R-1316 - 11/26/2013 - GIS - Resolutions RESOLUTION 2013-GIS-AG-R-1316
A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND AUTHORIZING THE
EXECUTION OF AN AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND
MUNICIPAL GIS PARTNERS, INC.TO PROVIDE GIS SUPPORT SERVICES
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 has selected Municipal GIS Partners, Inc.
("MGP'), for the provision of services related to the Program; and
WHEREAS, MGP previously provided satisfactory GIS support services ("Services") to the
Village during 2013; and
WHEREAS, the Village and MGP desire to enter into an agreement for the provision of Services
for the period beginning January 1, 2014, and ending December 31, 2014, in an amount not to exceed
$113,892.00 ("Agreement"), which Agreement is attached to this Resolution as Exhibit A; and
WHEREAS, because the Consortium has selected MGP and the Village is a member of the
Consortium, the Village Manager has recommended that the Village waive competitive bidding and
approve the Agreement for 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 GIS support 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 GIS Support Services. The purchase of GIS support
services from MGP in a total amount not to exceed $113,892.00,229 shall be, and is hereby, approved.
Section 4: Approval of the Agreement. The President and Board of Trustees hereby
approve the Agreement by and between the Village and MGP in substantially the same form as attached
as Exhibit A and in a final form approved by the Village Attorney.
Section 5: Execution of Agreement. The Village President and the Village Clerk shall be,
and are hereby, authorized to execute the final Agreement on behalf of the Village.
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 2013-GIS-AG-R-1316
Approving the Waiver of Competitive Bidding
and Authorizing an Agreement with
Municipal GIS Partners, Inc.
Page 2 of 3
APPROVED THIS 26th day of November, 2013
r"
Gopal G. Lalmalani
Village President
PASSED THIS 26th day of November, 2013
Ayes: Trustees Adler, Baar, Manzo, Moy, Yusuf
Nays: None
Absent: Trustee Wolin
ATTEST:
Charlotte K. Pruss
Village Clerk
t t �
Resolution 2013-GIS-AG-R-1316
Approving the Waiver of Competitive Bidding
and Authorizing an Agreement with
Municipal GIS Partners,Inc.
Page 3 of 3
EXHIBIT A
GIS Consortium Service Provider Contract
This CONTRACT made and entered into this 1st day of January, 2013, by and between
the Village of Oak Brook,an Illinois municipal corporation(hereinafter referred to as"Village"),
and Municipal GIS Partners, Inc. (MGP), 701 Lee Street, Suite 1020,Des Plaines,Illinois 60016
(hereinafter referred to as "Consultant");and
WHEREAS, the Village desires to engage the Consultant to provide support services
("Services")in connection with the Village's geographical information system("GIS"); and
WHEREAS, the Consultant represents to be in compliance with Illinois Statutes relating
to professional registration of individuals and has the necessary expertise and experience to
furnish such services upon the terms and conditions set forth herein below;
NOW,THEREFORE, it is hereby agreed by and between the Village and the Consultant
that:
I. SCOPE OF SERVICES
The Scope of Services shall be as set forth in the "Proposal for Geographic Information
System Services" attached to, and by this reference incorporated into, this Contract as
Attachment 1. Should there be a conflict in terms between this Contract and the Proposal,
this Contract shall control.
I1, PERFORMANCE OF WORK
All work hereunder shall be performed at and under the direction of the Village Manager
of the Village or his designee(hereinafter referred to as the"Village Manager").
III. INDEPENDENT CONTRACTOR
The Consultant shall at all times be deemed to be an independent contractor, engaged by
the Village to perform the Services set forth in Attachment 1. Neither the Consultant nor
any of its employees shall be considered to be employees of the Village for any reason,
including but not limited to for purposes of workmen's compensation law, Social
Security, or any other applicable statute or regulation.
IV. PAYMENT TO THE CONSULTANT
For work associated with the services set forth in Attachment 1, the Consultant shall be
reimbursed in an amount NOT TO EXCEED $109,348 including reimbursable expenses,
without the prior express written authorization of the Village Manager,
A. The Consultant shall submit invoices in a format approved by the Village.
B. The Consultant shall maintain records showing actual time devoted and cost
incurred. The Consultant shall permit the authorized representative of the Village
to inspect and audit all data and records of the Consultant for work done under
this Contract. The Consultant shall make these records available at reasonable
times during the Contract period,and for a year after termination of this Contract.
C. The Village shall make monthly payments to the Consultant based upon actual
progress,within 30 days after receipt of invoice.
D. Each payment by the Village to the 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 of, or the incorporation into, the Services, of
patented or copyrighted equipment,materials, supplies, tools,appliances, devices,
processes, or inventions. All claim or right to claim additional'compensation by
reason of the payment of any such tax, contribution, premium, costs, royalties, or
fees is hereby waived and released by Consultant.
V. Representations of Consultant
The Consultant represents and certifies that the Services shall be performed 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. The representations and certifications expressed shall be in addition to any
other representations and certifications expressed in this Contract, or expressed or
implied by law,which are hereby reserved unto the Village.
The 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 in a manner consistent with the standards of professional practice by recognized
consultants providing services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
VI, INSURANCE
The Consultant acknowledges and agrees that the Consultant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and from companies,
acceptable to the Village. The Consultant's maintenance of adequate insurance shall not
be consti tied in any way as a limitation on the Consultant's liability for losses or damages
under this Contract.
VII. TERMINATION OF AGREEMENT
Notwithstanding any other provision hereof, the Village may terminate this Contract at
any time upon fifteen (15) days prior written notice to the Consultant. In the event that
this Contract is so terminated, the Consultant shall be paid for services actually
performed and reimbursable expenses actually incurred, if any,prior to termination, not
exceeding the value of work completed determined on the basis of the percentage
completed as agreed upon between the Village and the Consultant.
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VIII. TERM
This Contract shall become effective as of the date the Consultant is given a written
Notice to Proceed and, unless terminated for cause or pursuant to Article V foregoing,
shall expire on December 31. 2013, or on the date the Village Manager determines that
all of the Consultant's work under this Contract is completed. A determination of
completion shall not constitute a waiver of any rights or claims which the Village may
have or thereafter acquire with respect to any breach hereof by the Consultant.
IX. RENEWAL OF CONTRACT
Tile Village shall decide at least sixty(60) days before the end of the Term, as defined in
Article VI of this Contract, whether the Village desires to engage the Consultant in
another Contract to provide support services in connection with the Village's
geographical information system. The Village shall provide the Consultant written notice
within thirty (30)days of said decision.
X. NOTICE OF CLAIM
If the Consultant wishes to make a claim for additional compensation as a result of action
taken by the Village, the Consultant shall give written notice of his claim within fifteen
(1 S) days after occurrence of such action. No claim for additional compensation shall be
valid unless so made. Any changes in the Consultant's fee shall be valid only to the
extent that such changes are included in writing signed by the Village and the Consultant.
Regardless of the decision of the Village Manager relative to a claim submitted by the
Consultant, all work required under this Contract as determined by the Village Manager
shall proceed without interruption.
X1. BREACH OF CONTRACT
If any party violates or breaches any term of this Contract, such violation or breach shall
be deemed to constitute a default, and the other party has the right to seek such
administrative, contractual or legal remedies as may be suitable to the violation or breach;
and, in addition, if any party, by reason of any default, fails within thirty (30) days after
notice thereof by the other party to comply with the conditions of the Contract, the other
party may terminate this Contract.
XII. INDEMNIFICATION
The Consultant shall indemnify and save harmless the Village and all Village elected or
appointed officials, officers, employees, agents, representatives, and attorneys from and
against any and all loss, liability and damages of whatever nature, including Workmen's
Compensation claims by Consultant's employees and any attorneys fees, in any way
resulting from or arising out of negligent actions or omissions of the Consultant in
connection herewith, including negligent actions or omissions of employees or agents of
the Consultant arising out of the performance of this Contract, or any failure to meet the
representations and certifications made by Consultant set forth in this Contract.
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XIII. NO PERSONAL LIABILITY
No elected or appointed official, or employee of the Village shall be personally liable, in
law or in contract,to the Consultant as the result of the execution of this Contract.
XIV. NON-DISCRIMINATION
In all hiring or employment made possible or resulting from this Contract, there shall be
no discrimination against any employee or applicant for employment because of sex,age,
race, color, creed, national origin, sexual orientation, marital status, of the presence of
any sensory, mental, or physical handicap, unless based upon a bona fide occupational
qualification, and this requirement shall apply to, but not be limited to, the following:
employment, advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. No person shall be
denied,or subjected to discrimination in receipt of the benefit of any services or activities
made possible by or resulting from this Contract on the grounds of sex, race, color, creed,
national origin, marital status, the presence of any sensory, mental or physical handicap
or age except minimum age and retirement provisions. Any violation of this provision
shall be considered a violation of a material provision of this Contract and shall be
grounds for cancellation, termination or suspension, in whole or in part, of the Contract
by the Village.
XV. ASSIGNMENT AND SUCCESSORS
This Contract and each and every portion thereof shall be binding upon the successors
and the assigns of the parties hereto; provided, however, that no assignment shall be
made without the prior written consent of the Village.
XVI. DELEGATING AND SUBCONTRACTING
Consultant shall not assign its rights or responsibilities under this Contract, nor use any
subcontractor, except upon the express prior written consent of the Village. If the Village
does provide express prior written consent to allow Consultant to assign its rights and
responsibilities under this Contract or to use a subcontractor,the Consultant shall remain
liable to the Village with respect to each and every item, condition and other provision
hereof
XVII. NO CO-PARTNERSHIP OR AGENCY
Nothing in, nor done pursuant to this Contract shall be construed to create the
relationship of principal or agent, employer and employee, partners, or joint venturers
between the Village and the Consultant, or to create any relationship between the Village
and any subcontractor of the Consultant.
XVIII. SEVERABILITY
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The parties intend and agree that,if any paragraph,subparagraph,phrase,clause,or other
provision of this Contract, or any portion thereof, shall be held to be void or otherwise
unenforceable, all other portions of this Contract shall remain in full force and effect.
XIX. HEADINGS
The headings of the several paragraphs of this Contract are inserted only as a matter of
convenience and for reference and in no way are they intended to define, limit, or
describe the scope of intent of any provision of this Contract, nor shall they be construed
to affect in any manner the terms and provisions hereof or the interpretation or
construction thereof.
XX. MODIFICATION OR AMENDMENT
This Contract constitutes the entire Contract of the parties on the subject matter hereof
and may not be changed,modified,discharged,or extended except by written amendment
duly executed by the parties. Each party agrees that no representations or warranties shall
be binding upon the other party unless expressed in writing herein or in a duly executed
amendment hereof, or Change Order as herein provided.
XXI. APPLICABLE LAW
This Contract shall.be deemed to have been made in, and shall be construed in
accordance with the laws of the State of Illinois.
XXII. NEWS RELEASES
The Consultant may not issue any news releases without prior approval from the Village
Manager nor will the Consultant make public proposals developed under this Contract
without prior written approval from the Village Manager prior to said documentation
becoming matters of public record.
XXIII. COOPERATION WITH OTHER CONSULTANTS
The Consultant shall cooperate with any other persons in the Village's employ on any
work associated with the project.
XXIV.NOTICES
All notices, reports and documents required under this Contract shall be in writing and
shall be mailed by first class mail, postage prepaid,addressed as follows:
If to Village:
Village of Oak Brook
Mike Hullihan
1200 Oak Brook Road
Oak Brook,IL 60523
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If to Consultant:
MGP,Inc.
Thomas A.Thomey
701 Lee Street, Suite 1020
Des Plaines,IL 60016
XXV. INTERFERENCE WITH PUBLIC CONTRACTING: P.A. 85-1295
The Consultant certifies hereby that it is not barked from entering into this Contract as a
result of violations of either Section 33E-3 or Section 33E-4 of the Illinois Criminal
Code.
XXVI. CONFLICTS OF INTEREST
The Consultant represents and certifies that, to the best of its knowledge: (1) no Village
employee or agent is interested in the business of the Consultant or this Contract; (2) as
of the date of this Contract,neither the Consultant nor any person employed or associated
with the Consultant has any interest that would conflict in any manner or degree with the
performance of the obligations under this Contract; and(3)neither the Consultant nor any
person employed by or associated with the Consultant shall at any time during the term of
this Contract obtain or acquire any interest that would conflict in any manner or degree
with the performance of the obligations under this Contract.
XXVII. SEXUAL HARASSMENT POLICY: 775 ILCS 5/2-105(A)(4)
The Consultant certifies hereby that it has a written Sexual Harassment Policy in full
compliance with 775 ILCS 5/2-105(A)(4).
XXVIII. WRITTEN COMMUNICATIONS
All recommendations and other communications by the Consultant to the Village
Manager and to other participants,which may affect cost or time of completion, shall
be made or confirmed in writing. The Village Manager may also require other
recommendations and communications by the Consultant be made or confirmed in
writing.
XXIX. DEFAULT
If it should appear at any time that the 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 Contract,
or has otherwise failed, refused, or delayed to perform or satisfy the Services or any
other requirement of this Contract ("Event of Default"), and fails to cure any such
Event of Default within ten business days after the Consultant's receipt of written
notice of such Event of Default from the Village,then the Village shall have the right,
without prejudice to any other remedies provided by law or equity, to (1) terminate
this Contract without liability for further payment; or(2)withhold from any payment
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or recover from the Consultant, any and all costs, including attorneys' fees and
administrative expenses,incurred by the Village as the result of any Event of Default
by the Consultant or as a result of actions taken by the Village in response to any
Event of Default by the Consultant.
XXX. WAIVER
Neither the Village nor the Consultant shall be under any obligation to exercise any of
the rights granted to them in this Contract except as it shall determine to be in its best
interest from time to time. The failure of the Village or the 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 the Village's or the Consultant's right to enforce
such rights or any other rights.
XXXI. THIRD PARTY BENEFICIARY
No claim as a third party beneficiary under this Contract by any person, firm, or
corporation shall be made or be valid against the Village.
IN WITNESS WHEREOF, the undersigned have placed their hands and seals hereto on
the date first above written.
ATTEST:
VILLAGE OF AK BRO�r7
Gopal Lalmalani,Village President 1.1 �
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Date: C 2iyy\ f�� "�C� /
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Witnessed: °
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By:
Charlotte K.Pruss,Village Clerk � s3 �f
A T: CONSULT r.
By: By:
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Proposal for Geographic Information System Services
Attachment 1
1) GENERAL PURPOSE
The purpose of this agreement is for the Village to enter an agreement with the
Consultant for all or part of its geographic information system (CIS) management,
development, operation, and maintenance. In addition to supporting the existing CIS
program, the Consultant will identify opportunities for continued development and
enhancement.
The Village will be sharing management, development, and maintenance expertise and
staffing with other municipalities as a member of the Geographic Information System
Consortium (GISC). The benefits to the Village include, but are not limited to, collective
bargaining for rates and services, shared development costs, and joint purchasing and
training.
The Consultant is the sole Service Provider for GISC and is responsible for providing the
necessary CIS professional resources to support this entity. The Consultant will facilitate
and manage resource,cost,and technical innovation sharing among GISC members.
2) CONFIDENTIALITY
This attachment includes proprietary and confidential information. It shall not be copied,
circulated, or otherwise provided to any person or organization that is not part of the
process established for its consideration without the advance written permission of MOP,
Inc.except as required by law.
3) SERVICE TYPES
For the purpose of cost accounting,the Consultant will provide two (2) service types to
the Village. The intent of this distinction is to track specific types of investment without
overburdening general operation of the GIS program. Many of these services will go
unnoticed to the Village but are required to sustain the GIS program. The Consultant will
employ reasonable professional discretion when specific direction is not provided by the
Village or the GIS Consortium.
A. Services relate to the direct management, development, operation, and
maintenance of the Village GIS required to reasonably support the system.
B. Services relating to the investigation, research, and development of new
functionality and capability for the GIS Consortium and its members.
4) SERVICES
The Consultant will help provide the necessary resources to support the Village GIS
program. The allocation of these resources will be reasonably eominensurate with the
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level of expertise required to fulfill the specific task thus enabling efficient use of Village
investment.The Consultant includes,but is not limited to,the following personnel:
A. A GIs Manager that is responsible for the overall implementation of the GIs
program based on the directions and instructions of the Village, The GIs Manager
will provide senior-consultant services and will provide coordination and
facilitation of GISC developments and initiatives. Budget forecasting and work
reporting will be provided by the GIs Manager as directed by the Village.
B. A GIs Coordinator is responsible for the operation of the GIS program including
the coordination of resources, The GIs Coordinator will provide services to the
Village in determining the short- and long-term needs of the GIs program. The
GIs Coordinator will be responsible for managing the program resources
including Consultant resources, external agencies, and Village committees and
user groups.
C. A GIS Platform Administrator is responsible for managing the data model and
administering the database and related information. The (iIS Platform
Administrator plans, implements, and configures the data to enhance performance
and maintain integrity of the data system.
D. A GIS Application Developer that is responsible for the conceptualization,design,
development, testing, installation, documentation, training, and maintenance of
GIS and related software. Software includes, but is not limited to; computer
programs, form designs, user manuals, data specifications, and associated
documentation.
E. A GIS Analyst is responsible for analyzing and planning special projects that
require skills beyond the typical operation of the system. Special projects may
include the development of ad hoc maps, layers, databases,and user solutions.
F. A GIS Specialist that provides the daily operation, maintenance, and support of
the GIS. This individual is typically fully allocated to the Village and is
responsible for database development and maintenance, map production, user
training and help-desk, user group support, and system support and
documentation.
G. A GIS/RAS (Remote Access Service) Specialist provides the same services as the
GIS Specialist above using equipment hosted by the service provider.
5) PROJECTED UTILIZATION[
Projected utilization is an estimate of service hours required of the Consultant by the
Village. This projection is established by and between the Village, GISC, and the
Consultant. Although variations are anticipated, the Village and the Consultant have a
fiduciary responsibility to GISC and its members to meet their projected utilization.
Significant variations in actual utilization may negatively influence service rates for
GISC members. The anticipated projected utilization for each Consultant service is:
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A. 986 hours of GIS Specialist
B, _hours of GIS/RAS Specialist
C. 99 hours of GIS Coordinator
D. 99 hours of GIS Analyst
E. 82 hours of GIS Platform Administrator
F. 82 hours of GIS Application Developer
G. 82 hours of GIS Manager
6) SERVICE RATES
Rates are based on projected utilization of GISC members in collective bargaining with
the Consultant. The Consultant guarantees these rates for the term of this agreement as
long as actual utilization is reasonably consistent with projected utilization. The
Consultant has the right to assign a cost-of-living adjustment one (1) time per year with
prior notice to the Village.The GISC collective bargaining rates are as follows:
A. 67.60 per hour for GIS Specialist
B. $71.1 0 per hour for GIS/RAS Specialist
C. L84,4Q per hour for GIS Coordinator
D. 84.40 per hour for GIS Analyst
E. $105.50 per hour for GIS Platform Administrator
F. $105,50 per hour for GIS Application Developer
G. $105.50 per hour for GIS Manager
7) FACILITIES AND EQUIPMENT
The Village is required to provide the Consultant adequate space, furnishings, hardware,
and software to fulfill the objectives of the GIS program. The facilities requirement is no
different than would be otherwise required by the Village to support a GIS program. The
rate structure extended to GISC members is contingent on these provisions for the
Consultant.Facilities and equipment include,but are not limited to,the following
A. Full-time office space for the GIS Specialist and periodic office space for guests.
This space should effectively and securely house all required GIS systems,
peripherals, and support tools, This space must be available during normal
business hours.
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B. Furnishings including adequate desk(s), shelving, and seating accommodations
for the GIS Specialist and periodic guests.A telephone line and phone to originate
and receive outside calls.A network connection with access to the Internet.
C. Hardware including a workstation, server, plotter, printer, digitizer, scanner and
network infrastructure.
D. Software including GIS software(s), productivity tools, application development
tools,commercial databases,and network access software.
E. The Village is responsible for installing, operating, and maintaining the backup
and recovery systems for all Village owned GIS assets that permits the Consultant
to continue services within a reasonable period of time following a disaster.
8) BILLING&PAYMENT
The Consultant will invoice the Village on a monthly basis for work completed and work
in-progress. The Consultant requires 100%payment within 30 days of invoicing.
9) INTELLECTUAL PROPERTY
If any intellectual property should be developed during the course of this agreement, the
Village and the Consultant shall be joint owners of said intellectual property.
A. It is understood that this agreement does not grant to the Village or any
employees, partners, business associates or other associated parties thereof, any
rights in any intellectual property developed by the Consultant outside the terms
of this agreement, or any protectable interests stemming there from.
B. The Village and the Consultant agree,that no assignments, authorization of reuse
by others, giveaways, license grants, sales, transfer, security interests, or any other
grant of rights for any intellectual property that may be developed during this
agreement, will be made to any third party without a written agreement between
the Village and the Consultant except as required by law. This Section shall not
be interpreted to restrict the Village's ability to provide GIS maps, photography
and GIS data to any assignees, agents,representatives or third-parties as it sees fit.
C. If this agreement between the Village and the Consultant should be terminated,
the Village shall, in good faith, allow the Consultant, any reasonable use of any
Intellectual Property developed during this Contract.
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