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HomeMy WebLinkAboutRESOLUTION - 18-08 - 4/8/2008 - GISCONN RESOLUTION NO. 18-08 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A MEMBERSHIP AGREEMENT BETWEEN GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM (GISCon) AND THE VILLAGE OF ELK GROVE VILLAGE NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor and Village Clerk be and are hereby authorized to sign the attached documents marked: MEMBERSHIP AGREEMENT FOR A GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 8"' day of April 2008. APPROVED this 8" day of April 2008. ATTEST: Ann I. Walsh, Village Clerk RESAgreeGI S> APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village MEMBERSHIP AGREEMENT FOR A GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM This Agreement is entered into this 8th day of April 2008 , by and between the municipalities that have executed this Agreement pursuant to its terms (all municipalities are collectively referred to as "Parties"). WITNESSETH: WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 and Section 3 of the Illinois Intergovernmental Cooperation Act authorize and encourage the entering into of Intergovernmental Agreements between units of local government; WHEREAS, the Parties desire to enter into an Intergovernmental Agreement setting forth the responsibilities of the Parties with regard to the operation of a consortium to develop and share geographic information system information: WHEREAS.. the Parties desire to limit the cost of developing geographic information systems for their communities by participating in group training, joint purchasing and development and innovation sharing; NOW, THEREFORE, in consideration of the mutual covenants of this Agreement and other good and valuable consideration, the Parties agree as follows: I. General Purpose The general purpose of this Agreement is to provide for an organization through. which the Parties may jointly and cooperatively procure professional services for the establishment, operation and maintenance of a geographic information system for the use and benefit of the Parties. Il. Construction and Definitions Section 1. The language in the text of this Agreement shall be interpreted in accordance with the following rules of construction: (a) The singular number includes the plural number and the plural the singular, (b) The word "shall" is mandatory; the word "may" is permissive; and (c) The masculine gender includes the feminine and neuter Section 2. When the following words and phrases are used, they shall, for the purposes of this Agreement, have the meanings respectively ascribed to them in this Section, except when the context otherwise indicates. (a) "GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM" or "GISCon" means the organization created pursuant to this Agreement. (b) "GIS,'' means geographic information system. (c) "BOARD" means the Board of Directors of GISCon, consisting of one (1) Director (and one (1) alternate Director) from each governmental unit, which is a member of GISCon. (d) "CORPORATE AUTHORITIES" means the governing body of the member governmental unit. (e) "MEMBER" weans a Uuvernmental Unit, which enters into this Agreement and is, at any specific time not in default as set forth in this Agreement. (I) "FORMER MEMBER" means any entity, which was once a Member, but has either withdrawn from CTISC:on or whose membership was terminated pursuant to this Agreement. (g) "UNIT OF LOCAL GOVERNMENT" or "GOVERNMENTAL UNIT" means and includes any political subdivision of the State of Illinois or any department or agency of the state government or any city, village or any taxing body. (h) "SOFTWARE" means computer programs, form designs, user manuals, data specifications and associated documentation. -2- (i) `'SERVICE PROVIDER' means any professional services firm(s) that GISCon designates as the firm(s) to establish, operate, maintain or support geographic information systems, for the Members. (j) "SECONDARY SERVICE PROVIDER' means a Service Provider not limited to a supplier of software, hardware, mapping or other services. (k) "INTELLECTUAL PROPERTY" means any and all software, data or maps generated by or for GISCon. Such intellectual property shall be considered privileged and confidential trade secrets and shall constitute valuable formulae, design and research data or which Members have given substantial consideration. Ill. Membership Section 1. Any Governmental Unit may be eligible to become a member of GISCon. Section 2. A Governmental Unit desiring to be a member shall execute a counterpart of this Agreement and shall pay initial membership dues of a minimum of Four Thousand Dollars ($4,000) and a maximum of Twenty Thousand Dollars ($20,000) to be pro -rated in accordance with the formula contained in Exhibit A. Payment shall be made to the Treasurer of GISCon to offset the cost of the legal and administrative expenses of the formation, operation and administration of GISCon. Section 3. Members shall enter into a GIS service contract, with the Service Provider substantially conforming with the agreement attached in Exhibit B or as modified by the GISCon Board, within one (1) year of signing this Agreement. Members are expectcd to enter into any agrecments with Sccondary Service Providers deemed necessary for the functioning of GISCon Nvithin a reasonable time as determined by the Board of Directors. Members shall be subject to the provisions of this Agreement, including but not limited to Article XIV. Section 4. Any Governmental Unit desiring to enter into this Agreement may do so by the duly authorized execution of a counterpart of this Agreement by its proper officers. Thereupon, the clerk or other corresponding officer of the Governmental Unit shall file a duly. executed copy of the Agreement, together with a certified copy of the authorizing resolution or other action, with the GISCon President. The resolution authorizing the execution of the Agreement shall also designate the first Director and alternate for the Member. -3- Section 5. The Charter Members shall be the Members consisting of Glencoe, Highland Park, Lincolnshire and Park Ridge. Section 6. Any Member joining GISCon agrees, upon joining, that if it is to become a Former Member, it will be bound by all of the obligations of a Former Member as set forth in this Agreement. Section 7. Former members will require a two-thirds (2/3) majority Member vote in order to rejoin the Consortium. IV. Board of Directors Section 1. The governing body of GISCon shall be its Board of Directors. Each Member shall be entitled to one (1) Director, who shall have one (1) vote. Section 2. Each Member shall also be entitled to one alternate Director who shall be entitled to attend meetings of the Board and who may vote in the absence of the Members Director. Section 3. The Corporate Authorities of each Member shall appoint Directors and alternate Directors. In order for GISCon to develop data processing and management information systems of maximum value to Member Governmental Units, the Members shall appoint, as their Directors and alternates, a chief administrative officer, a department head and employees with significant management responsibility and experience. Directors and alternates shall serve without compensation from GISCon. Section 4. A vacancy shall immediately occur in the office of any Director upon his resignation, death or ceasing to be an employee of the Member. Article. V. Powers and Duties of the Board Section 1. The powers and duties of the Board shall include the powers set forth in this Section 2. It shall take such action, as it deems necessary and appropriate to accomplish the general purposes of the organization in negotiating with a Service Provider to determine annual rates and usage levels for the members and other ancillary powers to administer GISCon. -4- Section 3. It may establish and collect membership dues. Section 4. It may establish and collect charges for its services to Members and to others. Section 5. It may exercise any other power necessary and,incidental to the implementation of its powers and duties. VI. Officers Section 1. The officers of the Board shall consist of a President, a Vice -President; a Secretary and a Treasurer. Powers and duties are described in the By -Laws. Vll. Financial Matters Section 1. The fiscal year of GISCon shall be the calendar year. Section 2. An annual budget for the next fiscal year shall be adopted by the Board at the annual meeting by December. 3 -1st of each year. Copies shall be provided to the chief administrative officer of each Member. Section 3. The Board shall have authority to adjust cost sharing charges for all Members in an amount sufficient to provide the funds required by the budgets of GISCon. . Section 4. Billings for all charges shall be made by the Board and shall be due when rendered. Any Member whose charges have not been paid within 90 days after billing shall be in default and shall not be entitled to further voting privileges or to have its director hold any office on (lie Board and shall not use any GISCon facilities or prognims until such time as such Member is no longer in default. Members in default shall be subject to the provisions within this Agreement. In the event that such charges have not been paid within 90 days of such billing, such defaulting Member shall he. deemed to have given, on such 901h day, notice of withdrawal from membership. In the event of a bona fide dispute between the Member and the Board as to the amount which is due and payable, the member shall nevertheless make such payment in order to preservc its status as a Member, but such payment may be made under protest and without prejudice to its right to dispute the amount of the charge and to pursue any legal remedies available to it. Withdrawal shall not relieve any such Member from its financial obligations as set forth in this Agreement. . Section 5. Nothing contained in'this Agreement shall prevent the Board from charging nonmembers for services rendered by GISCon,-on such basis, as the Board shall deem appropriate. Section 6. It is.anticipated that certain Members may be in a position to extend special financial assistance to-GISCon in the form of grants. The Board may credit any such grants against any charges, which the granting Member would otherwise have to pay. The Board may also enter into an agreement, as a condition to any such grant, that it will credit all or a portion of such grant towards charges, which have been made or in the future may be made against one or more specified Members. Section 7. The Board, in accordance with procedures established in the By -Laws may expend board funds. The Board must authorize all expenditures by simple majority. VIII. Termination of Membership Section 1. Failure to enter into an agreement with the Service Provider within one (1) year of GISCon 's designation of the Service Provider shall be cause for the termination of membership. A 30 -day written notice will be given to a Member that fails to enter into an agreement with the Service Provider as provided in this Section. Upon the failure to enter into an agreement at the end of the thirty -day (30) notice period, its membership shall be terminated. Section 2. Failure.to enter into an agreement within thirty 30 days of expiration of the previous agreement with Service Provider shall result in membership termination. Section 3. A member may be terminated for cause based on an affirmative vote of two- thirds (2/3) of the Board of Directors. Section 4. Upon termination of any Member, the Member shall be responsible for: (a) All of its pro -rated share of any obligations; (b) Its share of all charges to the effective date of termination; and (c) Any contractual obligations it has separately incurred with GISCon or the Service Provider. Section 5. A Member terminated from membership at a time when such termination does not result in dissolution of GISCon, shall forfeit its claim to any assets of GISCon. Any 0 terminated Member shall be subject to the provisions described elsewhere in this agreement. IX. Withdrawal Section 1. Any Member may at any time give written notice of withdrawal from GISCon. The nonpayment of charges as set forth in this Agreement or the refusal or declination of any member to be bound by any obligation to GISCon shall constitute written notice of withdrawal. (a) Actual withdrawal shall not take effect for a period of six (6) months from the date of such notification. (b) Upon effective withdrawal the withdrawing member shall continue to be responsible for: (i) All of its pro -rated share of any obligations; (ii) Its share of all charges to the effective date of termination; (iii) - Any contractual obligations it has separately incurred with GISCon or the Service Provider(s). Section 2. A Member withdrawing from membership at a time when such withdrawal does not result in dissolution of GISCon shall forfeit its claim to any assets of GISCon. Any Member that withdraws shall be subject to the provisions of this Agreement. In addition, any Member withdrawing shall promptly remove, at its own expense, any and all software, maps or other data that was not developed exclusively for the Member's benefit, except under terms as provided for elsewhere in this Agreement. The withdrawing Member shall, within thirty (30) days of withdrawal, file a certification with the Board. verifying compliance with this Section. X. Dissolution Section 1. GISCon shall be dissolved whcncvcr: (a) A Sufficient number of Members withdraw from GISCon to reduce the total number of Members to less than two (2) or (b) By two-thirds (2/3) vote of all Directors. Section 2. In the event of dissolution, the Board shall determine the procedures necessary to affect the dissolution and shall provide for the taking of such measures as promptly as -7- circumstances permit subject to the provisions of this Agreement. Section 3. Upon dissolution, after payment of all obligations the remaining assets of GISCon shall be distributed among the then existing Members in proportion to their contributions to GISCon during the entire period of such Member's membership, as determined by the Board. The computer software that GISCon developed for its membership shall be available to the Members, subject to such reasonable rules and regulations, as the Board shall determine. Section 4. If, upon dissolution, there is an organizational deficit, such deficit shall be charged to and paid by the Members and Former Member in accordance with obligations as described in Article IX on a pro: -rata -basis,. the pro -rata basis is calculated from the Members' contributions to GISCon during the two (2) years preceding the date of the vote to dissolve. . Section 5. In the event of dissolution the following provisions shall govern the distribution of computer software owned by GISCon: (a) All such software shall be an asset of GISCon. (b) A Member may use any software developed during its membership in accordance with this agreement, upon: (i) Paying any unpaid sums due GISCon, (ii) - Paying the costs of taking such software, and (iii) Complying with reasonable rules and regulations of the Board relating to the taking and use of such software. Such rules and regulations may include a reasonable time .within which any Member must take such software. XI. General Conditions Section 1. Notice.: All notices hereunder shall be in writing, and shall be deemed given when delivered in person or by United States certified mail, with return receipt requested, and if mailed, xvith postage prepaid. All notices shall be addressed as follows: If to GISCon: President of GISCon -8- With a copy to the GISCon Secretary If to Member: Each party shall have the right to.designate other addresses for service of notices, provided notice of change of address is duly given. Section 2. The Parties certify that they are not barred from entering into this Agreement as a result of violations of either Section 33E-3 or Section 33E-4 of the Illinois Criminal Code and that they each have a written sexual harassment policy in place in full compliance with 775 ILCS 5/2-105(A)(4). X11. Duration This agreement shall continue in effect indefinitely, until terminated in accordance with its terms or until GISCon is dissolved. XIII. Member Software Usage Section 1. No Member or Former Member shall: (a) Permit any other parties to use, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or create derivative works based on the software; (b) Copy the software, unless part of normal backup procedures; (c) Sell, rent; lease, license, give away or grant a security interest in or otherwise transfer rights to the soffware; or (d) Remove any proprietary notices or labels on the software without written permission from the Board. Section 2. In the event of default, withdrawal or termination of membership of a W Member, that Member may use, under license granted by the Board, any software developed during its membership upon: (a) Paying to the Board any unpaid sums due GISCon and (b) Paying any reasonable costs established by the Board for licensing such software. XIV. Service Provider Section 1. -For the purposes of this article, the Service Provider is defined as the Service Provider and Secondary Service Provider. Section 2. The term of any Service Provider shall be as set forth in the Service Provider Agreement. Section 3. The Board may at any time by a majority vote name a new Service Provider, whose term shall begin at such time as the Board may authorize. Section 4. A Service Provider's term shall be renewed upon such terms as the Board may approve. Section 5. The Board may terminate the services of a Service Provider at any time, subject only to the Service Provider agreement. Section 6. The Board may enter into agreements with more than one Service Provider if it deems it appropriate to do so. XV. Intellectual Property Section 1. Members agree that no assignments, licenses, sales, authorization of reuse by others, giveaways, transfer or any other grant of Intellectual Property rights will be made to any third party without written permission from the Board. Section 2. It is understood that this Agreement does not grant to any Member or any employees, partners or other business associates thereof, any rights in any Intellectual Property or a►iy inherent protectable interests, except those specifically provided by this Agreement. XVI. Execution of Agreement fflu This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as GISCon and the Members or additional Members shall preserve undestroyed, shall together constitute but one and the same instrument. THE REST OF T141S PAGE 1S INTENTIONALLY LEFT BLANK. EXHIBIT A INITIAL MEMBERSHIP DUES FORMULA Membership Fee = Basis a Allocation Where: Basis = $20,000 Allocation = Calculated by Consortium for member based on size, density, and other considerations Fee Illustration Allocation Membership Fee 0% NA 20% $4.000 30% $6,000 40% $8,000 50% $10.000 60% $12,000 80% $16,000 90% $18.000 100% $20.000 -12- EXHIBIT B GIS Consortium Service Provider Contract -13- IN WITNESS WI-IEREOP, the undersigned have caused this Agreement for the Creation of a Geographic Information System Consortium to be executed in the Members respective name, and have caused this Agreement for the Creation of a Geographic Information System Consortium to be attested, all by their duly authorized officers and representatives, and have caused the Agreement for the Creation of a Geographic Information System Consortium to be dated this 8th day of. April 20 08 . ATTEST: Ann I. Walsh Village/City Clerk Seal -14- Village of Elk Grove Village By: Craig B. Johnson Its: Mayor GIS Consortium Service Provider Contract Exhibit B This CONTRACT made and entered into this 1st day of May. 2008, by and between the Village of. Elk Grove, an Illinois municipal corporation (hereinafter referred to as "Village"), and Municipal GIS Partners, Inc., 3500 Western Avenue, Suite 200, Highland Park, Illinois 60035 (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 «'HEREAS, 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: I. SCOPE OF SERVICES The Scope of Services shall be as set forth in the "Proposal for Geographic Information System Services" dated May 1, 2008, (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 seivices set forth in Attachment 1. Neither the Consultant nor any of its employees shall be considered to be employees of the Villagt. fin• any rPacon, inr..biding brit not limitedto for purposes of w01 ?n's compensation law, Social Security, or any other applicable statute or regulation. IV. PAYMEWE I'O THE CONSULTANT For work associated with the project, the Consultant shall be reimbursed in an amount NOT TO EXCEED $136,133. 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:\Thomep\R'ork\NIGPlnc\Clients\GISC\Rlembers\Elk Grove. IL Village of\Contracts\2005-2009 Nlap\GISC Service Provider Agreement 20030326.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 V foregoing, shall expire on April 30. 2009, 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. V11. 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 ContracL, 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 party 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 2 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, sexual orientation, 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. 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 noticco, reports and documents required under this Contract shall be in writing and sliall be mailed by first class inail, postage prepaid, addressed as follmys: If to Village: Village of Elk Grove Matthew J. Roan 901 Wellington Ave Elk Grove Village, IL 60007 If to Consultant: Mop, file. Thomas A. Thomey 3500 Western Avenue, Suite 200 Highland Park, IL 60035 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: Ann I. WAlsh Village Clerk ATTEST: Raymond R. Rummel Village Manager CONSULTANT By_ ---- By Its 5- Proposal for Geographic Information System Services 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 (GISC). 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 GISC 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 GISC 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) SERN710E 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 GTS program. A. Support -based services relate to the mnnng;PmPnt, 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 ro.quirod to sustnin the ('TTS progrnm. Thr' Consultnnt will omploy rensonnhlr. 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 an approach before actual work is initiated_ Project -based work may be procured in cooperation with other GISC 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 6 Village investment. The Consultant includes, but is not limited to, the following personnel: 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 GISC developments and initiatives. Budget forecasting and work reporting will be provided by the GIS Manager as directed by the Village. B. A GIS Data Administrator is responsible for managing the data model and administering the database and related information. The GIS Data Administrator plans, implements, and configures the data to enhance performance and maintain integrity of the data system. C. 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. D. 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. E. A GIS 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 documciitation. 5) ORGANIZATION The Village has control. and flexibility in coordinating the gn-tivities of thP. 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 GTS 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. 7. C. The Consultant GIS Manager is responsible for implementing the programs as articulated by the Village GIS Coordinator. D. The Consultant GIS Data Administrator, Application Developer, Analyst, and Specialist report directly to the Consultant GIS Manager. The Village GIS Coordinator may also participate in the management of these resources. 6) 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, GISC, and the Consultant. Although variations are anticipated, the Village and the Consultant have a fiduciary responsibility to GISC and its members to meet their projected utilization. Significant variations in actual utilization may negatively influence service rates for GISC members. The anticipated projected utilization for each Consultant service is: A. 162 hours of GIS Manager B. 162 hours of GIS Data Administrator C. 162 hours of GIS Application Developer D. 162 hours of GIS Analyst E. 1.355 hours of GIS Specialist 7) SERVICE RATES Rates are based on projected utilization of GISC 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 with prior notice to the Village. The GISC collective bargaining rates are as follows: A. $ 98.10 per hour for GIS Manager B. S 86.60 per hour for GIS Data Administrator C. 86.60 per hour for GIS Application Developer D. $ 7:3.30 per hour for GTS Analyst E. 59.10 per hour for GIS Specialist 8) FACILITIES AND EQUIPMENT The Village is required to provide the Consultant adequate space, furnishings, hardware, and software to fulfill the objectives of the C=TS 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 GISC members is contingent on these provisions for the Consultant. Facilities and equipment include, but are not limited to, the following A. Full-time office space for the GIS Specialist and periodic office space for guests. 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 Specialist and periodic guests. A telephone line and phone to originate and receive outside calls. A network connection with access to the Internet. 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. E. The Village is responsible for installing, operating, and maintaining the backup and recovery systems for all Village owned GIS assets that permits the Consultant to continue services within a reasonable period of time following a disaster. 9) 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. 10) 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 developed by the Consultant outside the terms of this agreement, or any protectable interests stemming there from. 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 betwrr.rn 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. 667