R2021-113 Resolution Authorizing an Intergovernmental Agreement with the Illinois Department of Transportation for Maintenance of Traffic Control Devices

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PART 4 SPECIFIC PROVISIONS A. Invoices Invoices submitted by the GOVERNMENTAL BODY will be for costs that have been Incurred to complete the Part 5, Scope of Services.If the GOVERNMENTAL BODY's Invoices are deemed by the DEPARTMENT or auditors to not be sufficiently documented for work completed,the DEPARTMENT may require further records and supporting documents to verify the amounts,recipients and users of all funds invoiced pursuant to this Agreement.Furthermore,if any of the deliverables in Part 5 are not satisfactorily completed,GOVERNMENTAL BODY will refund payments made under this agreement to the extent that such payments were made for any such incomplete or unsatisfactory deliverable. Any invoices/bills issued by the GOVERNMENTAL BODY to the DEPARTMENT pursuant to this Agreement shall be sent to the following address: Illinois Department of Transportation Attention Josh Porter Address 00 W Wabash city State ZID Code Effingham IL 62401 All invoices shall be signed by an authorized representative of the GOVERNMENTAL BODY. B. Billing and Payment All invoices for services performed and costs incurred by the GOVERNMENTAL BODY prior to July 1st of each year must be presented to the DEPARTMENT no later than Jm&31st of that same year for payment under this Agreement Notwithstanding any other provision of this Agreement,the DEPARTMENT shall not be obligated to make payment to the GOVERNMENTAL BODY on invoices presented after said date.Failure by the GOVERNMENTAL BODY to present such invoices prior to said date may require the GOVERNMENTAL BODY to seek payment of such invoices through the Illinois Court of Claims and the Illinois General Assembly.No payments will be made for services performed prior to the effective date of this Agreement The DEPARMENT will direct all payments to the GOVERNMENTAL BODY's remittance address listed in this Agreement C. Termination This Agreement may be terminated by either party by giving thirty_(30)calendar days written notice.if the. _.._ DEPARTMENT is dissatisfied with the GOVERNMENTAL BODY's performance or believes that there has been a substantial decrease in the GOVERNMENTAL BODY's performance,the DEPARTMENT may give written notice that remedial action shall be taken by the GOVERNMENTAL BODY within seven(7)calendar days.If such action Is not taken.within the time afforded,the DEPARTMENT may terminate the Agreement by giving seven(7)calendar days written notice to the GOVERNMENTAL BODY. In either instance,the GOVERNMENTAL BODY shall be paid for the value of all authorized and acceptable work performed prior to the date of termination,including non-cancelable obligations made prior to receipt of notice of termination and for which work will be completed within thirty(30)days of receipt of notice of termination,based upon the payment temps set forth in the Agreement. D. Location of Service Service to be performed by the GOVERNMENTAL BODY shalt be performed as described in Part 5. E. Ownership of Documentstntie to Work All documents,data and records produced by the GOVERNMENTAL BODY in carrying out the GOVERNMENTAL BODY's obligations and services hereunder,without limitation and whether preliminary or final,shall become and remain the property of the DEPARTMENT.The DEPARTMENT shall have the right to use all such documents,data and records without restriction or limitation and without additional compensation to the GOVERNMENTAL BODY.All documents, data and records utilized in performing research shall be available for examination by the DEPARTMENT upon request.Upon completion of the services hereunder or at the termination of this Agreement,all such documents,data and records shall,at the option of the DEPARTMENT,be appropriately arranged,indexed and delivered to the DEPARTMENT by the GOVERNMENTAL BODY. F. Software All software and related computer programs produced and developed by the GOVERNMENTAL BODY(or authorized contractor or subcontractor thereof)in carrying out the GOVERNMENTAL BODY's obligation hereunder,without limitation and whether preliminary or final,shall become and remain the property of both the DEPARTMENT and the GOVERNMENTAL BODY. The DEPARTMENT shall be free to sell,give,offer or otherwise provide said software and related computer programs to any other agency,department,commission,or board of the State of Illinois,as well as any other agency,department,commission, board,or other governmental entity of any country,state,county,municipality,or any other unit of local government,or to any entity consisting of representatives of any unit of government,for official use by said entity.Additionally,the DEPARTMENT shall be free to offer or otherwise provide said software and related computer programs to any current or future contractor. The DEPARTMENT agrees that any entity to whom the software and related computer programs will be given,sold or otherwise offered shall be granted only a use license,limited to use for official or authorized purposes,and said entity shall otherwise be prohibited from selling,giving or otherwise offering said software and related computer programs without the written consent of both the DEPARTMENT and the GOVERNMENTAL BODY. Printed 0421121 Page 6 of 16 Boss 2804(Rev.04/06/20)