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Resolution 2005-26 2 STATE OF ILLINOIS ) COPY )ss COUNTY OF KENDALL ) RESOLUTION NO. 2005- ab RESOLUTION APPROVING AGREEMENT WITH v NICOR, Inc. FOR ACCESS TO NICOR'S "EASYSTREET" WEBSTTE WHEREAS, the City Council of the United City of Yorkville has considered approval of an agreement with Nicor, Inc. for access to its "EasyStreet Website; and WHEREAS, a copy of said agreement is attached hereto and incorporated herein as Exhibit "A "; and NOW THEREFORE, upon Motion duly made, seconded and approved by the majority of those members of the City Council voting, the Agreement in the form set forth in Exhibit "A" is hereby approved, and the Mayor and City Clerk are authorized to execute said Agreement on behalf of the United City of Yorkville. WANDA O ARE JOSEPH BESCO 0 VALERIE BURR PAUL JAMES DEAN WOLFER , , MARTY MUNNS ... ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this k'(1 Day of , A.D. 2005. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 1D day of '(�r"�._.,� , A.D. 2005. 0 CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 i Linking Agreement j This Linking Agreement ( "Agreement ") is entered into on 2005 between Nicor Inc. with a principal place of business at 1844 Ferry Road, Naperville, IL 60563 ( "Nicor ") and the City of Yorkville with an address of 800 Game Farm Road, Yorkville, IL 60560 ( "City "). Nicor and City shall be individually referred to as "party" and collectively as "parties." Nicor and City agree as follows: 1. Limited License. During the term of this Agreement, Nicor grants to City a nonexclusive, nontransferable, revocable right and license to access the EasyStreet Website which includes but is not limited to atlas pages and scheduling information ( "EasyStreet Website ") and to place on I City's intranet (internal website) a graphic link to the EasyStreet Website. Nicor shall provide authorized City personnel with the necessary user ID and password to access the EasyStreet Website at http: / /easystreet.nicor.com or such other website and/or website address as approved by Nicor. The EasyStreet Website may also transport viewers to the Nicor website at www.nicor.com or such other website and/or website address as approved by Nicor and/or other websites. 2. Limitations on Use. Nicor reserves all rights in the "Marks" (defined as all of Nicor's names, trademarks, service marks, trade dress, and the like) and all other intellectual property belonging to Nicor. City agrees that, except for the limited license contained in this Agreement, City has not acquired, and will not acquire, any right, interest, or title to the Marks or to EasyStreet's Website. City acknowledges that Nicor owns all proprietary rights in the Marks and the EasyStreet Website, and that Nicor is considered the creator of the Marks and the EasyStreet Website. Nothing contained in the EasyStreet Website is intended as a substitute for City's compliance with all laws and regulations including, but not limited to, the Underground Utility Facilities Damage Prevention Act (220 ILCS 5011 et. seq). 3. User ID, Password and Account Access Information. Nicor shall provide authorized City personnel with user ID(s) and password(s) to access the EasyStreet Website. City is responsible for keeping its user IDs and passwords confidential. If City gives an unauthorized person City's user IDs or passwords, City does so at its own risk and Nicor may immediately terminate this Agreement. City is responsible for contacting Nicor immediately if City suspects that someone else has obtained unauthorized access to City's user IDs or passwords. 4. Press Releases. The City shall not make, release, or disseminate any public statements, promotions, press releases, or announcements relating to the EasyStreet Website without Nicor's prior written consent. Nicor may make reference to City's use of the EasyStreet Website without City's consent. i 5. Term and Termination. Either City or Nicor may terminate this Agreement at any time, with or without cause, by giving notice of termination to the other party. Upon the termination of this Agreement, City will immediately cease use of, and remove, anything related to Nicor pursuant to this Agreement, from City's servers and computers. 6. Privacy City agrees that if City obtains personally identifiable information of Nicor's customers, City will obtain such information in accordance with all applicable U.S. and state laws and regulations and as requested by Nicor. City agrees that City will share such information with Nicor upon Nicor's request. City may not copy, furnish, sell or display for redistribution to third parties for commercial purposes any portion of the content of the EasyStreet Website without the prior written permission of Nicor. 1 7. Limitation on Nicor's Liabilitv. City expressly agrees that use of the EasyStreet Website is at City's sole risk. Neither Nicor, nor its subsidiaries, nor any of its officers, directors, or employees, agents, third -party content providers, affiliates, merchants, sponsors, licensors or associates: (a) warrant that the EasyStreet Website will be uninterrupted or error free or (b) be responsible for any direct or indirect losses or damages from the use or inability to use the EasyStreet Website. Nicor reserves the right at any time, and from time to time to modify, or discontinue, temporarily or permanently the EasyStreet Website (or any part thereof) with or without notice. City agrees that Nicor shall not be liable to City or to any third party for any modification, suspension or discontinuance of the EasyStreet Website. Nicor disclaims any and all representations and warranties with respect to the EasyStreet Website and its contents, whether expressed, implied, or statutory, including, but not limited to warranties of accuracy, title, merchantability and fitness for a particular purpose. Without limit, Nicor does not endorse nor make any warranties or representations from any website that City may access through the EasyStreet Website. Links to other sites including to Nicor's website are provided for convenience purposes only. NICOR WILL NOT BE LIABLE TO CITY FOR INDIP ECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF NICOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NICOR'S DAMAGES TO CITY ARISING OUT OF THIS AGREEMENT EXCEED FIVE HUNDRED U.S. DOLLARS ($500.00). 8. Governine Law. This Agreement is governed and construed in accordance with the law of Illinois, without giving effect to conflicts of law principles therein. Both parties consent and submit to the jurisdiction of Illinois courts. 9. Consideration. The parties agree that no money will be exchanged between them for the rights granted herein, but that other good and valuable consideration is being exchanged in lieu thereof. 10. Miscellaneous. No failure of either parry to exercise or enforce its right under this Agreement will act as a waiver of such rights. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in force. The relationship between the parties is that of independent contractor, and neither has the power to bind or incur obligations on behalf of the other without obtaining the other's prior written consent. Neither party shall misrepresent or imply any agency or affiliation with the other. City may not transfer /assign this Agreement for any reason without Nicor's prior written consent. This Agreement sets forth the entire agreement between Nicor and City. This Agreement may not be amended except in writing and signed by Nicor and City. In Witness Whereof, the parties have executed this Agreement the date written below. City of Yorkville Nicor Inc. B By: Print: i,�`Lr���\`�S�/ Print: Title: —CX4, Title: Date: 0 Date: 2