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R-1159 - 02/28/2012 - GIS AGREEMENT - Resolutions ExhibitsAGREEMENT FOR MAR 9 ? 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 Page 2 of 10 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 Ayres Associates Inc CONSULTANT (Signature) /G� (�'y �14 (Printed Name) Kirk Contrucci (Title) Vice President (Date) ,3z�Z Page 4 of 10 ATTACHMENT A - SCOPE OF SERVICES Agreement dated BASIC SERVICES 1.1 General I itials: 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 Page 5 of 10 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 ? -/1 -/ ;t- In' also OWNER f 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. Page 8 of 10 ATTACHMENT C - COMPENSATION AND PAYMENTS I tial Agreement dated 3' OWNER CONSULTANT 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 Page 9 of 10 Attachment D - Project Area Map (Orthophotography coverage outlined in red) Page 10 of 10