R-1435 - 02/24/2015 - GIS - Resolutions RESOLUTION 2015-GIS-AG-EX1-R-1435
A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING
AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY
AND BETWEEN THE VILLAGE OF OAK BROOK AND AYRES ASSOCIATES, INC.
TO PROVIDE THE VILLAGE GEOSPATIAL
WHEREAS, the Village is a member of the GIS Consortium ("Consortium"), an organization
comprised of municipalities in northeastern Illinois, which Consortium shares the cost of establishing a
regional Geographic Information Systems program ("Program"); and
WHEREAS, on behalf of its members, the Consortium selected Ayres Associates, Inc. ("Ayres"),
through a competitive process for the provision of geospatial services("Services'); and
WHEREAS, in 2013, the Village retained Ayres to provide planimetric services; and
WHEREAS, the Village was satisfied with the planimetric services provided by Ayres; and
WHEREAS, the Village desires Ayres to provide the Services; and
WHEREAS, the President and Board of Trustees, being fully advised in the premises, have
determined that it is in the best interests of the Village and its residents to so waive competitive bidding
and to approve the Agreement for the Services;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Waiver of Competitive Bidding Requirements. The advertising and bidding
requirements for the purchase of the Services shall be, and they are hereby, waived in accordance with
Section 1-7-4 of the Village Code.
Section 3: Approval of Purchase of Geospatial Mapping Services. The purchase of
Services from Ayres for a cost not to exceed $26,044.00 shall be, and is hereby, approved.
Section 4: Approval of Agreement. The President and Board of Trustees hereby approve
the Agreement with Ayers in substantially the same form as attached as Exhibit A, and in a final form
approved by the Village Attorney.
Section 5: Authorization and Execution of Agreements. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Ayers after
receipt of the final Agreement fully executed by Ayers.
Section 6: Effective Date. This Resolution shall be in full force and effect from and after its
passage by two-thirds of the Trustees and its approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2015-GIS-AG-EXI-R-1435
Waiver of Competitive Bidding and
Execution of Agmt.with Ayres Associates,Inc.
To provide Village Geospatial
Page 2 of 3
APPROVED THIS 24th day of February, 2015.
r
60
Gopal G. Lalmalani
Village President
PASSED THIS 24th day of February, 2015.
Ayes: Trustees Adler, Mar, Manzo,_Mooy, Wolin. YiusLf
Nays: None
Absent: None
ATTEST:
s
xT Charlotte K. Pruss
.t" Village Clerk
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Resolution 2015-GIS-AG-EX1-R-1435
Waiver of Competitive Bidding and
Execution of Agmt.with Ayres Associates, Inc.
To provide Village Geospatial
Page 3 of 3
EXHIBIT A
3
AGREEMENT FOR
PROFESSIONAL SERVICES
FOR
GEOSPATIAL SERVICES
THIS IS AN AGREEMENT made between the Village of Oak Brook, Illinois (OWNER) and
Ayres Associates Inc, 5201 E. Terrace Drive, Suite 200, Madison, WI 53718 (CONSULTANT).
OWNER intends to retain the CONSULTANT to prepare digital orthoimagery.
OWNER and CONSULTANT agree to performance of professional services by CONSULTANT
and payment for those services by OWNER as set forth below.
1.1 General
1.1.1 CONSULTANT shall provide professional services for OWNER as hereinafter
provided.
1.2 Geospatial Services
After written authorization to proceed, CONSULTANT shall:
1.2.1 Produce digital orthophotography for the Village of Oak Brook, Illinois for the
project area shown on Exhibit A, from aerial imagery acquired by the
CONSULTANT using a photogrammetric digital camera in the spring of 2015.
1.2.1.1 Aerial imagery will be georeferenced using an existing digital elevation
model.
1.2.2.2 Orthoimagery will be prepared at 3-inch resolution and tiled according to
PLSS quarter sections. Orthoimagery tiles will be delivered as GeoTIFF
and MrSID format (with world files). Orthoimagery tiles will be prepared in
a fashion which minimizes "white space" or"void areas" around the
exterior of the municipality.
1.2.2.3 A digital orthoimagery mosaic will be prepared for the entire project area
and delivered as MrSID compressed format.
1.2.2.4 Digital orthoimagery will conform to horizontal accuracy consistent with
National Map Accuracy Standards for 1" = 50' map scale.
1.2.2 Prepare metadata for all delivered products.
Approved asp Form "
Date: �- Z
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1.2.3 Deliverable products will include:
• Digital orthoimagery tiles in uncompressed TIFF format (with world files)
• Digital orthoimagery tiles in compressed MrSID format (with world files)
• Project-wide mosaic in MrSID format
• FGDC compliant metadata
ARTICLE 2—CHANGES IN THE SCOPE OF SERVICES
2.1 Services Requiring Authorization in Advance
CONSULTANT acknowledges and agrees that OWNER shall not be liable for any costs
incurred by CONSULTANT in connection with any services provided by CONSULTANT that are
outside the scope of the services described in Section 1.2 of this Agreement unless such
services are authorized in writing by OWNER (Additional Services), which Additional Services
CONSULTANT shall furnish as hereinafter provided. These services are not included as part of
1.2 Geospatial Services and will be paid for by OWNER as indicated in Article 5.
2.1.1 Services to investigate existing conditions or facilities or to verify the accuracy of
information furnished by OWNER.
2.1.2 Services resulting from significant changes in the general scope, extent or
character of the Project.
2.1.3 Furnishing services of independent professional associates and consultants for
other than Basic Services.
2.1.4 Preparing to serve or serving as a consultant or witness for OWNER in any
litigation, arbitration or other legal or administrative proceeding involving the
Project.
2.1.5 Additional services in connection with the Project, including services which are to
be furnished by OWNER, and services not otherwise provided for in this
Agreement.
ARTICLE 3—OWNER'S RESPONSIBILITIES
OWNER shall do the following in a timely manner so as not to delay the services of
CONSULTANT:
3.1 Designate in writing a person to act as OWNER's representative.
3.2 Provide criteria and information as to OWNER's requirements.
3.3 To the extent allowed by law and may be reasonable, arrange for access to and make
provisions for
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CONSULTANT to enter upon public and private property as required for CONSULTANT
to perform services under this Agreement.
3.4 Give prompt written notice to CONSULTANT whenever OWNER observes or otherwise
becomes aware of any development that affects the scope or timing of CONSULTANT's
services.
3.5 Furnish, or direct CONSULTANT to provide, Additional Services as stipulated in
Paragraph 2.1 of this Agreement or other services as required.
3.6 OWNER has designated the following representative to serve as the Quality
Assurance/Quality Control for the project: Thomas Thomey; MGP, Inc.; 701 Lee Street;
Suite 1020; Des Plaines, IL 60016; Phone: (847) 656-5698. CONSULTANT will deliver
Preliminary Product to the above designee.
3.7 OWNER will provide CONSULTANT with boundaries for the mapping to be performed
under Article 1 by May 1, 2015. The boundary will be provided to CONSULTANT in
ESRI shapefile or geodatabase format.
3.8 Prior to commencement of mapping, OWNER will provide CONSULTANT with the GIS
Consortium's most current ESRI Geodatabase which includes the existing Planimetric
and Digital Terrain Model (DTM). The Geodatabase shall reflect the most current
feature geometry and attribution.
ARTICLE 4-PERIODS OF SERVICE
The provisions of this Article 4 and the compensation for CONSULTANT's services have been
agreed to in anticipation of the orderly and continuous progress of the Project.
4.1 The services called for in Article 1 - Scope of Services will be completed and submitted
as follows:
4.1.1 Preliminary Product. CONSULTANT will deliver the preliminary products to
OWNER by October 15, 2015, provided that the CONSULTANT receives the
executed contract from OWNER by May 15, 2015. Delay in contract execution
beyond this date will result in equivalent delay for delivery of mapping to
OWNER.
4.1.2 QA/QC Review. OWNER, or the designee as stated in paragraph 3.6
will review the Preliminary Product and compile suggestions for modification and
adjustment and submit review to CONSULTANT within 15 calendar days of
receipt of Preliminary Product.
4.1.3 Final Deliverable. CONSULTANT will make final delivery of the Final
Products (all deliverables) within 15 calendar days of receipt of the QA/QC
Review from OWNER, or the designee as stated in paragraph 3.6.
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4.2 CONSULTANT's services under this Agreement shall be considered complete at the
earlier of(1) the date when the submissions have been accepted by OWNER or (2) thirty
days after the date when such submissions are delivered to OWNER.
4.3 If OWNER has requested significant modifications or changes in the general scope,
extent or character of the Project, the time of performance of CONSULTANT's services
shall be adjusted equitably.
4.4 If CONSULTANT's services for the Project are delayed or suspended in whole or in part
by OWNER for more than three months for reasons beyond CONSULTANT's control,
CONSULTANT shall on written demand to OWNER (but without termination of this
Agreement) be paid as provided in paragraph 5.3.2.
ARTICLE 5—COMPENSATION AND PAYMENTS
5.1 Compensation for Services
5.1.1 Basic Services. OWNER shall pay CONSULTANT for Basic Services rendered
as follows:
5.1.1.1 For services outlined above, OWNER shall pay CONSULTANT a lump
sum fee of$26,044.00.
5.2 Times of Payments
5.2.1 CONSULTANT shall submit monthly invoices for Basic and Additional Services
rendered. OWNER shall make payments in accordance with the State of Illinois
Prompt Payment Act in response to CONSULTANT's invoices.
5.3 Other Provisions Concerning Payments
5.3.1 The OWNER shall make payments in accordance with the Local Government
Prompt Payment Act (50 ILCS 505/1). Under the Prompt Payment Act, the
Village has 30 days for approval of bills, and then 30 days for payment of
approved bills.
5.3.2 In the event of termination by OWNER, CONSULTANT will be reimbursed for all
charges and services rendered as authorized by the OWNER for services
rendered up to the time of cancellation.
5.3.3 Records pertinent to CONSULTANT's compensation will be kept in accordance
with generally accepted accounting practices. In addition, CONSULTANT shall
maintain records showing actual time devoted and costs incurred, and shall
permit OWNER to inspect and audit all data and records of CONSULTANT for
work done pursuant to this Agreement. The records shall be made available to
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OWNER at reasonable times during the term of this Agreement, and for one year
after the termination of this Agreement.
5.3.4 Each payment by OWNER to CONSULTANT includes all applicable federal,
state, and Village taxes of every kind and nature applicable to the Services, as
well as all taxes, contributions, and premiums for unemployment insurance, old
age or retirement benefits, pensions, annuities, or similar benefits, and all costs,
royalties, and fees arising from the use on, or the incorporation into, the Services,
of patented or copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claims or rights to claim additional
compensation by reason of the payment of any such tax, contribution, premium,
cost, royalty, or fee are hereby waived and released by CONSULTANT.
ARTICLE 6 -GENERAL CONSIDERATIONS
6.1 Reuse of Documents
Any reuse of the services and documents provided under this agreement for purposes not
intended, will be at the owners sole risk.
6.2 Controlling Law
This Agreement shall be governed by, construed and enforced in accordance with the internal
laws, but not the conflicts of laws rules, of the State of Illinois; venue for any action related to
this Agreement will be in the Circuit Court of DuPage County, Illinois.
6.3 Indemnification
CONSULTANT shall, and does hereby agree to, indemnify, and save harmless the Village
against all damages, liability, claims, losses, and expenses (including attorneys' fees) that may
arise, or be alleged to have arisen, out of or in connection with CONSULTANT's performance
of, or failure to perform, the Services or any part thereof, or any failure to meet the
representations and certifications set forth in this Agreement.
6.4 Termination
The obligation to provide further services under this Agreement may be terminated by either
party upon seven calendar days' written notice in the event of substantial failure by either party
to perform in accordance with the terms hereof through no fault of the terminating party.
6.5 Copyright Assignment
The CONSULTANT assigns copyright and all ownership rights to the OWNER for all deliverable
products produced under this contract. All deliverable products prepared by the CONSULTANT
under this contract are the property of the OWNER. The CONSULTANT agrees that the
products shall not be made available to nor used to prepare additional products for any
individual or organization at any time without prior written approval by the OWNER.
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6.6 Force Majeure
Neither party will be responsible to the other for damage, loss, injury, or interruption of work if
the damage, loss, injury, or interruption of work is caused solely by conditions that are beyond
the reasonable control of the parties, and without the intentional misconduct or negligence, of
that party (hereinafter referred to as a "force majeure event"). To the extent not within the
control of either party, such force majeure events include: acts of God, acts of any governmental
authorities, fire, explosions or other casualties, vandalism, and riots or war. A party claiming a
force majeure event ("the claiming party") shall promptly notify the other party in writing,
describing the nature and estimated duration of the claiming party's inability to perform due to
the force majeure event. The cause of such inability to perform will be remedied by the claiming
party with all reasonable dispatch.
6.7 Representations of CONSULTANT
CONSULTANT represents and certifies that the services and the deliverable products shall be
performed, prepared, and provided in accordance with the standards of professional practice,
care, and diligence practiced by recognized consultants in performing services of a similar
nature in existence at the time of performance and delivery. The representations and
certifications expressed shall be in addition to any other representations and certifications
expressed in this agreement, or expressed or implied by law, which are hereby reserved unto
OWNER.
CONSULTANT further represents that it is financially solvent, has the necessary financial
resources, and is sufficiently experienced and competent to perform and complete the services
and provide the deliverable products in a manner consistent with the standards of professional
practice by recognized consultants providing services of a similar nature. CONSULTANT shall
provide all personnel necessary to complete the services.
6.8 Insurance
CONSULTANT acknowledges and agrees that Consultant shall, and has a duty to, maintain
adequate insurance, in an amount, and in a form and from companies, acceptable to OWNER.
CONSULTANT's maintenance of adequate insurance shall not be construed in any way as a
limitation on CONSULTANT's liability for losses or damages under this agreement.
6.9 No Personal Liability
No elected or appointed official, or employee of OWNER shall be personally liable, in law or in
contract, to CONSULTANT as the result of the execution of this agreement.
6.10 Relationship of the Parties
CONSULTANT shall act as an independent contractor in providing and performing the services.
Nothing in, nor done pursuant to, this agreement shall be construed to: (1) create the
relationship of principal and agent, employer and employee, partners, or joint venturers between
OWNER and CONSULTANT; or (2) to create any relationship between OWNER and any
subcontractor of CONSULTANT.
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6.11 Conflicts of Interest
CONSULTANT represents and certifies that, to the best of its knowledge: (1) no OWNER
employee or agent is interested in the business of CONSULTANT or this agreement; (2) as of
the date of this agreement, neither CONSULTANT nor any person employed or associated with
CONSULTANT has any interest that would conflict in any manner or degree with the
performance of the obligations under this agreement; and (3) neither CONSULTANT nor any
person employed by or associated with CONSULTANT shall at any time during the term of this
agreement obtain or acquire any interest that would conflict in any manner or degree with the
performance of the obligations under this agreement.
6.12 No Collusion
CONSULTANT represents and certifies that CONSULTANT is not barred from contracting with
a unit of state or local government as a result of(1) a delinquency in the payment of any tax
administered by the Illinois Department of Revenue unless CONSULTANT is contesting, in
accordance with the procedures established by the appropriate revenue act, its liability for the
tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal
Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. If at any time it shall be
found that CONSULTANT has, in procuring this agreement, colluded with any other person,
firm, or corporation, then CONSULTANT shall be liable to OWNER for all loss or damage that
OWNER may suffer, and this agreement shall, at OWNER's option, be null and void.
6.13 Compliance with Laws and Grants
CONSULTANT shall give all notices, pay all fees, and take all other action that may be
necessary to ensure that the services are provided, performed, and completed in accordance
with all required governmental permits, licenses, or other approvals and authorizations that may
be required in connection with providing, performing, and completing the services, and with all
applicable statutes, ordinances, rules, and regulations, including without limitation the Fair Labor
Standards Act; any statutes regarding qualification to do business; any statutes prohibiting
discrimination because of, or requiring affirmative action based on, race, creed, color, national
origin, age, sex, or other prohibited classification, including, without limitation, the Americans
with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775
ILCS 5/1-101 et seq. Every provision of law required by law to be inserted into this Contract
shall be deemed to be inserted herein.
6.14 Default
If it should appear at any time that CONSULTANT has failed or refused to prosecute, or has
delayed in the prosecution of, the services with diligence at a rate that assures completion of the
services in full compliance with the requirements of this agreement, or has otherwise failed,
refused, or delayed to perform or satisfy the services or any other requirement of this agreement
("Event of Default', and fails to cure any such Event of Default within ten business days after
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CONSULTANT's receipt of written notice of such Event of Default from OWNER, then OWNER
shall have the right, without prejudice to any other remedies provided by law or equity, to (1)
terminate this agreement without liability for further payment; or(2) withhold from any payment
or recover from CONSULTANT, any and all costs, including attorneys' fees and administrative
expenses, incurred by OWNER as the result of any Event of Default by CONSULTANT or as a
result of actions taken by OWNER in response to any Event of Default by CONSULTANT.
6.15 Assignment
This agreement may not be assigned by OWNER or by CONSULTANT without the prior written
consent of the other party.
6.16 Subcontractors
CONSULTANT shall perform the Services with its own personnel and under the management,
supervision, and control of its own organization unless otherwise approved in advance by
OWNER in writing. All subcontractors and subcontracts used by CONSULTANT shall be
acceptable to, and approved in advance by, OWNER. OWNER's approval of any subcontractor
or subcontract shall not relieve CONSULTANT of full responsibility and liability for the provision,
performance, and completion of the Services as required by this Agreement. All Services
performed under any subcontract shall be subject to all of the provisions of this Agreement in the
same manner as if performed by employees of CONSULTANT. For purposes of this Agreement,
the term "CONSULTANT" shall be deemed also to refer to all subcontractors of CONSULTANT,
and every subcontract shall include a provision binding the subcontractor to all provisions of this
Agreement.
6.17 Removal of Personnel and Subcontractors
If any personnel or subcontractor fails to perform the Services in a manner satisfactory to OWNER
and consistent with commonly accepted professional practices, CONSULTANT shall immediately
upon notice from OWNER remove and replace such personnel or subcontractor. CONSULTANT
shall have no claim for damages, for compensation in excess of the amount contained in this
Agreement, or for a delay or extension of the time of performance as a result of any such removal
or replacement.
6.18 Third Party Beneficiary
No claim as a third party beneficiary under this agreement by any person, firm, or corporation
shall be made or be valid against OWNER.
6.19 Amendment
No amendment or modification to this Agreement shall be effective until it is reduced to writing
and approved and executed by OWNER and CONSULTANT in accordance with all applicable
statutory procedures.
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6.20 Time
Time is of the essence in the performance of all terms and provisions of this Agreement.
6.21 Provisions Severable
If any term, covenant, condition, or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.
6.22 Waiver
Neither OWNER nor the CONSULTANT shall be under any obligation to exercise any of the rights
granted to them in this Agreement except as it shall determine to be in its best interest from time
to time. The failure of OWNER or CONSULTANT to exercise at any time any such rights shall
not be deemed or construed as a waiver of that right, nor shall the failure void or affect OWNER's
or the CONSULTANT's right to enforce such rights or any other rights.
ARTICLE 7 -EXHIBITS AND SCHEDULES
7.1 The following Exhibits are attached to and made a part of this Agreement.
7.1.1 Exhibit A— Project Area Map, consists of 1 page.
7.2 This Agreement (consisting of pages 1 to 9, inclusive), together with the Exhibits and
Attachments identified above, constitute the entire agreement between OWNER and
CONSULTANT and supersede all prior written or oral understandings.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the
day and year first written above.
Village of Oak Brook, Illinois Ayres Associates Inc
OWNER CONSULTANT
��- (Signature)
Gopal G. Lalmalani (Printed Name) Kirk Contrucci
Vi 1 1 agP PrPRidPnt (Title) Vice President
2/25/15 (Date)
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Exhibit • •
(Aerial photography coverage outlined in red)
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