R-1159 - 02/28/2012 - GIS AGREEMENT - ResolutionsRESOLUTION 2012 - GIS- AG -EXI -R -1159
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 AERIAL MAPPING 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 Ayres Associates, Inc.
( "Ayres "), through a competitive process for the provision of aerial mapping services ( "Services "); and
WHEREAS, the Village and Ayres desire to enter into an Agreement for Services ( "Agreement'),
which Agreement is attached to this Resolution as Exhibit A, and under which Ayres agrees to provide
the Services for a lump sum fee of $23,090.00; and
WHEREAS, because the Consortium has selected Ayres and the Village is a member of the
Consortium, the Village Manager has recommended that the Village waive competitive bidding and
approve the Agreement; 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 Services shall be, and they are hereby, waived in accordance with the
Section 8 -9 -1 of the Illinois Municipal Code and Section 1 -7-4 of the Village Municipal Code.
Section 3: Approval of Purchase of GIS Support Services. The purchase of Services from
Ayres for a lump sum fee of $23,090.00 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 Ayres 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 2012 - GIS- AG -EXI -R -1159
GIS Aerial Mapping
Page 2 of 2
APPROVED THIS 28th day of February, 2012
Gopal G. Lalmalani
Village President
PASSED THIS 28th day of February, 2012
Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis
None
ATTEST:
Charlotte K. Pruss
Village Clerk
AGREEMENT FOR MAR 9 � "r)
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made between the Village of Oak Brook, Illinois (OWNER)
and Ayres Associates Inc, 1802 Pankratz Street, Madison, Wisconsin 53704 (CONSULTANT).
OWNER intends to retain the CONSULTANT to obtain spring 2012 color aerial
photography of the Village and prepare orthophotography.
OWNER and CONSULTANT agree to performance of professional services by
CONSULTANT and payment for those services by OWNER as set forth below.
ARTICLE 1 - BASIC SERVICES
CONSULTANT shall provide professional services for OWNER on the Project to which this
Agreement applies, including customary services incidental thereto, and as indicated in
Attachment A.
ARTICLE 2 - ADDITIONAL SERVICES
If authorized in writing by OWNER, CONSULTANT shall furnish or obtain from others Additional
Services not included as part of Basic Services. These services will be paid for by OWNER as
indicated in Article 5 and Attachment C.
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 all criteria and full information as to OWNER's requirements.
3.3 Place at CONSULTANT's disposal all available pertinent information, upon which the
CONSULTANT can rely.
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. In Attachment B
specific periods of time for rendering services are set forth or specific dates by which services
are to be completed are provided; if such dates are exceeded through no fault of
CONSULTANT, compensation provided herein shall be subject to equitable adjustment.
Page 1 of 10
ARTICLE 5 - PAYMENTS
5.1 Methods of Payments for Services and Expenses
5.1.1 OWNER shall pay CONSULTANT for Basic Services and Additional Services rendered
(as amended and supplemented by Attachment A) and for Reimbursable Expenses in
accordance with Attachment C.
5.2 Times of Payments
5.2.1 CONSULTANT shall submit monthly invoices for Basic and Additional Services rendered
and for Reimbursable Expenses incurred. The OWNER shall make any payment due
CONSULTANT per the Local Government Prompt Payment Act (50 ILCS 505/1 et seq.).
5.2.2 The CONSULTANT will submit monthly invoices to the OWNER based on the percent
complete of the contracted work.
5.3 Other Provisions Concerning Payments
5.3.1 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.
5.3.2 Records pertinent to CONSULTANT's compensation will be kept in accordance with
generally accepted accounting practices.
5.4 Definitions
5.4.1 Direct Labor Costs used as basis for payment means salaries and wages (basic and
incentive) paid to all CONSULTANT's personnel engaged directly on the Project, but does not
include indirect payroll related costs.
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 is to be governed by the law of the State of Illinois.
6.3 Copyright Assignment
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The CONSULTANT assigns copyright to the OWNER for all deliverable products produced
under this contract. 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.
6.4 Indemnification
The CONSULTANT hereby agrees to indemnify the OWNER for all claims arising solely from
negligent acts, errors or omissions of the CONSULTANT in the performance of professional
services under this agreement. The OWNER hereby agrees to indemnify the CONSULTANT
for all claims arising solely from negligent acts, errors or omissions of the OWNER in the
performance of professional services under this agreement.
ARTICLE 7 - EXHIBITS AND SCHEDULES
7.1 The following Exhibits are attached to and made a part of this Agreement.
7. 1.1 Attachment A - Scope of Services
7.1.2 Attachment B - Periods of Service
7.1.3 Attachment C - Compensation and Payments
7.1.4 Attachment D - Project Area Map
7.2 This Agreement (consisting of pages 1 to 10), together with the Exhibits and Schedules
identified above, constitute the entire agreement between OWNER and CONSULTANT and
supersede all prior written or oral understandings. This Agreement and said Exhibits may only
be amended, supplemented, modified or canceled by a duly executed written instrument.
Page 3 of 10
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
OW IER
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Ayres Associates Inc
CONSULTANT
(Signature) 1iC�� _9''t
(Printed Name) Kirk Contrucci
(Title)
Vice President
(Date)
3�y��
Page 4 of 10
Agreement dated
ATTACHMENT A - SCOPE OF SERVICES
3-171-121
BASIC SERVICES
1.1 General
I ftials:
OWNER
CONSULTANT
1.1.1 CONSULTANT shall provide professional services for OWNER as hereinafter provided.
1.2 Photogrammetric Services
After written authorization to proceed, CONSULTANT shall:
1.2.1 Obtain aerial imagery of the Village of Oak Brook using a calibrated, digital
photogrammetric camera. The minimum aerial photography coverage is represented by
the map on Attachment D. All photography will be flown with 60 percent forward lap and
30 percent sidelap.
1.2.2 Perform analytical aerotriangulation to support orthophotography to GISC standards
(1 " =50' map scale).
1.2.3 Prepare 3 -inch resolution color digital orthophotography for the Village, area shown on
the attached map. CONSULTANT will:
• Utilize existing GISC Digital Terrain Model (DTM) to rectify the orthophotography.
• Prepare orthophoto tiles in a fashion to minimize "white space" or "void areas"
around the exterior of the municipality when existing GISC DTM is available.
1.2.4 Deliverable products will include:
o Digital orthophotography in uncompressed, TIFF format (with world file) and
MrSID format compressed tiles and project -wide mosaic
o FGDC compliant metadata
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ADDITIONAL SERVICES
2.1 Services Requiring Authorization in Advance
If authorized in writing by OWNER, CONSULTANT shall furnish or obtain from others Additional
Services as hereinafter provided. These services are not included as part of Basic Services
and will be paid for by OWNER as indicated in Article 5 and Attachment C.
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.
OWNER'S RESPONSIBILITIES
In addition to the OWNER's responsibilities listed in Article 3, OWNER shall do the following in
a timely manner so as not to delay the services of CONSULTANT:
3.4 Furnish to CONSULTANT, as required for performance of CONSULTANT's Basic Services,
the following, all of which CONSULTANT may use and rely upon in performing services
under this Agreement.
3.5 Other special data or consultations not covered under BASIC SERVICES and
ADDITIONAL SERVICES.
3.6 To the extent allowed by law, arrange for access to and make all provisions for
CONSULTANT to enter upon public and private property as required for CONSULTANT to
perform services under this Agreement.
3.7 Furnish approvals and permits from all governmental authorities having jurisdiction over the
Project and such approvals and consents from others as may be necessary for completion
of the Project.
3.8 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.
Page 6 of 10
3.9 Furnish, or direct CONSULTANT to provide, Additional Services as stipulated in
paragraph 2.1 of this Agreement or other services as required.
3.10 Bear all costs incident to compliance with the requirements of Article 3, as amended and
supplemented by Attachments A and C.
3.11 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 Orthophotography Product to the above designee.
3.12 OWNER will provide CONSULTANT with accurate boundaries for the aerial photography
coverage and specific mapping boundaries prior to aerial photo acquisition.
3.13 Prior to commencement of mapping, OWNER will provide CONSULTANT with the 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.
Page 7 of 10
ATTACHMENT B - PERIODS OF SERVICE
Agreement dated ? -/) -/ -'�—
als:�
OWNER
CONSULTANT_
4.1 Provisions of Article 4 are hereinafter amended and supplemented as follows:
4.2 The services called for in Attachment A - Scope of Services will be completed and
submitted as follows:
4.2.1 Preliminary Mapping Product. CONSULTANT will deliver the Preliminary Mapping
Product (ESRI Geodatabase) to OWNER by November 1, 2012, provided that the
CONSULTANT receives the ESRI Geodatabase from OWNER, as stated in
paragraph 3.13, Attachment A, by May 1, 2012. Delay in the Geodatabase
delivery from OWNER to CONSULTANT will result in equivalent delay for
Preliminary Mapping Product delivery to OWNER.
4.2.2 QA/QC Review. OWNER, or the designee as stated in paragraph 3.11
Attachment A, will review the Preliminary Mapping Product and compile
suggestions for modification and adjustment and submit review to CONSULTANT
within 15 calendar days of receipt of Preliminary Mapping Product.
4.2.3 Final Deliverable. CONSULTANT will make final delivery of the geodatabase
within 15 calendar days of receipt of the QA/QC Review from OWNER, or the
designee as stated in paragraph 3.11 Attachment A.
4.3 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.
4.4 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.
4.5 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 5.3.1.
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ATTACHMENT C - COMPENSATION AND PAYMENTS
I tial
Agreement dated OWNER
CONSULTANT _2
5.1 Methods of Payments for Services and Expenses
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 $ 23,090.00
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Attachment D — Project Area Map
(Orthophotography coverage outlined in red)
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