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R-1985 - 01/11/2022 - CONTRACTS - Resolutions Exhibits AGREEMENT FOR 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 and update planimetric mapping services. 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, project area shown on Exhibit A, from aerial imagery acquired by the CONSULTANT using a photogrammetric digital camera in the spring of 2022. • 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 updates to the OWNER's existing planimetric mapping using digital aerial imagery acquired by CONSULTANT in the Spring of 2022 using a calibrated photogrammetric camera. 1.2.2.1 The project area for update mapping will consist of a total of 33.2 PLSS quarter section equivalents (5,312 acres). The specific area to be mapped will be Page 1 of 7 defined by the OWNER prior to commencement of services, but will be within the Extent of Aerial Imagery Coverage, shown on Exhibit B. 1.2.2.2 Planimetric mapping updates will be performed to GIS Consortium specifications for 1" = 50' scale mapping, which includes the planimetric features shown on Exhibit A. Additionally, updates to the Village's existing planimetric mapping will go beyond the standard base mapping features to include impervious features located on private property. 1.2.2.3 Horizontal accuracy of revised or newly compiled planimetric map features will be consistent with National Map Accuracy Standards for 1" = 50' scale maps. 1.2.2.4 Topologically structure the planimetric data and deliver as GIS Consortium standard ESRI geodatabase. 1.2.3 Deliver the following products: 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 • Digital planimetric mapping in ESRI geodatabase 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. Page 2 of 7 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 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 CONSULTANT's 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. 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 CONSULTANT's services have been agreed to in anticipation of the orderly and continuous progress of the Project. Page 3 of 7 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: March 31, 2022 b) Deliver final products: October 15, 2022 42 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. 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 $47,839.00 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. Page 4 of 7 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. 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. 6.5 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 and Planimetric Mapping. 7.2 This Agreement(consisting of pages 1 to 6, 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. Page 5 of 7 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 Ayres Associates Inc OWNER CONSULTANT (Signature) (Printed Name) Jason B. Krueger (Title) Manager (Date) 1/17/2022 Page 6 of 7 of Exhibit A— Extent Photography Lit-nits to R� yj r k k. x'� �! f^ 1• �{ �� �.j � D �.. ,*L�2(Ia"�Jf, �.� .e W�22nd=St �• «a� 'S� J •... �1'._s._q'�4]! r • 1 t 1 r w t r t' 1 +F _1 >s— - �35th Sl •. ,p `" 34 ;� 294 � •� Page 7 of 7 Downers Grave . -t ,�,,