Loading...
R-03-09RESOLUTION NO. R- 0 3 - 0 5 AUTHORIZING THE EXECUTION OF A CONTRACT TO CONTINUE SUPPORT SERVICES FOR THE GEOGRAPHIC INFORMATION SYSTEM (GIS) WITH MUNICIPAL GIS PARTNERS, INC. WHEREAS, the Village of Deerfield has joined the GIS Consortium to participate in the joint development of a geographic information system; and WHEREAS, the GIS Consortium continues to contract with Municipal GIS Partners, Inc. (MGP) to provide GIS support services to its members; and WHEREAS, the Mayor and Board of Trustees of the Village of Deerfield have determined that it is in the best interest of the Village of Deerfield to continue to contract with MGP to provide support services for the Village of Deerfield GIS. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, that a contract with Municipal GIS Partners, Inc. attached hereto and made a part hereof, is approved. BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to sign the contract, attached, providing GIS support services for the Village. ADOPTED this 16th day of June , 2003. AYES: Benton, NAYS: None (0 ) ABSENT: Swanson ABSTAIN: None ( APPROVED this 16 ATTEST: Kavne, Rosenthal, Seiden, Wylie (5) N&W '119-T '-= Village Clerk ' CONTRACT This CONTRACT made and entered into this 1st day of May, 2003, by and between the VILLAGE OF DEERFIELD, an Illinois municipal corporation (hereinafter referred to as "Village "), and Municipal GIS Partners, Inc., 514 40th Place, Kenosha, Wisconsin 53140 (hereinafter referred to as "Consultant "); and WHEREAS, the Village desires to engage the Consultant to provide support services in connection with the Village's geographical information system ( "GIS "); and WHEREAS, the Consultant represents to be in compliance with Illinois Statutes relating to professional registration of individuals and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below; NOW, THEREFORE, it is hereby agreed by and between the Village and the Consultant that: SCOPE OF SERVICES The Scope of Services shall be as set forth in the "Proposal for Geographic Information System Services" dated May 1, 2003, (Attachment 1). Should there be a conflict in terms between this Contract and the Proposal, this Contract shall control. II. PERFORMANCE OF WORK All work hereunder shall be performed under the direction of the Village Manager of the Village or his designee (hereinafter referred to as the "Village Manager "). III. INDEPENDENT CONTRACTOR The Consultant shall at all times be deemed to be an independent contractor, engaged by the Village to perform the services set forth in Attachment 1. Neither the Consultant nor any of its employees shall be considered to be employees of the Village for any reason, including but not limited to for purposes of workmen's compensation law, Social Security, or any other applicable statute or regulation. IV. PAYMENT TO THE CONSULTANT For work associated with the project, the Consultant shall be reimbursed in an amount NOT TO EXCEED $ 58,600. A. The Consultant shall submit invoices in a format approved by the Village. B. The Consultant shall maintain records showing actual time devoted and cost incurred. The Consultant shall permit the authorized representative of the Village to inspect and audit all data and records of the Consultant for work done under this Contract. The Consultant shall make these records available at reasonable times during the Contract period, and for a year after termination of this Contract. C: \MGP\ Briefcase \Mgp \GISCon \Members \Deerfield, Village of\Contract \2003 -2004 \Service Provider Agreement 20030204.doc C. The Village shall make monthly payments to the Consultant based upon actual progress, within 30 days after receipt of invoice. V. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof, the Village may terminate this Contract at any time upon fifteen (15) days prior written notice to the Consultant. In the event that this Contract is so terminated, the Consultant shall be paid for services actually performed and reimbursable expenses actually incurred, if any, prior to termination, not exceeding the value of work completed determined on the basis of the percentage completed as agreed upon between the Village and the Consultant. VI. TERM This Contract shall become effective as of the date the Consultant is given a written Notice to Proceed and, unless terminated for cause or pursuant to Article IV foregoing, shall expire on April 30, 2004, or on the date the Village Manager determines that all of the Consultant's work under this Contract is completed. A determination of completion shall not constitute a waiver of any rights or claims which the Village may have or thereafter acquire with respect to any breach hereof by the Consultant. VII. RENEWAL OF CONTRACT The Village shall decide at least sixty (60) days before the end of the Term, as defined in Article VI of this Contract, whether the Village desires to engage the Consultant in another Contract to provide support services in connection with the Village's geographical information system. The Village shall provide the Consultant written notice within thirty (30) days of said decision. VIII. NOTICE OF CLAIM If the Consultant wishes to make a claim for additional compensation as a result of action taken by the Village, the Consultant shall give written notice of his claim within fifteen (15) days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in the Consultant's fee shall be valid only to the extent that such changes are included in writing signed by the Village and the Consultant. Regardless of the decision of the Village Manager relative to a claim submitted by the Consultant, all work required under this Contract as determined by the Village Manager shall proceed without interruption. IX. BREACH OF CONTRACT If any party violates or breaches any term of this Contract, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if any party, by reason of any default, fails within thirty (30) days after notice thereof by the other patty to comply with the conditions of the Contract, the other party may terminate this Contract. X. INDEMNIFICATION The Consultant shall indemnify and save harmless the Village and its officers and employees from and against any and all loss, liability and damages of whatever nature, including Workmen's Compensation claims by Consultant's employees, in any way resulting from or arising out of negligent actions or omissions of the Consultant in connection herewith, including negligent actions or omissions of employees or agents of the Consultant arising out of the performance of this Contract. XI. NO PERSONAL LIABILITY No official, director, officer, agent, or employee of any party shall be charged personally or held contractually liable by or to the other party under any term or provision of this Contract or because of its or their execution, approval, or attempted execution of this Contract. XII. NON- DISCRIMINATION In all hiring or employment made possible or resulting from this Contract, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. No person shall be denied, or subjected to' discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Contract on the grounds of sex, race, color, creed, national origin, marital status, the presence of any sensory, mental or physical handicap or age except minimum age and retirement provisions. Any violation of this provision shall be considered a violation of a material provision of this Contract and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Contract by the Village. XIII. ASSIGNMENT AND SUCCESSORS This Contract and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the Village. XIV. DELEGATING AND SUBCONTRACTING Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Contract and the Consultant shall remain liable to the Village with respect to each and every item, condition and other provision hereof to the same extent that the Consultant would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. XV. NO CO- PARTNERSHIP OR AGENCY It is understood and agreed that nothing herein contained is intended or shall be construed to, in any respect, create or establish the relationship of co- partners between the Village and the Consultant, or as constituting the Consultant as the general representative or general agent of the Village for any purpose whatsoever. 3 XVI. SEVERABILITY The parties intend and agree that, if any paragraph, subparagraph, phrase, clause, or other provision of this Contract, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Contract shall remain in full force and effect. XVII. HEADINGS The headings of the several paragraphs of this Contract are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit, or describe the scope of intent of any provision of this Contract, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. XVIII. MODIFICATION OR AMENDMENT This Contract constitutes the entire Contract of the parties on the subject matter hereof and may not be changed, modified, discharged, or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or Change Order as herein provided. XIX. APPLICABLE LAW This Contract shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. XX. NEWS RELEASES The Consultant may not issue any news releases without prior approval from the Village Manager nor will the Consultant make public proposals developed under this Contract without prior written approval from the Village Manager prior to said documentation becoming matters of public record. XXI. COOPERATION WITH OTHER CONSULTANTS The Consultant shall cooperate with any other persons in the Village's employ on any work associated with the project. XXII. NOTICES All notices, reports and documents required under this Contract shall be in writing and shall be mailed by first class mail, postage prepaid, addressed as follows: If to Village: Village of Deerfield 850 Waukegan Rd Deerfield, IL 60015 If to Consultant: Municipal GIS Partners, Inc. 514 401h Place Kenosha, WI 53140 4 XXIII. INTERFERENCE WITH PUBLIC CONTRACTING: P.A. 85 -1295 The Consultant certifies hereby that it is not barred from entering into this Contract as a result of violations of either Section 33E -3 or Section 33E -4 of the Illinois Criminal Code. XXIV. SEXUAL HARASSMENT POLICY: 775 ILCS 5/2- 105(A)(4) The Consultant certifies hereby that it has a written Sexual Harassment Policy in full compliance with 775 ILCS 5/2- 105(A)(4). XXV. WRITTEN COMMUNICATIONS All recommendations and other communications by the Consultant to the Village Manager and to other participants, which may affect cost or time of completion, shall be made or confirmed in writing. The Village Manager may also require other recommendations and communications by the Consultant be made or confirmed in writing. IN WITNESS WHEREOF, the undersigned have placed their hands and seals hereto on the date first above written. ATTEST: - L&Alft J Alv--4 -A Village Clerk (117�k+ ATTEST: By OFFICIAL SEAL DONNAJTHOMEY NOTARY PUBLIC - STATE OF ILLINOIS MY COMMISSION EXPIRES: O'54*47 5 �ti► ' L% Vil*e- Manager CONSULTANT B Y Its Attachment 1 1) GENERAL PURPOSE The purpose of this agreement is for the Village to enter an agreement with the Consultant for all or part of its geographic information system (GIS) management, development, operation, and maintenance. In addition to supporting the existing GIS program, the Consultant will identify opportunities for continued development and enhancement. The Village will be sharing management, development, and maintenance expertise and staffing with other municipalities as a member of the Geographic Information System Consortium (GISCon). The benefits to the Village include, but are not limited to, collective bargaining for rates and services, shared development costs, and joint purchasing and training. The Consultant is the sole Service Provider for GISCon and is responsible for providing the necessary GIS professional resources to support this entity. The Consultant will facilitate and manage resource, cost, and technical innovation sharing among GISCon members. 2) CONFIDENTIALITY This attachment includes proprietary and confidential information. It shall not be copied, circulated, or otherwise provided to any person or organization that is not part of the process established for its consideration without the advance written permission of Municipal GIS Partners, Inc., 3) SERVICE TYPES For the purpose of cost accounting, the Consultant will provide two (2) service types to the Village. The intent of this distinction is to track specific types of investment without overburdening general operation of the GIS program. A. Support -based services relate to the management, development, operation, and maintenance of the GIS required to reasonably support the needs of the Village. Many of these services will go unnoticed to the Village but are required to sustain the GIS program. The Consultant will employ reasonable professional discretion when specific direction is not provided by the Village. B. Project -based services relates to specific requests of the Village regarding the investigation, research, or development of new functionality or capability. The Village and the Consultant will agree to terms regarding scope, estimated hours, and schedule before actual work is initiated. Project -based work may be procured in cooperation with other GISCon members. 4) SERVICES The Consultant will help provide the necessary resources to support the Village GIS program. The allocation of these resources will be reasonably commensurate with the level of expertise required to fulfill the specific task thus enabling efficient use of Village investment. The Consultant includes, but is not limited to, the following personnel: [I@ A. A GIS Manager that is responsible for the overall implementation of the GIS program based on the directions and instructions of the Village. The GIS Manager will provide senior - consultant services to the Village in determining the short- and long -term needs of the GIS program. The GIS Manager will be responsible for managing the program resources including Consultant resources, external agencies, and Village committees and user groups. In addition, the GIS Manager is responsible for the coordination and facilitation of GISCon developments and initiatives. Budget forecasting and work reporting will be provided by the GIS Manager. B. A GIS Application Developer that is responsible for the conceptualization, design, development, testing, installation, documentation, training, and maintenance of GIS and related software. Software includes, but is not limited to; computer programs, form designs, user manuals, data specifications, and associated documentation. C. A GIS Analyst is responsible for analyzing and planning special projects that require skills beyond the typical operation of the system. Special projects may include the development of ad hoc maps, layers, databases, and user solutions. D. A GIS Site - Specialist that provides the daily operation, maintenance; and support of the GIS. This individual is typically fully allocated to the Village and is responsible for database development and maintenance, map production, user training and help -desk, user group support, and system support and documentation. 5) ORGANIZATION The Village has control and flexibility in coordinating the activities of the Consultant. The Village- structure and placement of the GIS department within the Village is beyond the scope of this agreement. As a minimum, the Village must provide the following structure in order to support this agreement. A. Formation of a GIS Executive Committee to provide the overall objectives and goals of the GIS program. The Consultant will participate in this group as a communicator of progress and as an advisor for future developments. B. The GIS Executive Committee must appoint a GIS Coordinator that is responsible for articulating and documenting the specific intentions of the committee to the Consultant GIS Manager. C. The Consultant GIS Manager is responsible for implementing the programs as articulated by the Village GIS Coordinator. D. The Consultant GIS Application Developer and GIS Site - Specialist report directly to the Consultant GIS Manager. The Village GIS Coordinator may also participate in the management of these resources. 7 6) RESOURCE MANAGEMENT. The Consultant GIS Manager manages the provided GIS professional resources thereby freeing the Village from this financial and operational burden. The Consultant will be compensated for these services based on a fixed percentage of the resource service utilized by the Village. Additional resource manage time may be allowed in situations when additional supervision is required. The Consultant will be compensated at GIS Manager rates based on the following fixed percentages of resource utilization: A. 25 percent of GIS Application Developer utilization B. 25 percent of GIS Analyst utilization C. 25 percent of GIS Site Specialist utilization 7) PROJECTED UTILIZATION Projected utilization is an estimate of service hours required of the Consultant by the Village. This projection is established by and between the Village, GISCon, and the Consultant. Although variations are anticipated, the Village and the Consultant have a fiduciary responsibility to GISCon and its members to meet their projected utilization. Significant variations in actual utilization may negatively influence service rates for GISCon members. The agreed projected utilization for each Consultant service is: A. 116 hours of GIS Manager (includes resource management) B. 0 hours of GIS Application Developer C. 148 hours of GIS Analyst D. 736 hours of GIS Site Specialist 8) SERVICE RATES .Rates are based on projected utilization of GISCon members in collective bargaining with the Consultant. The Consultant guarantees these rates for the term of this agreement as long as actual utilization is reasonably consistent with projected utilization. The Consultant has the right to assign a cost -of- living adjustment one (1) time per year. The GISCon collective bargaining rates are as follows: A. 105.00 per hour for GIS Manager B. 85.00 per hour for GIS Application Developer C. 65.00 per hour for GIS Analyst D. 50.00 per hour for GIS Site Specialist 9) FACILITIES AND EQUIPMENT The Village is required to provide the Consultant adequate space, furnishings, hardware, and software to fulfill the objectives of the GIS program. The facilities requirement is no different than would be otherwise required by the Village to support a GIS program. The rate structure extended to GISCon members is contingent on these provisions for the Consultant. Facilities and equipment include, but are not limited to, the following H.* A. Full -time office space for the GIS Site - Specialist and periodic office space for the GIS Manager and GIS Application Developer. This space should effectively and securely house all required GIS systems, peripherals, and support tools. This space must be available during normal business hours. B. Furnishings including adequate desk(s), shelving, and seating accommodations for the GIS Site - Specialist and periodic guests. A telephone line and modem connection for accessing the Consultant email Internet provider. C. Hardware including a workstation, server, plotter, printer, digitizer, scanner and network infrastructure. D. Software including GIS software(s), productivity tools, application development tools, commercial databases; and network access software. 10) BILLING & PAYMENT The Consultant will invoice the Village on a monthly basis for work completed and work in- progress. The Consultant requires 100% payment within 30 days of invoicing. 11) INTELLECTUAL PROPERTY If any intellectual property should be developed during the course of this agreement, the Village and the Consultant shall be joint owners of said intellectual property. A. It is understood that this agreement does not grant to the Village or any employees, partners, business associates or other associated parties thereof, any rights in any intellectual property, or any protectable interests stemming therefrom, except those specifically provided herein. B. The Village and the Consultant agree, that no assignments, authorization of reuse by others, giveaways, license grants, sales, transfer, security interests, or any other grant of rights for any intellectual property that may be developed during this agreement, will be made to any third party without a written agreement between the Village and the Consultant. C. If this agreement between the Village and the Consultant should be terminated, the Village shall, in good faith, allow the Consultant, any reasonable use of any Intellectual Property developed during this Contract.