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R-80-06 11/13/2006RESOLUTION NO. '6 RESOLUTION APPROVING INTERGOVERNMENTAL AGREEMENT BETWEEN VILLAGE OF LEMONT AND COUNTY OF WILL FOR GIS DATA SHARING WHEREAS, The Village of Lemont seeks to enter into an Agreement with Will County to ensure coordination of the development of their respective Geographic Information System programs for the mutual benefit of these two governmental agencies; WHEREAS, The Agreement attached hereto as Exhibit A outlines the terms and conditions of the Intergovernmental Agreement. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, as follows: SECTION ONE: That the Board hereby adopts the recitals set forth in the attached Agreement between Village of Lemont and Will County for sharing of data related to the development of each agency's Geographic Information System (GIS) program.. SECTION TWO: That the Agreement attached hereto as Exhibit A is hereby approved by the Board of Trustees. SECTION THREE: That the Village President is hereby authorized and directed to execute said Agreement in substantially the form attached hereto. SECTION FOUR: That all ordinances and resolutions or parts thereof in conflict with the provisions of the Resolution shall be and they are hereby repealed. SECTION FIVE: That this Resolution is effective from and after is passage and publication in the manner provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS on this 13th day of November , 2005. Debby Blatzer Peter Coules Clifford Miklos Brian Reaves Ronald Stapleton Jeanette Virgilio AYES NAYS PASSED ABSENT JOHN ' PIAZZA, Village jresident Attest: CHARLENE SMOLLEN, Village Clerk DATA SHARING INTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF WILL AND VILLAGE OF LEMONT This Intergovernmental Agreement is made and entered into this day of , 2006, by and between the COUNTY OF WILL, hereinafter referred to as the COUNTY, a body corporate and politic, with offices at 302 North Chicago Street, Joliet, Illinois, 60432 and the VILLAGE OF LEMONT hereinafter referred to as the MUNICIPALITY, a municipal corporation with offices at 418 Main St., Lemont, Illinois, 60439. RECITALS WHEREAS, the COUNTY and the MUNICIPALITY are public agencies within the meaning of the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq. (1996), as amended, and WHEREAS, Article VII, Section 10, of the 1970 Constitution of the State of Illinois encourages and provides for units of local government to contract and otherwise associate with the state to exercise, combine or transfer any power or function; and WHEREAS, the County and the Municipality desire to establish and maintain a legal relationship which will ensure adequate coordination of the development of their respective Geographic Information System programs, hereinafter referred to as "GIS program "; and WHEREAS, the County and the Municipality seek agreement on how digital data sets maintained by each unit of government shall be made available for use in their respective GIS programs; and WHEREAS, the County and the Municipality have elected to cooperate with each other by coordinating the development of common definitions, database designs and metadata standards to facilitate mutual sharing of data sets; and WHEREAS, the County and the Municipality shall review their GIS programs cooperatively to promote the development of compatible hardware and software systems. NOW, THEREFORE, in consideration of the mutual promises, obligations and undertakings set forth herein, the parties agree as follows: Section 1.0 Recitals Incorporated. 1.1 The foregoing recitals are incorporated herein by reference as though fully set forth. Section 2.0 Terms of This Agreement. 2.1 This Agreement shall be in effect after its execution by the parties through (date) 2005 and shall be automatically renewed for successive one -year periods, without further written agreements. Section 3.0 Duties of the County. 3.1 The County hereby provides the Municipality with a data license to use certain specified data sets for the municipality and its one and one half mile planning district: a) Planimetry b) Geodotic Control /PLSS Survey c) Digital Ortho-Photography d) Digital Tax Maps in DWG format, Release 2000 or ESRI Shapefile. e) Parcel /Assessment Data Section 4.0 Duties of the Municipality. 4.1 The Municipality hereby provides the County with a data license to use the following data sets: a) Planimetry b) Topography /Digital Terrain Model (DTM) c) Geodotic Control /PLSS Survey d) Digital Ortho-Photography e) Property/Parcel data Section 5.0 Distribution. 5.1 Digital data will be provided to both parties on CD Rom or DVD media in a format compatible with the County's system. Section 6.0 Schedule. 6.1 Both parties will deliver the data sets described in Sections 3 and 4 above in accordance with the Delivery Schedule attached hereto as Attachment Number 1. Section 7.0 Compensation. 7.1 Both parties agree to provide digital information described in Sections 3 and 4 above to each other based on the attached Data Sharing Fee Schedule that is incorporated herein by reference as if fully set forth. If the Municipality is unable to meet the minimum requirements of the Fee Schedule, the Municipality agrees to remit to the County the sum of $7,500.00 annually. The first payment shall be made within thirty (30) days of the signing of this agreement to the County of Will at the address found in Section 13.1. Subsequent annual payments shall be made on the anniversary of the date of the signing of this agreement. Section 8.0 Indemnification. 8.1 Both parties agree to defend and indemnify and hold each other, their agents and employees, harmless from any and all claims, demands, damages, actions, losses, and expenses, including attorney's fees and patent infringement, arising out of or in any way connected with the County's or the Municipality's use of the information described in Sections 3 and 4 above. Section 9.0 Warranty Disclaimer. 9.1 Both parties make no warranty or guarantee concerning the accuracy of the information in the data sets described in Sections 3 and 4 above. Both parties further make no warranties or guarantees, either expressed or implied, as to the completeness, accuracy, correctness or the fitness of the data sets. Neither party accepts any liability arising from any incorrect, incomplete or misleading information contained therein. There are no warranties, either expressed or implied, of merchantability or fitness of such data sets for a particular purpose. Section 10.0 Confidentiality. 10.1 With each transmission of data components, the municipality and the County shall each clearly designate which information is confidential and/or proprietary, and both parties agree to respect all designated confidentiality and proprietary issues except as may be mandated by state or federal law. Section 11.0 Protection of Proprietary Rights. 11.1 Both parties agree that reproduction, transmission or redistribution of the data sets, described in Sections 3 and 4 above, outside of each party's organization is expressly forbidden. This does not include derived hard copy map products. 11.2 The only exception to the provisions of 11.1 is redistribution to consultants working directly for the Municipality or County, and then only, with written permission of both parties and for purposes related to work for the municipality or county. 11.3 Both parties understand that this Agreement does not constitute a sale of any title or interest in the data sets exchanged and both parties reserve all rights not expressly granted to the party receiving the data sets. The data sets are protected by the copyright laws of the United States and are being furnished with all rights reserved. Section 12.0 Entire Agreement. 12.1 This Agreement represents the entire agreement between the parties with respect to the sharing of GIS program data, and supersedes all previous communications or understandings whether oral or written. Section 13.0 Notices. 13.1 Any notice required hereunder shall be deemed properly given to the party to be notified at the time if it is personally delivered or mailed by certified mail, return receipt requested, to the party's address. The address of each party is as specified below and either party may change its address for receiving notices by giving notice thereof in compliance with the terms of this subsection. FOR THE COUNTY FOR THE MUNICIPALITY Lawrence M. Walsh John F. Piazza Will County Executive Village President Will County Executive Offices 418 Main St 302 North Chicago Street Lemont, IL 60439 Joliet, IL 60432 Section 14.0 Amendment, Modification or Termination of This Agreement. 14.1 No modification or amendment to this Agreement shall be effective until approved by the parties in writing. 14.2 Either party may terminate this Agreement at will. 14.3 Both parties agree that a minimum of thirty (30) days written notification shall be provided by the terminating party stating the intent to terminate the Agreement. Section 15.0 Non Assignment. 15.1 This Agreement shall not be assigned by either party. Section 16.0 Governing Law. 16.1 This Agreement shall be governed by the laws of the State of Illinois as to both interpretation and performance. 16.2 The venue for any legal action arising out of this agreement shall be the 12th Judicial Circuit, Will County, Illinois. Section 17.0 Captions and Paragraph Headings. 17.1 Captions and paragraph headings are for convenience only and are not part of this Agreement and shall not be used in construing it. THE PARTIES TO THIS AGREEMENT by their signatures acknowledge they have read and understand this agreement and intend to be bound by its terms. BY: BY: VILLAGE OF LEMONT COUNTY OF WILL BY: A. TEST ATTEST DATED THIS DAY OF BY: