08 -116 (Rev. 09/2005) [Not applicable to this Agreement] 1. Travel Expenses. No expenses for travel, lodging, or per diem shall be paid by the DEPARTMENT pursuant to this Agreement. J. Indemnification. Unless prohibited by State law, the GOVERNMENTAL BODY agrees to hold harmless and indemnify the DEPARTMENT, and its officials, employees, and agents, from any and all losses, expenses, damages (including loss of use), suits, demands and claims, and shall defend any suit or action, whether at law or in equity, based on any alleged injury or damage of any type arising from the actions or inactions of the GOVERNMENTAL BODY and/or the GOVERNMENTAL BODY'S employees, officials, agents, contractors and subcontractors with respect to the use of any NAVTEQ Proprietary Data or Department/NAVTEQ Conflated Data with Department proprietary attributes, and shall pay all damages, judgments, costs, expenses, and fees, including attomey's fees, incurred by the DEPARTMENT and its officials, employees and agents in connection therewith. K. Equal Employment Opportunities, Affirmative Action, Sexual Harassment. [Not applicable to this Agreement.] PART 5 SCOPE OF SERVICE/RESPONSIBILITIES A. The Department will: 1. Provide the GOVERNMENTAL BODY with a non - exclusive, non - transferable license to use NAVTEQ Proprietary Attribute Data ( "NAVTEQ Data ") or DEPARTMENT /NAVTEQ Conflated Data with DEPARTMENT proprietary attributes, (hereinafter, "Department Data, ") and any related documentation (hereinafter "Files "), in retrievable form in connection with the administration of the GOVERNMENTAL BODY'S programs. The DEPARTMENT agrees to provide the GOVERNMENTAL BODY use of NAVTEQ Data and /or Department Data without fee or cost. 2. Retain exclusive ownership of all proprietary DEPARTMENT attributes and data. 3. Provide NAVTEQ Data and /or Department Data to the GOVERNMENTAL BODY only on the transfer media specified on the Departmental Data Order Form, unless otherwise agreed. 4. Terminate the Agreement by giving seven (7) days written notice to the GOVERNMENTAL BODY. 5. Remove from its systems any NAVTEQ Data and /or Department Data usemame and password assigned to the GOVERNMENTAL BODY upon termination or expiration of this Agreement. B. The GOVERNMENTAL BODY AGREES: 1. That it will use any and all NAVTEQ Data and /or Department Data provided by the DEPARTMENT solely in the performance of its authorized and permitted use. The GOVERNMENTAL BODY further agrees that it will not provide or sell any NAVTEQ Data and /or Department Data to any other person or entity without prior express written consent from the DEPARTMENT. 2. To make all requests for NAVTEQ Data and/or Department Data by the appropriate GOVERNMENTAL BODY official. Such requests shall be submitted to the DEPARTMENT'S Bureau of Information Processing at htto : //www.dot.il.00v /oiscoalition and complete the IDOT Data Products Registration form. Intergovernmental Agreement 4 Agreement No: 08 -116 (Rev. 09/2005) 3. To install and operate the NAVTEQ Data and/or Department Data on properly configured and compatible computer equipment using third -party systems and applications software supplied by the GOVERNMENTAL BODY. 4. To require any and all of its consultants, contractors and /or subcontractors who require access to the NAVTEQ Data and /or Department Data products described in this Agreement to execute a written agreement in which the GOVERNMENTAL Boov's consultants, contractors and /or subcontractors agree: a) to be bound by the terms and conditions of this Agreement; b) to refrain from using the NAVTEQ Data and /or Department Data products for any purpose except those authorized by the GOVERNMENTAL BODY in relation to the performance of its official duties; and, c) to retum to the GOVERNMENTAL BODY all copies of NAVTEQ Data and /or Department Data products, regardless of their form or method of storage, upon the completion or termination of its consulting, contracting or subcontracting relationship with the GOVERNMENTAL BODY and/or the completion of its assigned tasks or duties. 5. That it shall refrain from providing or disclosing NAVTEQ Data and /or Department Data to third parties without the prior express written consent of the DEPARTMENT, and further shall refrain from placing any NAVTEQ Data and/or Department Data on the GOVERNMENTAL BODY'S website without the prior express written consent of the DEPARTMENT. This section is not intended to prohibit access to NAVTEQ Data and/or Department Data by the GOVERNMENTAL Boov's consultants, contractors and /or subcontractors as provided in herein. The GOVERNMENTAL Boov shall comply in all regards with the provisions of this Agreement applicable to the digital geographic data contained in the NAVTEQ Data and/or Department Data. 6. To return or destroy all NAVTEQ Data and/or Department Data it has received from the DEPARTMENT within seven (7) calendar days upon termination or expiration of this Agreement. 7. That the NAVTEQ Data and certain Department Data is protected by copyright. 8. To use the NAVTEQ Data and /or Department Data for the solely personal, non commercial purposes contained in this Agreement. 9. That it may copy the NAVTEQ Data and /or Department Data only as necessary for the specified use to (i) view it, and (ii) save it, provided that any copyright notices that appear are not removed and the Data is not modified in any way. The GOVERNMENTAL BODY agrees not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of the NAVTEQ Data and /or Department Data, and will not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. 10. To not (a) use the NAVTEQ Data and /or Department Data with any products systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless- connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs. 11. That the NAVTEQ Data and /or Department Data is provided "as is" and is used at GOVERNMENTAL BooY's risk. Further, there are no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, Intergovernmental Agreement 5 Agreement No: 08 -116 (Rev. 09/2005) fitness for a particular purpose usefulness, use or results to be obtained from the NAVTEQ Data and /or Department Data, or that the Data or server will be uninterrupted or error -free. 12. That any warranties, express or implied, of quality, performance. merchantability, fitness for a particular purpose or non infringement regarding NAVTEQ Data and /or Department Data are disclaimed.. 13. That it knowingly, freely and voluntarily releases, remises and discharges the Department and NAVTEQ North America LLC, their officers, agents, representatives, servants and employees in respect of any claim, demand or action, irrespective of the nature or cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of the NAVTEQ Data and /or Department Data or for any Toss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special, or consequential damages arising out of use or inability to use NAVTEQ Data and /or Department Data, any defect in the Data, or the breach of these terms and conditions, whether in an action in contract or in tort or based on a warranty, even if the GOVERNMENTAL BODY has been advised of the possibilities of such damages. 14. That it will not export from anywhere any NAVTEQ Data and /or Department Data, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. 15. That the terms and conditions protecting the NAVTEQ Data and/or Department Data shall be governed by the laws of the State of Illinois without giving effect to (a) its conflict of laws provisions, or (b) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. The GOVERNMENTAL BODY agrees to submit to the laws of the Jurisdiction of the State of Illinois for any and all disputes, claims or actions arising from or in connection with the NAVTEQ Data and /or Department Data provided. 16. That provisions regarding the return of NAVTEQ Data and /or Department Data shall survive termination and /or expiration of this Agreement and apply to copies of NAVTEQ Data and/or Department Data located or identified as in the possession of the GOVERNMENTAL BooY and/or its consultants, contractors or subcontractors after the date of termination and /or expiration. 17. That each copy of NAVTEQ Data and /or Department Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following 'Notice Use' and shall be treated in accordance with such Notice: NOTICE OF USE CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: NAVTEQ North America, LLC CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654 The NAVTEQ Data is a commercial item as defined in FAR 2.101. 2005 NAVTEQ -All rights reserved. 18. That is has taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of the GOVERNMENTAL BODY have legal authority to sign this Agreement and bind the GOVERNMENTAL BODY to the terms and conditions contained here. 19. That if any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from this Intergovernmental Agreement 6 Agreement No: 08 -116 (Rev. 09/2005) Agreement to the extent of such invalidity or unenforceability, and the remainder hereof will not be affected thereby, each of the provisions hereof being severable in any such instance. 20. That this Agreement may be executed in counter -parts, each of which shall be an original and all of which shall constitute but one and the same instrument. PART 6 COMPENSATION FOR SERVICES The DEPARTMENT and the GOVERNMENTAL BODY enter into this Agreement for the purpose of making NAVTEQ Data and/or Department Data owned and maintained by the DEPARTMENT available to the Governmental Body without fee or cost, pursuant to the terms and conditions set forth herein. Intergovernmental Agreement 7 Agreement No: 08 -116 (Rev. 09/2005)