Geospatial ServicesAGREEMENT FOR
PROFESSIONAL SERVICES
FOR
GEOSPATIAL SERVICES
THIS lS AN AGREEMENT made between the Village of Oak Brook, lllinois (OWNER) and
Ayres Associates lnc., 5201 E. Terrace Drive, Suite 200, Madison, Wl 53718 (CONSULTANT).
OWNER intends to retain the CONSULTANT to perform digital orthoimagery.
OWNER and CONSULTANT agree to performance of professional seryices by CONSULTANT
and payment for those services by OWNER as set forth below.
ARTICLE 1 - SCOPE OF SERVICES
1.1 Genoral
1.1.1 CONSULTANT shall provide professional services for OWNER as hereinafter provided.
1.2 GeospatialServices
After written authorization to proceed, CONSULTANT shall:
1 .2.'1 Produce digital orthophotography for the Village of Oak Brook, project area shown on
Exhibit A, from aerial imagery acquired by the CONSULTANT using a photogrammetric
digital camera in the spring of 2019.
o Aerial imagery will be georeferenced using an existing digital elevation model.
. Orthoimagery will be prepared at 3-inch resolution and tiled according to PLSS
quarter sections. Orthoimagery tiles will be delivered as GeoTlFF 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.
. A digital orthoimagery mosaic will be prepared for the entire project area and
delivered as MrSID compressed format.
o Digital orthoimagery will conform to horizontal accuracy consistent with National
Map Accuracy Standards for 1' = 50' map scale.
1.2.2 Deliver the following products:
. Digital orthoimagery tiles in uncompressed TIFF format (with world files)o Digital orthoimagery tiles in compressed MrSID format (with world files). Project-wide orthoimagery mosaic in MrSID format. FGDC compliant metadata
Page I of7
ARTICLE 2 - CHANGES IN THE SCOPE OF SERVICES
2.1 Services Requiring Authorization in Advance
lf 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.
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 Prcpating to serve or serving as a consultanl 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 all criteria and full information as to OWNER'S requirements.
3.3 Place at CONSULTANT's disposal all available pertinent information.
3.4 Other special data or consultations not covered under BASIC SERVICES and
ADDITIONAL SERVICES.
3.5 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.
3.6 Furnish approvals and permits from all governmental authorities having jurisdiction over
the Poect and such approvals and consents from others as may be necessary for
completion of the Project.
3.7 Give prompt written notice to CONSULTANT whenever OWNER observes or otheruise
becomes aware of any development that affects the scope or timing of CONSULTANT's
services.
Page 2 of 7
3.8 Furnish, or direct CONSULTANT to provide, Additional Services as stipulated in
Paragraph 2.1 of this Agreement or other services as required.
3.9 OWNER has designated the following representative to serve as the Quality
Assurance/Quality Control for the project: Thomas Thomey; MGP, lnc.; 701 Lee Street;
Suite 1020; Des Plaines, lL 60016; Phone: (847) 656-5698. CONSULTANT will deliver
Preliminary Product to the above designee.
3.'10 OWNER will provide CONSULTANT with accurate boundaries for the mapping to be
performed. The boundary will be provided to CONSULTANT in ESRI shapefile or
geodatabase format.
3.1 1 Prior to commencement of mapping, OWNER will provide CONSULTANT with the GIS
Consortium's most cunent 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 according to the
following schedule:
a) Owner finalizes mapping boundaries: May 1 , 2019
b) Deliver preliminary mapping: August 't 5, 2019
c) Deliver final products: 2 weeks after completion of
OWNER's QC review (3.9),
approximately October 15, 201 I
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 lf 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 lf 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.
Page 3 of7
ARTICLE 5- COMPENSATION AND PAYMENTS
5.1 Compensation for Services
5.'1.1 Basic Services. OWNER shall pay CONSULTANT a lump sum fee not to exceed
$19,843.00 for services rendered.
5.2 Times of Payments
5.2.1 CONSULTANT shall submit monthly invoices for Photogrammetric and Additional
Services rendered. OWNER shall make payments in accordance with the State
of lllinois 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).
5.3.2 ln 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.
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 under the laws of the State of lllinois.
6.3 lndemnification
The CONSULTANT hereby indemnifies and holds the OWNER harmless for any and all costs,
expenses, claims, lawsuits or liabilities incurred by OWNER that arise out of, or in connection
with, the Contractor's negligent acts, errors or omissions that causes harm or damage to any
person or property as a result of the professional geospatial services required to complete this
project.
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.
Page 4 of 1
6.5 Copyright Assignment
The CONSULTANT assigns copyright to the OW{ER for all deliverable products produced
under this contrac't. All deliverable produc6 p€pared by the CONSULTANT under this contract
ar6 the proparty of the OWNER. The CONSULTANT agre€s that the products shall not be
made available to nor used to preparo addilional products for any individual or organization at
any time without priorwritten approval by the OWNER.
6.6 Force tafeure
Neither party will be responsible to the other for damage, loss, injury, or intemrption of work if
the damage, loss, injury, or intemtption 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 pafi (hereinafier refened to as a Torce majeure evenf). To the extent not within the
control of either pafi, such force majeure events include: acts of God, acts of any governmental
authorities, fire, exploslons 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,
desoibing the nature and estimated duration of the clairning 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 dispatcfr.
ARTICLE 7 - EXHIBITS AND SCHEDULES
7.1 The following Exhibit is attached to and made a part of this Agreement.
7.1.1 Exhibit A - Extent of Aerial lmagery Coverage.
7.1.2 Exhibit B - Planimetric Map Features
7.2 This Agreement (consisting of pages 1 to 7, 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. This Agreement
and said Exhibits may only be amended, supplemented, modified or canceled by a duly
executed written instrument.
!N WTNESS WHEREOF, the parties hereto have made and executed this Agreement as of the
day and year first written above.
Ⅵl:age of ooL],9К L!JnOiS Ayres Associates lnc
CONSULTANT
(Signature)
(Printed Name)
「
∥e)
(Date)
OWNER
ムー2D´1負
Page 5 of7
3' z-. % tq
Aerial Photography Limits
Exhibit A――Extent of Aeria::rnagery Coverage
Page 6 of7
Feature Class Subtv●eFeature Class Subtv●eBndge poLY Recreation SubArea POLY Frisbee Golf Course
BuildinLPeakElevation_POINT Golf Green
BuildinLPOLY Golf Tee
Curb LINE Road Front Lacrosse Field
Road Back Paddle Ba∥couit
Parking Back Pub∥c Basketba∥Court
DataQuality_LINE Area Under Construction Bpulic Garden
DataQutttyrOLY Under Construction Public Playground
Driveway_POLY Paved Public Pool
Unpaved Public Tennis Court
Hydrology_LINE Roller Hockey Rink
River Skate Park
Stream Soccer Field
Wetland Vollevba∥court
Hydrology POLY Pond Road Centeriine LINE Paved
Unpaved
Wetland Bridge
M isce∥aneous LINE Road Median POLY
Miscemaneous PoLY Unpaved
Pa rking_Ca ptu reArea_Po LY Paved Road_POLY-Subtype Paved
Unpaved Unpaved
Path POLY Paved Eridge
Unpaved Paved Shoulder
PavedArea POLY Unknown Railroad Crossing
Pier Dock Unpaved Shoulder
Runway Sidewalk_POLY Subtype Paved
Ra∥road LINE Operating Unpaved
Abandoned Bridge
Recreation_CaptureArea_POLY Forest Preserve TunneI PoLY
Golf Course UnpavedArea-POLY Quarry
Pub∥c Park Unknown
Recreation SubArea POLY Baseball Field Wa∥ LINE Bridge
Golf Driving Range Retaining
Football Field Seawall
Dividing
Freestanding
Exhibit B - Planimetric Map Features
Page 7 of 7