Geospatial ServicesAGREEMENTFOR
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 perform digital orthoimagery.
OWNER and CONSULTANT agree to performance of professional services by CONSULTANT
and payment for those services by OWNER as set forth below.
ARTICLE 1 — SCOPE OF SERVICES
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 2017.
• 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 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.
• A digital orthoimagery mosaic will be prepared for the entire project area and
delivered as MrSID compressed format.
• Digital orthoimagery will conform to horizontal accuracy consistent with National
Map Accuracy Standards for 1" = 50' map scale.
1.2.2 Perform ground control survey. CONSULTANT will collect GPS survey data to be used
as project ground control. A minimum of 3 control points will be established throughout
the Village.
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1.2.3 Deliver the following products
• Digital planimetric mapping in ESRI geodatabase format
• Digital orthoimagery tiles in uncompressed TIFF format (with world files)
• Digital orthoimagery tiles in compressed MrSID format (with world files)
• Project -wide orthoimagery mosaic in MrSID format
• FGDC compliant metadata
ARTICLE 2 — CHANGES IN THE SCOPE OF 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.
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 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.
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3.6 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.
3.7 Give prompt written notice to CONSULTANT whenever OWNER observes or otherwise
becomes aware of any development that affects the scope or timing of CONSULTANTS
services.
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, Inc.; 701 Lee Street;
Suite 1020, Des Plaines, IL 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 under Article 1 by May 31, 2017. The boundary will be provided to
CONSULTANT in ESRI shapefile or geodatabase format.
3.11 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 CONSULTANTS 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) Finalize mapping boundaries (3.10): May 31, 2017
b) Deliver preliminary mapping: October 15, 2017
c) Deliver final products: 2 weeks after completion of
OWNER's QC review (3.9),
approximately November 15, 2017
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.
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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 a lump sum fee not to exceed
$17,262.00 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 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).
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.
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 Illinois.
6.3 Indemnification
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.
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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.
6.6 Copyright Assignment
The CONSULTANT assigns copyright 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.
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.
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 Imagery Coverage.
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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the
day and year first written above.
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Village of Oak Brook, Illinois Ayres Associates Inc
OWNER CONSULTANT
4
(� (Signature) IIMMM_
1 yi c Cis F • C (Printed Name) Jason B. Krueger
(Title) Manager
(Date)
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