HomeMy WebLinkAbout25-94 Resolution No. 25-94
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH CLOUDPOINT
GEOSPATIAL, INC. TO UPGRADE THE CITY'S ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE (ESRI) ENVIRONMENT TO ENHANCE THE CITY'S
GEOGRAPHIC INFORMATION SYSTEM (GIS)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin
with Cloudpoint Geospatial, Inc., to upgrade the city's Environmental Systems Research Institute
*ESRI) environment to enhance the city's Geographic Information Systems (GIS) performance
and offerings, a copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: May 14, 2025
Adopted: May 14, 2025
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 14th day of
May 2025, by and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as "City") and Cloudpoint Geospatial, Inc., an Illinois corporation
(hereinafter referred to as "Seller").
WHEREAS, Seller possesses a high degree of professional skill and special knowledge
regarding City's GIS infrastructure and is therefore uniquely suited to provide the services
described in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the Parties hereto
hereby agree as follows:
I. PURCHASE. City shall purchase and Seller shall sell and install the goods and/or
services to the City as described in the eight (8) page proposal, dated March 6, 2025, attached
hereto and made a part hereof as Attachment A.
2. TERMS. This Agreement shall be subject to the terms and conditions contained
herein and as provided by Attachment A, which is attached hereto and made a part hereof. In the
event of any conflict between any of the terms and provisions this Agreement and Attachment A,
the terms and provisions of this Agreement shall supersede and control.
3. LAWNENUE. This Agreement is subject to and governed by the laws of the State
of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of
or in connection with this Agreement shall be the Circuit Court of Kane County, Illinois. Seller
hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois for the
enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit
brought pursuant to this Agreement or the subject matter hereof; and Seller agrees that service by
first class U.S. mail to Cloudpoint Geospatial, Inc., c/o registered agent Northwest Registered
Agent Service,Inc.,2501 Chatham Road, Suite N,Springfield, IL 62704 shall constitute effective
service. The Parties hereto waive any rights to a jury.
4. NO MODIFICATION. There shall be no modification of this Agreement,except
in a writing instrument executed by both Parties with the same formalities as the original
Agreement.
5. MERGER. This Agreement embodies the whole Agreement of the Parties. There
are no promises, terms, conditions or obligations other than those contained herein, and this
Agreement shall supersede all previous communications, representations or Agreements, either
verbal, written or implied between the Parties hereto.
6. INTEREST. Seller hereby waives any and all claims or rights to interest on money
claimed to be due pursuant to this Agreement, and waives any and all such rights to interest to
which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the
Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois
Interest Act(815 ILCS 205/1,et seq.),as amended. The provisions of this paragraph shall survive
any expiration,completion and/or termination of this Agreement.
7. SEVERABILITY. The terms of this Agreement shall be severable. In the event
any of the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force and effect.
8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this
Agreement, it is expressly agreed and understood that in connection with the performance of this
Agreement, Seller shall comply with all applicable federal, state, city and other requirements of
law, including, but not limited to, any applicable requirements regarding prevailing wages,
minimum wage,workplace safety,nondiscrimination and legal status of employees.
9. COUNTERPARTS AND EXECUTION. This Agreement may be executed in
counterparts,each of which shall be an original and all of which shall constitute one and the same
Agreement. This Agreement may be executed electronically, and any signed copy of this
Agreement transmitted by facsimile machine, email,or other electronic means shall be treated in
all manners and respects as an original document. The signature of any party on a copy of this
Agreement transmitted by facsimile machine,email,or other electronic means shall be considered
for these purposes an original signature and shall have the same legal effect as an original
signature.
10. PAYMENT. City shall pay the total sum of Thirty-One Thousand Five Hundred
Dollars ($31,500.00)pursuant to the provisions in Attachment A. The aforementioned total sum
is inclusive of all freight and shipping costs.The City of Elgin is a tax-exempt governmental entity.
11. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary
damages in excess of the purchase price contemplated by this Agreement. In no event shall City
be liable for any consequential, special or punitive damages, or any damages resulting from loss
of profit.
12. TRANSFER OF TITLE/RISK. Transfer of title,and risk of loss shall pass to the
City upon delivery and installation of the goods.
13. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to
and shall indemnify,and hold harmless the City, its officers,employees,boards and commissions
from and against any and all claims, suits,judgments,costs, attorney's fees, damages or any and
all other relief or liability arising out of or resulting from or through or alleged to arise out of any
acts or negligent acts or omissions of Seller or Seller's officers, employees, agents or
subcontractors in the performance of this Agreement, including but not limited to, all goods
delivered or services or work performed hereunder. In the event of any action against the City, its
officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify
and hold harmless, such action shall be defended by legal counsel of the City's choosing.
14. WARRANTY. All applicable warranties, including but not limited to any and all
applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for
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a particular purpose, are included as part of this Agreement, and shall apply to all goods,
accessories,components, and services to the benefit of the City.
15. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not he
construed so as to create a joint venture, partnership, employment or other agency relationship
between the Parties hereto.
16. WAIVER. Neither party hereto shall be responsible for any consequential,
indirect,punitive or incidental damages for any reason whatsoever.Any delay or failure to enforce
any rights by either party arising out of or pursuant to this Agreement shall not constitute,and shall
not be construed as, a waiver of any such rights.
17. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the
Seller arising out of this Agreement must be filed within one year of the date the alleged cause of
action arose or the same will be time-barred.
18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
19. NONDISCRIMINATION.The Seller will not discriminate against any employee
or applicant for employment because of race, color, religion, sex, national origin, age, ancestry,
order of protection status, familial status, marital status, physical or mental disability, military
status,sexual orientation,or unfavorable discharge from military service which would not interfere
with the efficient performance of the job in question. The Seller will take affirmative action to
comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any
subcontractor to submit to the City a written commitment to comply with those provisions. The
Seller will distribute copies of this commitment to all persons who participate in recruitment,
screening,referral and selection of job applicants,prospective job applicants,and subcontractors.
SIGNATURE PAGE FOLLOWS
The persons signing this Agreement certifies that s/he has been authorized by the Seller to commit
the Seller contractually and has been authorized to execute this Agreement on its behalf.
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IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first above
written.
CLOUDPOINT GEOSPATIAL, INC. CITY OF LGIN
Erin Strickler 607t
Print Name Richard G. Kozal, City Manager
L.A. Jdk2
bOOCSIGN 1J7JZ66R-1953QK7Y Attest:
Signature
Vice President of Operations 44Z/A
Title City Clerk
C\Users\katlin bailey\Box\Legal Dept\Agreement\Cloudpoint Geospaual Implementation Svcs Agr-5-2-25 docx
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928 W. Mt.Vernon St.
*CLOUDPOINT Metamora,IL 61548
GEOSPA TIAL
877-377-8124
sales@cloudpointgeo.com
Statement of Work
Prepared for: Aaron Cosentino Quote Number: 1/41
City of Elgin Date: 03/06/2025
150 Dexter Court Expiration: 90 Days
Elgin, Illinois 60120
Scope of Services
The City of Elgin seeks to upgrade its Enterprise GIS environment from 10.8.1 to 11.3.In addition,the City plans to upgrade
its SQL Server from version 2019 to 2022 and update the operating systems on all virtual machines (VMs) to Windows
Server 2022 or 2025.Currently,the City operates a distributed ArcGIS Enterprise deployment with the following
components:
• Portal for ArcGIS,License Manager,and the ArcGIS Data Store on one server.
• ArcGIS Hosting Server as a two-machine site with a shared configuration store and directories.
• Web Server with two ArcGIS Web Adaptors in the DMZ.
Cloudpoint will rearchitect the City's Enterprise GIS environment to enhance performance and scalability.The ArcGIS
Hosting Server will be reconfigured as a single-machine site,with the ArcGIS Data Store relocated to the same server.
This server will be dedicated exclusively to hosting ArcGIS Data Store hosted feature services.To better support
dynamic mapping,the existing dynamic map services on the Hosting Server will be republished to a newly deployed
three-machine ArcGIS Server site.
The shared configuration store and directories will be migrated from the Portal Server to a dedicated file share server.
In addition,Cloudpoint will deploy ArcGIS Monitor to provide the City with proactive system monitoring and valuable
performance insights.As part of the modernization effort,SQL Server will be upgraded from version 2019 to 2022.All
ArcGIS Enterprise components and related software will be installed on new Windows Server 2022 or 2025 VMs.
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G E O S P A T I A I_
877-377-8124
sales@cloudpointgeo.com
Project Approach:
The following steps outline Cloudpoint's intended approach to completing this project.The steps are the responsibility
of Cloudpoint unless otherwise noted. Cloudpoint reserves the right to modify,adjust,or remove steps as necessary to
ensure the successful completion of the project.
1. Client will deploy new VMs running Windows Server 2022 or 2025 for:
1.1. SQL Server
1.2. Portal Server
1.3. Web Server
1.4. ArcGIS Hosting Server
1.5. ArcGIS Dynamic Mapping Servers (3)
1.6. ArcGIS Monitor
2. ArcGIS Enterprise installation:
2.1. Install ArcGIS Enterprise 10.8.1 on the new VMs to prepare for the WebGISDR migration.
3. SQL Server 2022 installation:
3.1. Install SQL Server 2022 on the new VM and migrate users and the first round of data to allow for service
republishing.
4. WebGISDR backup and restore:
4.1. Backup the existing environment using the WebGISDR backup utility.
4.2. Restore the backup to the new environment using the WebGISDR backup utility.
5. Upgrade the new environment to the target version on the new VMs:Esri technical support recommends
upgrading versions below 10.9.1 to 10.9.1 before proceeding to ll.x.Cloudpoint has also experienced issues
attempting a direct upgrade from older versions to ll.x.To ensure a smooth transition,the 10.8.1 deployment will
first be upgraded to 10.9.1 before proceeding with the upgrade to 11.3
5.1. Upgrade deployment to 10.9.1.
5.2. Upgrade deployment to 11.3.
6. Configure new Dynamic Mapping Site and Federate with Portal:
6.1. Create a new ArcGIS Server site dedicated to dynamic mapping services.
6.2. Install ArcGIS Server on two additional servers and join those servers to the new dynamic mapping site.
7. Republish dynamic mapping services to the new site:
7.1. Cloudpoint will create database connection files to the new SQL server and register them with the ArcGIS
Server.
7.2. Client will republish all dynamic mapping services to the new ArcGIS Server dynamic mapping site.
7.3. Client will update the REST URLs in existing web maps with guidance from Cloudpoint.
8. Final Round of Data Migration:
8.1. Place the existing environment into a read-only mode.
8.2. Copy and replace the data in the new environment with the latest data from the existing environment.
9. Client to perform DNS Switch:
9.1. Perform the DNS switch to point the GIS subdomain (maps.cityofelgin.net) to the new web server.
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.CLDUD POINT
Metamora,IL 61548
GEOSPATIAL
877-377-8124
sales@cloudpointgeo.com
10. Install ArcGIS Monitor:
10.1. Install PostgreSQL (required database for ArcGIS Monitor).
10.2.Create ArcGIS Monitor database and user
10.3. Install ArcGIS Monitor.
10.4.ArcGIS Monitor Initial setup.
10.5.Creation of one Analysis view for ArcGIS Server web services.
10.6.Creation of one Analysis view for Portal for ArcGIS.
10.7.Creation of three metric notifications (requires SMTP server).
11. Documentation:
11.1. Architecture diagram
11.2. Enterprise documentation
Deliverables:
• ArcGIS Enterprise 11.3 running on Windows Server 2022 or 2025.
• Portal for ArcGIS and the ArcGIS License Manager(Server 1)
• ArcGIS Hosting Server and ArcGIS Data Store(Server 2)
• ArcGIS Server Dynamic Mapping site (Server 3,Sever 4,and Server 5)
• Web Server (Server 6)
• SQL Server (Server 7)
• ArcGIS Monitor (Server 8)
• SQI Server 2022 running on Windows Server 2022 or 2025
• ArcGIS Monitor 2024.1 running on Windows Server 2022 or 2025
Client Responsibilities:
The City agrees to provide the following as part of this contract in order to meet the items specified in the scope of
services:
• City shall maintain and keep current all Esri software subscriptions necessary to accomplish the tasks listed in
the scope of services herein.
• City shall maintain the necessary hardware and devices to accomplish the tasks listed in the scope of services
herein.
• Cloudpoint staff will require access to the target server and users with administrative privileges while on-site or
via remote connection.
• City shall provide Cloudpoint necessary software or SaaS accounts for the sole use of Cloudpoint throughout
the duration of the contract with appropriate privileges as necessary to accomplish the tasks listed in the scope
of services herein.
• Republishing GIS services to the new ArcGIS Server dynamic mapping site
• Updating web map URLs
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.CLOUD POINT Metamora,IL 61548
GEOSPA I I t-
877-377-8124
sales@cloudpointgeo.com
Timeline
ArcGIS Enterprise projects are currently being scheduled approximately two months ahead upon receipt of a signed
contract.
The following timeline begins on an agreed upon date after the City completes Phase 1:Step 1 and grants Cloudpoint
access to both the new and existing environments.
• Total time:25 business days
• Phase I(steps 2-6):5 business days
• Phase II(steps 6-9):12 business days
• Phase III(step 10):3 business days
• Phase VI(step 11): 5 business days
Pricing
Service Price
ArcGIS Enterprise Deployment Migration,Upgrade,and Rearchitecture $22,900
SQL Services $5,850
ArcGIS Monitor $2,750
TOTAL: $31,600
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928 W. Mt.Vernon St.
.CLOUD
POINT Metamora,IL 61548
(T E [Ti i HATIAI
877-377-8124
sales@cloudpointgeo.com
CLOUDPOINT GEOSPATIAL,INC.-TERMS AND CONDITIONS
The Proposal provided with these terms & conditions is valid for ninety (90) days from the date of submittal, after which
Cloudpoint Geospatial, Inc. reserves the right to change or amend the Proposal. Acceptance of the Proposal is subject to
agreement to these terms&conditions (the"Agreement").In this Agreement,"Consultant"refers to Cloudpoint Geospatial,Inc.,an
Illinois corporation,and"Client"refers to the party set forth in the Proposal.
1.Performance of Services:The Consultant shall perform the services outlined in this proposal (the"Services")in accordance with
this Agreement. The relationship between the Client and the Consultant is solely that of independent contractor and nothing in
this Agreement shall be construed or deemed to create any other relationship including one of employment, agency or joint
venture.
2. Additional Services: Consultant shall be compensated for technical support for any issues arising from connectivity to the
Client's network should remote connectivity be required for the Services.
3.Technical Support:Free technical support in relation to service/product provided in this contract will be provided for a period of
thirty(30) days following final project delivery.Further support may be provided under a separate contract agreed upon between
the parties.
4.User Acceptance: The Client will be provided a period of three (3) weeks to test and review each configured or customized
application prior to final delivery. Once the Client performs their user acceptance testing, Client may enter feedback into the
documentation provided.Consultant will then provide one round of upgrades to the application prior to making final delivery.The
Consultant shall be compensated for any additional upgrades or repairs to the application(s) following the user acceptance
period.
5.Access to Site:Unless otherwise stated,the Consultant will have access to the site for activities necessary for the performance
of the services. The Consultant will take reasonable precautions to minimize damage due to these activities but has not included
in the fee the cost of restoration of any resulting damage and will not be responsible for such costs.
6.Term and Termination:
a. The"Term"of this Agreement extends through the term set forth in the Proposal. If the project completion date is delayed
more than 30 days as a result of the Consultant's schedule or Client's schedule, a reasonable adjustment in the Term will be
made.This Agreement may be terminated by either party should the other party fail to perform any of its obligation hereunder;
the terminating party must provide not less than thirty (30) days' notice of a breach of this Agreement to the other party prior to
terminating this Agreement, and if such breach is curable and is not cured without such thirty (30) day period, the terminating
party may provide notice of immediate termination of this Agreement.
b. Upon termination by Consultant due to a breach by Client, any payments which would have been due from Client if this
Agreement had not been terminated shall accelerate and be paid immediately by Client. Upon termination of this Agreement for
any other reason,including mutual consent to terminate,Client shall make any payments which accrued and became due during
the Term, including any pro rata payments for partial Services performed during the Term. Consultant will release any partially
performed Services to Client upon payment by Client as specified in this paragraph.
7.Payment
Client agrees to pay the Consultant for all Services performed and all costs incurred by Consultant in performance of the same.
a. Managed Services:Invoices for the Consultant's services will be submitted on a monthly basis throughout the length of the
contract.Client agrees to pay the Consultant within thirty(30)days of receiving an invoice unless otherwise agreed to in writing.
b. Block of Hours:Client will be invoiced for the entire contract amount upon receipt of executed contract. Consultant makes
no guarantee of work to be completed in the amount of hours purchased.
c. Lump Sum: Client will be invoiced for 20% of the contract amount after execution of the contract with the remainder to be
invoiced according to the payment schedule included herein. If a payment schedule is not included, the remaining project
balance will be invoiced in months 2 and 3,for a total of 100%invoiced 90 days from the contract execution date.
d.Without limiting Consultant's other rights at law and as set forth herein,Consultant reserves the right to pause its provision
of Services if Client has not paid any amount due hereunder by the due date, and if Client is required to make any payment
upfront,Consultant is not required to begin services until such payment is made.
e. Accounts unpaid thirty (30) days after the payment due date are subject to a monthly service charge of 1.5% (or the
maximum legal rate) on the unpaid balance. In the event any portion of an account remains unpaid 90 days after the billing,the
Consultant may institute collection action and the Client shall pay all costs of collection, including reasonable attorneys'fees. All
fees paid hereunder are nonrefundable.
8.Data Accuracy:Any data deliverables are considered mapping grade quality and should not be used for engineering design or
construction work without being verified by a licensed professional surveyor.
9.Hardware in Excess of Five Years Old:Consultant will not provide support services for hardware of Client that is more than five
(5)years old.
10.Hiring Practices:During the term of this Agreement and for one year thereafter, neither party shall (directly or indirectly, on
their own behalf or on behalf of a third party) hire or engage any employee or independent contractor of the other party,for work
on this Agreement, or any other agreement or work of the hiring party, without the prior written consent of the other party, nor
encourage any employee or contractor to leave the employ of the other party.This section is not intended to restrict the rights of
employees of either party to seek and obtain employment or engagement by the other party on their own initiative or in response
to publicly posted employment advertisements or job fairs,provided no solicitation occurs on the part of the hiring party,directly
or indirectly. Consultant is an equal opportunity employer and values diversity.Consultant does not discriminate based on race,
religion,color,national origin,gender,sexual orientation,age,marital status,veteran status,or disability status.
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GEOSPA TIAL
877-377-8124
sales@cloudpointgeo.com
11.Informat on for the Sole Use and Bens't of the CI ent:All opinions and conclusions of the Consultant,whether written or oral,
and any electronic data, plans, specifications or other documents and services provided by the Consultant are for the sole use
and benefit of the Client and should only be used for the purposes intended as may be described in the Proposal, in this
Agreement, or by Consultant in the course of providing the Services. Nothing contained in this agreement shall create a
contractual relationship with or a cause of action in favor of any third party against either the Consultant or the Client.
12.Confidential Information:
a. During the course of this Agreement, one party may be entrusted with various information (in each case,the"Recipient")
that the other party intends to remain confidential (in each case, the "Discloser"), including but not limited to, processes,
marketing plans, financial information, general business plans, and any other materials which the Recipient knows or should
reasonably know the Discloser intends to remain confidential, which may concern and/or belong to Discloser, the Discloser's
actual or prospective partners, vendors, and suppliers, or Discloser's customers or clients, and which may be in electronic,
physical,written,oral or any other form(collectively,the"Confidential Information").
b. For clarity, the terms of this Agreement shall be considered Confidential Information of Consultant. If this document
becomes subject to a FOIA request the Client must request a redacted version of the document from the Consultant.Consultant
will provide a redacted version within two business days of the request.
c. The term"Confidential Information"does not include any information which at the time of disclosure is in the public domain,
is already known by Recipient at the time of disclosure as demonstrated by Recipient's records,is rightfully obtained by Recipient
on a non-confidential basis from a third party, or which was independently developed by Recipient without reference to the
Confidential Information of Discloser.
d. The Recipient shall not use for its own benefit, and shall not disclose, or authorize any third party to use or disclose, any
Confidential Information of the Discloser, except as may be necessary to fulfill its obligations under this Agreement.
Notwithstanding the foregoing,a Recipient may disclose Confidential Information to the limited extent required in order to comply
with applicable law, or the order of a court or other governmental body, provided that it first provides given written notice to the
Discloser and makes a reasonable effort to obtain a protective order where applicable.
e. If the parties previously entered into a non-disclosure agreement (an "NDA") addressing treatment of confidential
information of the parties which remains in effect, such NDA shall survive except to the extent that it directly conflicts with this
Agreement,in which case this Agreement will control.
13.Intellectual Property:
a. As between Consultant and Client,Consultant holds all right, title,and interest to any and all inventions, ideas, patentable
material, software code, designs, devices, methods, technology, trade secrets, concepts, methodologies, goodwill, trademarks,
service marks, trade names, and general intangibles incorporated within the Services or otherwise provided by Consultant to
Client (collectively, the "Consultant IP"). This Agreement does not grant upon Client any rights to use such Consultant IP in any
manner except in connection with use of the Services.
b. The Consultant will own the intellectual property rights to any solutions or other developments developed or
conceived of as part of the Services and hereby reserves the right to redistribute or resell said property to any interested
party upon removing Client's identifying information. This is not a work made for hire agreement. If Client sends or
transmits any communications or materials to Consultant suggesting or recommending changes to the Services,
including without limitation,new features or functionality relating thereto,or any comments,questions,suggestions,or the
like,Provider is free to use such feedback,and Client hereby assigns the same to Consultant.
14.Liability Insurance:The Consultant maintains insurance coverage of the following types - Professional Liability, Commercial
General Liability,Automobile Liability,Umbrella Policy,and Cyber Insurance.Certificates of insurance will be provided to Client with
additional insured listing upon request.
15. Disclaimer of Warranties: CONSULTANT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, THE SUITABILITY OF
THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THE SERVICES,OR ANY RESULTS RECEIVED THROUGH OR THAT MAY BE
ACHIEVED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND CONSULTANT HEREBY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CONSULTANT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURSUE, TITLE, NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE, OR TRADE PRACTICE. The Consultant shall not be required to execute any documents that would result in the
Consultant certifying, guaranteeing, or warranting the existence of any conditions. Nothing contained in the Proposal, in any of
Consultant's marketing materials,or any oral statements made by Consultant or its representatives,will alter the limitations and
disclaimers set forth in this paragraph.
16.Limitation of Liability: IN RECOGNITION OF THE RELATIVE RISKS,REWARDS,AND BENEFITS OF THE PROJECT TO BOTH THE CLIENT AND
THE CONSULTANT, THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE CLIENT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT
THE CONSULTANT'S TOTAL LIABILITY TO THE CLIENT FOR ANY AND ALL INJURIES,DAMAGES,CLAIMS,LOSSES,EXPENSES OR CLAIM EXPENSES
ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OR CAUSES (INCLUDING BUT NOT LIMITED TO, THE CONSULTANT'S NEGLIGENCE,
ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY) SHALL BE LIMITED TO TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000) OR THE FEES PAID TO CONSULTANT BY CLIENT IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING
RISE TO THE CLAIM, WHICHEVER IS LESS. ADDITIONALLY, IN NO EVENT WILL CONSULTANT BE LIABLE TO CLIENT FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION,
CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR
TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS,OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT
OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR THIS AGREEMENT.
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G E O S P A T I A L
877-377-8124
sales@cloudpointgeo.com
17.Indemnification:Each party to this Agreement in the capacity of"Indemnitor" hereby agrees to indemnify,and hold the other
party (in the capacity of"Indemnitee") harmless from and against all costs, liabilities,damages,including, reasonable attorneys'
fees and costs (collectively,"Indemnified Costs") relating to or arising out of (i)a breach of this Agreement; (ii) a grossly negligent
or more culpable act or omission by Indemnitor;or(iii) improper or intended use of the Services or the results thereof by Client as
Indemnitor.
18.Third-Party Services&Information: This proposal does not include any software licensing or maintenance fees for software.
Client is responsible for providing the necessary software licensing for solutions deployed to and operated on their system. The
Consultant is not responsible for any licensing violations brought on by the Client's negligence.To the extent that any third party
services, including any software and any hosting services, are incorporated within the Services,are provided to Client as part of
the Services, or are recommended by Consultant, Client acknowledges and agrees that (a) the same may be subject to third
party terms and conditions and Client is responsible for reviewing the same;and (b) Consultant is not and shall not be liable for
any errors in the Third Party Services, nor any liabilities or damages arising from Client's use of or access to any Third Party
Services. Further, the Consultant will not be liable for the accuracy, completeness, or costs associated with data acquired from
other sources or retrieved from Client servers when requested by the Client.
19.Amendments:No amendments shall be made to this agreement without prior written consent by both parties. Amendments
to this agreement may only be made by approved personnel from either party having authority to negotiate terms of agreements
for their respective party. In the event of any conflict between the Proposal and this Agreement, or between this Agreement and
any other information or statements provided by Consultant,including invoices,this Agreement shall control.
20. Force Majeure: Consultant shall not be responsible for damages arising directly or indirectly from any delays or causes
beyond the Consultant's control. For purposes of this Agreement, such causes include, but are not limited to, severe weather
disruptions or other natural disasters or acts of God;fires,riots,war or other emergencies;failure of any government agency to act
in timely manner; failure of performance by the Client, the Client's representatives, or the Client's consultants to act in a timely
manner.Consultant shall be compensated accordingly for additional costs incurred because of such delays.
21.Dispute Resolution:Any claims or disputes between the Client and the Consultant arising out of the services to be provided by
the Consultant or out of this Agreement shall be submitted to nonbinding mediation. The Client and the Consultant agree to
include a similar mediation agreement with all contractors, subconsultants, subcontractors, suppliers and fabricators, providing
for mediation as the primary method for dispute resolution among all parties.
22.Governing Law&Jurisdiction: This Agreement shall be governed by and construed under and in accordance with the laws of
the State of Illinois,USA,without regard to its choice of law provisions.Any litigation arising out of the agreement or the relationship
of the parties hereto must be brought in a court of competent jurisdiction in Woodford County,Illinois,or the federal district courts
for the Northern District of Illinois. The prevailing party in any such action will be entitled to recover court costs, reasonable
attorneys'fees,and other legal expense from the non-prevailing party in addition to any other remedy.
23.Survival&Severability:Sections 6,7,10 through 24,and any other provision which by its language or intent should survive,will
survive termination of this Agreement.In the event any of the provisions of this agreement shall be held to be invalid by any court
of competent jurisdiction,the same shall be deemed severable,and as never having been contained herein,and this agreement
shall then be construed and enforced in accordance with the remaining provisions hereof.
24.Assignment:No assignment by Client of this agreement,or of any rights or obligations hereunder,will be valid without the prior
written consent of the Consultant. Notwithstanding the foregoing,this agreement inures to the benefit of and will be binding upon
the parties hereto and their respective heirs, legatees, administrators, executors, legal representative, successors and permitted
assigns.
25.Counterparts:This agreement may be executed in two or more counterparts,each of which will be deemed an original,and all
of which together will constitute one and the same instrument.Scanned images of signatures and other electronic signatures will
be considered equivalent to original signatures.
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928 W. Mt.Vernon St.
OCLOUDPOINT Metamora,IL 61548
G E O :3 PATIAL
877-377-8124
sales@cloudpointgeo.com
Signatures
In witness thereof,City of Elgin and Cloudpoint Geospatial,Inc.agree to the terms as outlined herein on
date:
City of Elgin
Signature
Name
Title
Address
City,State,Zip
Cloud point Geospatial
Signature ` '`t `'
Name Erin Strickler
Title Vice President
Address 928 West Mt.Vernon Street
City,State,Zip Metamora,IL 61548
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