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HomeMy WebLinkAboutRESOLUTION - 55-15 - 12/15/2015 - GIS AGREEMENT RESOLUTION NO. 55-15 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO SIGN A GIS CONSORTIUM SERVICE PROVIDER CONTRACT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND MUNICIPAL GIS PARTNERS, INCORPORATED 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 be and is hereby authorized to sign the attached document marked: GIS CONSORTIUM SERVICE PROVIDER CONTRACT 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 document 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 15'h day of December 2015. APPROVED this 15'h day of December 2015. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keegan, Village Clerk G�SC'antrna GIS CONSORTIUM SERVICE PROVIDER CONTRACT This contract (this "Contract") made and entered into this 1st day of January, 2016 (the "Effective Date"), by and between the Village of Elk Grove, an Illinois municipal corporation (hereinafter referred to as the"Municipality"), and Municipal GIS Partners, Incorporated, 701 Lee Street, Suite 1020, Des Plaines, Illinois 60016 (hereinafter referred to as the "Consultant'). WHEREAS, the Municipality is a member of the Geographic Information. System Consortium (`GISC"); WHEREAS, the Consultant is a designated service provider for the members of GISC and is responsible for providing the necessary professional staffing resource support services as more fully described herein (the "Services") in connection with the Municipality's geographical information system ("GIS"); WHEREAS,the Municipality desires to engage the Consultant to provide the Services on the terms set forth herein; and WHEREAS, the Consultant hereby represents itself to be in compliance with Illinois statutes relating to professional registration applicable to individuals performing the Services hereunder and has the necessary expertise and experience to furnish the Services upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the promises hereinafter set forth, it is hereby agreed by and between the Municipality and the Consultant that: SECTION 1 SCOPE OF SERVICES 1.1 Statement of Work. This Contract contains the basic terms and conditions that will govern the overall relationship between the Consultant and the Municipality. The Consultant will provide the Services described in the statement of work attached hereto as Attachment 1 ("Statement of Work"), which shall become a part of and subject to this Contract. 1.2 Supplemental Statements of Work. Any additional services to be performed by the Consultant may be added to this Contract after the Effective Date by the mutual agreement of the parties, which agreement will be evidenced by mutual execution of a Supplemental Statement of Work which shall also be subject to the terms and conditions set forth in this Contract, a form of which is attached hereto as E.0ihilA. 1.3 Additional Compensation. If the Consultant wishes to make a claim for additional compensation as a result of action taken by the Municipality, the Consultant shall give written notice of its claim within fifteen (15) days after occurrence of such action. Regardless of the decision of the Municipality Manager relative to a claim submitted by the Consultant, all work required under this Contract as determined by the Municipality Manager shall proceed without interruption. 1.4 Contract Governs. If there is a conflict between the terns of this Contract and the Statement of Work or any Supplemental Statement of Work, unless otherwise specified in such Statement of Work, the terms ofthis Contract shall supersede the conflicting provisions contained in such Statement of Work. SECTION 2 PERFORMANCE OF WORK 2.1 All work hereunder shall be performed under the direction of the Village Manager or his designee (hereinafter referred to as the "Municipality Manager") in accordance with the terns set forth in this Contract and each relevant Statement of Work. SECTION 3 RELATIONSHIP OF PARTIES 3.1 Independent Contractor. The Consultant shall at all times be an independent contractor, engaged by the Municipality to perform the Services. Nothing contained herein shall be construed to constitute a partnership,joint venture or agency relationship between the parties. 3.2 Consultant and Employees. Neither the Consultant nor any of its employees shall be considered to be employees of the Municipality for any reason, including but not limited to for purposes of workers' compensation law, Social Security, or any other applicable statute or regulation. 3.3 No Authority to Bind. Unless otherwise agreed to in writing, neither party hereto has the authority to bind the other to any third party or to otherwise act in any way as the representative of the other. SECTION 4 PAYMENT TO THE CONSULTANT 4.1 Payment Terms.The Municipality agrees to pay the Consultant in accordance with the terms and amounts set forth in the applicable Statement of Work, provided that: (a) The Consultant shall submit invoices in a format approved by the Municipality. (b) The Consultant shall maintain records showing actual time devoted to each aspect of the Services performed and cost incurred. The Consultant shall permit the authorized representative of the Municipality 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 this Contract period, and for a year after termination of this Contract. (c) The service rates and projected utilization set forth in the applicable Statement of Work shall adjust each calendar year in accordance with the annual rates approved by the Board of Directors ofGISC which shall be reflected in a Supplemental Statement of Work. (d) Payments to the Consultant shall be made pursuant to the Illinois Local Government Prompt Payment Act (50 ILCS 505/1 et seq.). 4.2 Service Rates. The service rates set forth in the Statement of Work include all applicable federal, state, and local taxes ofevery kind and nature applicable to the Services as well as all taxes; contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits and all costs, royalties and fees arising from the use of, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies,tools, appliances, devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. SECTION 5 TERM 5.1 Initial Term. Subject to earlier termination pursuant to the terns of this Contract, the initial term of this Contract shall commence on the Effective Date and remain in effect for one (1)year (the "Initial Term"). 5.2 Renewal Terns. The Initial Tenn may be extended for successive one (1) year periods or for any other period as mutually agreed to in writing and set forth in a Supplemental Statement of Work executed by both parties (each, a "Renewal Term"). SECTION 6 TERMINATION OF CONTRACT 6.1 Voluntary Termination. Notwithstanding any other provision hereof, the Municipality may terminate this Contract during the Initial Term or any Renewal Term, with or without cause, at any time upon thirty (30) days prior written notice to the Consultant. The Consultant may terminate this Contract or additional Statement of Work, with or without cause, at any time upon sixty (60) days prior written notice to the Municipality. 6.2 Termination for Breach. Either party may terminate this Contract upon written notice to the other party following a material breach of a material provision of this Contract by the other party if the breaching party does not cure such breach within ten (10) days of receipt of written notice of such breach from the non-breaching party. 6.3 Payment for Services Rendered. In the event that this Contract is terminated in accordance with this Section 6, the Consultant shall be paid for services actually performed and reimbursable expenses actually incurred. SECTION 7 CONSULTANT PERSONNEL AND SUBCONTRACTORS 7.1 Adequate Staffing. The Consultant must assign and maintain during the term of this Contract and any renewal thereof, an adequate staff of competent employees, agents, or subcontractors ("Consultant Personnel') that is fully equipped, licensed as appropriate and qualified to perform the Services as required by the Statement of Work or Supplemental Statement of Work. 7.2 Availability of Personnel. The Consultant shall notify the Municipality as soon as practicable prior to terminating the employment of, reassigning, or receiving. notice of the resignation of, any Consultant Personnel assigned to provide the Municipality with the Services. The Consultant shall have no claim for damages and shall not bill the Municipality for additional time and materials charges as the result of any portion of the Services which must be duplicated or redone due to such termination or for any delay or extension of the time of performance as a result of any such termination, reassigning, or resignation. 7.3 Use of Subcontractors. The Consultant's use of any subcontractor or subcontract to perform the Services shall not relieve the Consultant of fall responsibility and liability for the provision, performance, and completion ofthe Services as required by this Contract. All Services performed under any subcontract shall be subject to all of the provisions of this Contract in the same manner as if performed by employees of the Consultant. For purposes of this Contract, the tern "Consultant" shall be deemed to refer to the Consultant and also to refer to all subcontractors of the Consultant. 7.4 Removal of Personnel and Subcontractors. Municipality may, upon written notice to Consultant, request that any Consultant Personnel be removed or replaced. Consultant shall promptly endeavor to replace such Consultant Personnel and Municipality shall have no claim for damages for a delay or extension of the applicable Statement of Work as a result of any such removal or replacement. 7.5 Non-Solicitation of Consultant Employ.The Municipality agrees that during the tern of this Contract and for a period of one (1) year thereafter, it shall not, directly or indirectly, through any other person, firm, corporation or other entity, solicit, induce, encourage or attempt to induce or encourage any employee of the Consultant to terminate his or her employment with the Consultant or to breach any other obligation to the Consultant. The Municipality acknowledges that the aforementioned restrictive covenant contained in this Section is reasonable and properly required for the adequate protection of the Consultant's business. SECTION 8 ACCOMMODATION OF CONSULTANT PERSONNEL; MUNICIPAL FACILITIES 8.1 Facilities and Equipment. The Municipality shall provide the Consultant with adequate office space, furnishings, hardware, software and connectivity to fulfill the objectives of the GIS program. Facilities and equipment include, but are not limited to, the following: (a) Office space for the Consultant's Personnel and periodic 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 for the Consultant's Personnel and periodic guests; (c) A telephone line and phone to originate and receive outside calls; (d) A network connection with adequate speed and access to the Internet; and (e) Hardware, software, peripherals, and network connectivity to perform the program objectives efficiently. 8.2 Backup and Recovery Systems. The Municipality shall be responsible for installing, operating and monitoring the backup and recovery systems for all Municipality GIS assets that permit the Consultant to continue services within a reasonable period of time following a disaster or outage. 8.3 Right of Entry: Limited Access. Consultant's Personnel performing Services shall be permitted to enter upon the Municipality's property in connection with the performance of the Services, subject to those rules established by the Municipality. Consent to enter upon a Municipality's facility given by the Municipality shall not create, nor be deemed to imply, the creation of any additional responsibilities on the part of the Municipality. Consultant's Personnel shall have the right to use only those facilities of the Municipality that are necessary to perform the Services and shall have no right to access any other facilities of the Municipality. SECTION 9 CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY; FOIA 9.1 Municipal Materials. The Consultant acknowledges and agrees that all trademarks, service marks, logos, tradenames and images provided by or on behalf of the Municipality to the Consultant for use in performing the Services and the GIS database (including files created from the database) created by Consultant hereunder (the "Municipal Materials") are the sole and exclusive property of the Municipality. The Consultant acknowledges that this Contract is not a license to use the Municipal Materials except as needed to perform the Services hereunder. 9.2 Third-Party Materials. If applicable, to the extent the Consultant has agreed to obtain and/or license Third-Party Materials on behalf of Municipality, the Consultant shall obtain a license for Municipality to use the Third-Party Materials as part of the Services for the purpose specified in the applicable Statement of Work. "Third-Party Materials"shall include, but are not limited to, computer software, script or programming code or other materials owned by third parties and/or any software available from third parties, that is licensed by Consultant for the benefit of the Municipality. 9.3 GISC Materials. It is expressly understood that, excluding the Municipal Materials and Third-Party Materials, all members of GISC and the Consultant may use or share in any improvements or modifications incorporated into any computer software (in object code and source code form), script or programming code used or developed by the Consultant in providing Services hereunder(the"GISCMaterials"). (a) The Consultant herby grants the Municipality a limited, personal, nontransferable, non-exclusive license to use the GISC Materials solely for the purpose of and in connection with the Municipality's GIS. Upon expiration or termination of this Contract, or at such time the Municipality is no longer a member of GISC or in breach of its obligations hereunder, the Municipality shall not be entitled to or granted a license in future enhancements, improvements or modifications in the GISC Materials. The Municipality may grant a sublicense to a third party that the Municipality engages to maintain or update the GISC Materials in connection with the Municipality's GIS; provided that such third party agrees in writing to be bound by the license restrictions set forth in this Contract. (b) The Municipality acknowledges that the Consultant is in the business of providing staffing resource support services and that the Consultant shall have the right to provide services and deliverables to third parties that are the same or similar to the services that are to be rendered under this Contract,and to use or otherwise exploit any GISC Materials in providing such services. The Municipality hereby grants to the Consultant, a royalty-free, non-exclusive, irrevocable license throughout the world to publish modify, transfer, translate, deliver, perform, use and dispose of in any manner any portion of the GISC Materials. 9.4 Confidential Information. In the performance of this Contract, the Consultant may have access to or receive certain information in the possession of the Municipality that is not generally known to members of the public ("Confidential Information"). The Consultant acknowledges that Confidential Information includes, but is not limited to, proprietary information, copyrighted material, educational records, employee data, financial information, information relating to health records, resident account information, and other information of a personal nature. Consultant shall not use or disclose any Confidential Information without the prior written consent ofthe Municipality. Consultant will use appropriate administrative,technical and physical safeguards to prevent the improper use or disclosure of any Confidential Information received from or on behalf of the Municipality. Upon the expiration or termination of this Contract, Consultant shall promptly cease using and shall return or destroy (and certify in writing destruction ol) all Confidential Information furnished by the Municipality along with all copies thereof in its possession including copies stored in any computer memory or storage medium. The term "Confidential Information" does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Contract by the Consultant; (b) was in the Consultant's or Consultant Personnel's possession on a non-confidential basis from any source other than the Municipality, which source, to the knowledge of the Consultant, is entitled to disclose such information without breach of any obligation of confidentiality; or (c) is independently developed by the Consultant without the use of or reference to, in whole or in part, any Confidential Information. For avoidance of doubt, it is agreed that the GISC Materials shall not be considered Confidential Information. 9.5 Dissemination of Confidential Information. Unless directed by the Municipality, Consultant shall not disseminate any Confidential Information. If Consultant is presented with a request for documents by any administrative agency or with a subpoena duces tecam regarding any Confidential Information which may be in Consultant's possession as a result of Services provided under this Contract, unless prohibited by law, Consultant shall immediately give notice to the Municipality with the understanding that the Municipality shall have the opportunity to contest such process by any means available to it prior to submission of any documents to a court or other third party, Consultant shall not be obligated to withhold delivery of documents beyond the time ordered by a court of law or administrative agency, unless the request for production or subpoena is quashed or withdrawn, or the time to produce is otherwise extended. Consultant shall cause its personnel, staff and subcontractors, if any, to undertake the same obligations regarding confidentiality and dissemination of information as agreed to by Consultant under this Contract. 9.6 Freedom of Information Act Requests. No less than five(5) business days after the Municipality's Notice to the Consultant of the Municipality's receipt of a request made pursuant to the Illinois Freedom of Information Act(ILCS 140/1 et seq. — herein "FOIA"), the Consultant shall furnish all requested records in the Consultant's possession which are in any manner related to this Contract or the Consultant's performance of the Services, including but not limited to any documentation related to the Municipality and associated therewith. The Consultant shall not apply any costs or charge any fees to the Municipality or any other person, firm or corporation for its procurement and retrieval of such records in the Consultant's possession which are sought to be copied or reviewed in accordance with such FOIA request or requests. The Consultant shall defend, indemnify and hold harmless the Municipality including its several departments and including its officers and employees and shall pay all of the Consultant's Costs associated with such FOIA request or requests including Costs arising from the Consultant's failure or alleged failure to timely ftirnish such documentation and/or arising from the Consultant's failure or alleged failure otherwise to comply with the FOIA, whether or not associated with the Consultant's and/or the Municipality's defense of any litigation associated therewith. In addition, if the Consultant requests the Municipality to deny the FOIA request or any portion thereof by utilizing one or more of the lawful exemptions provided for in the FOIA,the Consultant shall pay all Costs in connection therewith. As used herein, "in the Consultant's possession" includes documents in the possession of any of the Consultant's officers, agents,employees and/or independent contractors; and"Costs" includes but is not limited to attorneys' fees,witness fees, filing fees and any and all other expenses —whether incurred by the Municipality or the Consultant. 9.7 News Releases. The Consultant may not issue any news releases without prior approval from the Municipality Manager nor will the Consultant make public proposals developed under this Contract without prior written approval from the Municipality Manager. SECTION 10 LIMITATION OF LIABILITY 10.1 THE REPRESENTATIONS SET FORTH IN THIS CONTRACT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNDER NO CIRCUMSTANCES SHALL EITHER THE CONSULTANT OR THE MUNICIPALITY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST SALES OR PROFITS, IN CONNECTION WITH THIS CONTRACT, EVEN IF 1T HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SECTION 11 CONSULTANT WARRANTY; INDEMNIFICATION; INSURANCE 11.1 Warranty of Services. The Consultant warrants that the Services shall be performed in accordance with industry standards of professional practice, care, and diligence practiced by recognized consulting firms in performing services of a similar nature in existence at the time of the Effective Date, Unless expressly excluded by this Contract, the warranty expressed shall be in addition to any other warranties expressed in this Contract, or expressed or implied by law, which are hereby reserved unto the Municipality. 11.2 Indemnification. The Consultant shall indemnify and save harmless the Municipality and its officers, employees, and agents 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 the negligent actions or omissions of the Consultant, the Consultant's employees and agents. 11.3 Insurance. The Consultant must procure and maintain, for the duration of this Contract, insurance as provided in Attachment 2 to this Contract. 11.4 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. SECTION 12 GENERAL PROVISIONS 12.1 No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of(i) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount ofthe tax, as set forth in Section 11-42.1-1 et seq. ofthe Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or(ii) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. 12.2 Sexual Harassment Policy. The Consultant certifies that it has a written Sexual harassment policy in full compliance with Section 2-105(A)(4) ofthe Illinois Human Rights Act, 775 ILCS 5/2-105(A)(4). 12.3 Compliance with Laws and Grants. Consultant shall give all notices, pay all fees, and take all other action that may be necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of,or requiring affirmative action based on,race,creed, color, national origin, age, sex, or other prohibited classification, including, without limitation,the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also comply with all conditions of any federal, state, or local grant received by Municipality or Consultant with respect to this Contract or the Services. 12.4 Assignments 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, delegation or subcontracting shall be made without the prior written consent of the Municipality. 12.5 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. 12.6 Third Party Beneficiary. No claim as a third party beneficiary under this Contract by any person, firm, or corporation other than the Consultant shall be made or be valid against the Municipality. 12.7 Waiver. No waiver of any provision of this Contract shall be deemed to or constitute a waiver of any other provision of this Contract (whether or not similar) nor shall any such waiver be deemed to or constitute a continuing waiver unless otherwise expressly provided in this Contract. 12.8 Governing Laws. This Contract shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois. Venue shall reside in Cook County, Illinois. 12.9 Headings.The headings ofthe 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. 12.10 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 or Supplemental Statement of Work 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. 12.11 Attachments and Exhibits. Attachments 1 and 2 and Exhibit A are attached hereto, and by this reference incorporated in and made a part of this Contract. In the event of a conflict between any Attachment or Exhibit and the text of this Contract, the text of this Contract shall control. In the event of any conflict or inconsistency between the terms of this Contract and any Supplemental Statement of Work, the terns of the Supplemental Statement of Work will govern and control with respect to the term, projected utilization rates, service rates and scope of services. 12.12 Rights Cumulative. Unless expressly provided to the contrary in this Contract, each and every one of the rights, remedies, and benefits provided by this Contract shall be cumulative and shall not be exclusive of any other such rights, remedies, and benefits allowed by law. 12.13 Notices. All notices, reports and documents required under this Contract shall be in writing (including prepaid overnight courier, electronic transmission or similar writing) and shall be given to such party at its address or e-mail address set forth below, or at such other address or e-mail address as such party may hereafter specify from time to time. Each such notice shall be effective (i) if given by first class mail or prepaid overnight courier, when received, or(ii) if sent to an e-mail address, upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgment). If to Municipality: Village of Elk Grove Matthew J. Roan 901 Wellington Ave. Elk Grove Village, IL 60007 E-mail: mroan@elkgrove.org If to Consultant: Municipal GIS Partners, Incorporated Thomas A. Thomey 701 Lee Street, Suite 1020 Des Plaines, IL 60016 E-mail: tthomey@mgpine.com 12.14 Counterpart Execution. This Contract, Statement of Work or any Supplemental Statement of Work may be executed in several counterparts, each of which, when executed, shall be deemed to be an original, but all of which together shall constitute one and the same instrument. [REMAINDER INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have placed their hands and seals hereto as of the date first above written. ATTEST: VILLAGE OF ELK GROVE By: By: Name: Name: Its: Its: ATTEST: CONSULTANT: MUNICIPAL GIS PARTNERS, (� INCORPORATED By: 14on r .. By: Name: Donna Th y Name: Thomas Thomey Its: Office Administrator Its: President Attachment I Statement of Work to GIS Consortium Service Provider Contract 1) General Purpose. The Consultant will perform all or part of the Municipality's 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 Municipality will be sharing management, development, maintenance expertise and staffing with other municipalities as a member of the Geographic Information System Consortium (G1SC). The benefits to the Municipality 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) Service Types. The Consultant will provide two (2) service types. The intent of this distinction is to track specific types of investment without overburdening general operation of the GIS program. Many of these services will go unnoticed but are required to sustain the GIS program. The Consultant will employ reasonable professional discretion when specific direction is not provided. The two(2) services types are as follows: A. Services related to the direct management, development, operation, and maintenance of the GIS required to reasonably support the system. B. Services relating to the investigation, research, and development of new functionality and capability for the GIS Consortium and its members. 3) Services. The Consultant will provide the necessary resources to support the GIS program. The allocation of these resources will be reasonably commensurate with the level of expertise required to fulfill the specific task which includes, but is not limited to, the following: A. The GIS Specialist provides the daily operation, maintenance, and Support of the GIS program for the community. The GIS Specialist is responsible for database development and maintenance, map and product development, user training, help-desk, system support, and program documentation. B. GIS/RAS (Remote Access Service) Specialist provides the same services as the GIS Specialist utilizing equipment hosted by the Consultant. C. The GIS Coordinator is responsible for the coordination and operation of the GIS program for the community including planning, forecasting, resource allocation and performance management. D. The GIS Analyst is responsible for providing technical support to the GIS Specialist including trouble-shooting,special projects,and access to GISC shared applications and extensions. The GIS Analyst also supports the development of GISC projects and programs. E. The GIS Platform Administrator is responsible for developing, managing, and directing the GISC solutions including the data model, databases and centralized software applications offered by the GISC. F. The GIS Application Developer is responsible for developing, testing, and supporting software applications developed by the GISC for its members. G. The GIS Manager is responsible for the overall development and implementation of the GISC program based on the direction and instructions of the GISC Board of Directors. 4) Proiected Utilization and Service Rates. The service rates set forth below are based on, among other things, the negotiated annual projected utilization of all GISC members. The Consultant shall negotiate annually with the Board of Directors (the "Board") of GISC to adjust the annual projected utilization and service rates for the members of GISC. It is anticipated that the Consultant will submit its proposed annual projected utilization and service rates (the "Proposal")to the Board for approval every year on or about July 31 st. Upon the Board's approval of the Proposal, the annual projected utilization and service rates shall become binding on the Municipality and incorporated into this Contract by reference, which shall automatically become effective on January Ist and remain in effect for the remainder of such calendar year. The approved annual projected utilization and the service rates will be promptly distributed by the Board or the Consultant to the Municipality. Notwithstanding the foregoing, in the event the Board, for any reason whatsoever (including the Board being disbanded) does not approve the Proposal, the Consultant may submit its proposed annual projected utilization and service rates directly to the Municipality by no later than October Ist, and upon written approval by the Municipality shall become effective on January Ist. Consultant agrees that, each year, the new aggregate annual contract value for the Municipality will not exceed the greater of (i) cost-of- living adjustments based on the CPI' measured as of the most recent CPI number available prior to submitting the Proposal, or(ii) 3%. The GISC service and projected utilization rates set forth below are effective as of the Effective Date until December 31st: A. Projected Utilization 1. 1315 hours of GIS Specialist 'For purposes of this Contract, "CPI" shall mean the all items Consumer Price Index for all Urban Consumers in the Chicago-Gary-Kenosha area. In the event that publication or issuance of the Index is discontinued or suspended, the CPI shall be an index published or issued by the United States.Department of Labor or any bureau or agency thereof that computes information from substantially the same statistical categories and substantially the same geographic areas as those computed in the CPI and that weights such categories in a substantially similar way to the weighting of the CPI at the Effective Date. The CPI rates, solely for reference purposes, may be accessed at http://www.bls.gov/ro5/cpichi.htm, it being understood that the Consultant makes no representation or warranty that the rates published on such website are accurate. 2. X hours of GIS/RAS Specialist 3. 132 hours of GIS Coordinator 4. 132 hours of GIS Analyst 5. 75 hours of GIS Platform Administrator 6. 75 hours of GIS Application Developer 7. 75 hours of GIS Manager B. Service Rates I. $ 75.50 per hour for GIS Specialist 2. 79.00 per hour for GIS/RAS Specialist 3. 96.10 per hour for GIS Coordinator 4. 96.10 per hour for GIS Analyst 5. $119.70 per hour for GIS Platform Administrator 6. $119.70 per hour for GIS Application Developer 7. $119.70 per hour for GIS Manager Total Not-to-Exceed Amount for Services (Numbers): $151,585.40. Total Not-to-Exceed Amount for Services (Figures): one hundred fifty-one thousand five hundred eighty-five dollars and forty cents. Attachment 2 To GIS Consortium Service Provider Contract Insurance Consultant's Insurance Consultant shall procure and maintain, for the duration of this Contract, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance: Coverage shall be at least as broad as: I. Insurance Services Office Commercial General Liability occurrence form CG 0001 with the Municipality named as additional insured, on a form at least as broad as the ISO Additional Insured Endorsement CG 2010 and CG 2026 2. Insurance Service Office Business Auto Liability coverage form number CA 0001, Symbol 01 "Any Auto." 3. Workers' Compensation as required by the Labor Code of the State of Illinois and Employers' Liability insurance. B. Minimum Limits of Insurance: Consultant shall maintain limits no less than: I. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. The general aggregate shall be twice the required occurrence limit. Minimum General Aggregate shall be no less than $2,000,000 or a project/contract specific aggregate of$1,000,000. 2. Business Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers' Liability: Workers' Compensation coverage with statutory limits and Employers' Liability limits of$500,000 per accident. C. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the Municipality. At the option of the Municipality, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as it respects the Municipality, its officials, agents, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigation, claim administration and defense expenses. D. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions: I. General Liability and Automobile Liability Coverages: The Municipality, its officials, agents, employees and volunteers are to be covered as insureds as respects: liability,arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, leased or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the Municipality, its officials, agents, employees and volunteers. 2. The Consultant's insurance coverage shall be primary as respects the Municipality, its officials, agents, employees and volunteers. Any insurance or self- insurance maintained by the Municipality, its officials, agents, employees and volunteers shall be excess of Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Municipality, its officials, agents, employees and volunteers. 4. The Consultant's insurance shall contain a Severability of Interests/Cross Liability clause or language stating that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. If any commercial general liability insurance is being provided under an excess or umbrella liability policy that does not "follow form," then the Consultant shall be required to name the Municipality, its officials, employees, agents and volunteers as additional insureds 6. All general liability coverages shall be provided on an occurrence policy form. Claims-made general liability policies will not be accepted. 7. The Consultant and all subcontractors hereby agree to waive any limitation as to the amount of contribution recoverable against them by the Municipality. This specifically includes any limitation imposed by any state statute, regulation, or case law including any Workers' Compensation Act provision that applies a limitation to the amount recoverable in contribution such as Kotecki v. Cyclops Welding. E. All Covera¢es: Each insurance policy required by this paragraph shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or I n limits except after thirty(30)days prior written notice by certified mail, return receipt requested, has been given to the Municipality. F. Acceptability of Insurers: Insurance is to be placed with insurers with a Best's rating of no less than A-, VII and licensed to do business in the State of Illinois. G. Verification of Coverage: Consultant shall furnish the Municipality with certificates of insurance naming the Municipality, its officials, agents, employees, and volunteers as additional insured's and with original endorsements, affecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the Municipality before any work commences. The Municipality reserves the right to request full certified copies of the insurance policies and endorsements. Exhibit A Form of Supplemental Statement of Work Pursuant to and in accordance with Section 1.2 of that certain GIS Consortium Service Provider Contract dated [INSERT DATE] (the "Contract") between the of (the "Municipality") and Municipal GIS Partners, Incorporated (the "Consultant") hereby agree to the following SUPPLEMENTAL STATEMENT OF WORK ("SOW'): 1. Description of Additional Services: [None] or [Describe new services being provider/ or no longer being provided. Note if Supplemental Statement of Work is intended to replace a previously approved and effective Statement of Work] 2. Project Schedule/Term: [Insert date by which supplemental work must be commenced and completed with any appropriate milestones] 3. Proiected Utilization: [Insert rate effective dates] A. hours of GIS Specialist B. hours of GIS/RAS Specialist C. hours of GIS Coordinator D. hours of GIS Analyst E. hours of GIS Platform Administrator F. hours of GIS Application Developer G. hours of GIS Manager 4. Service Rates: [Insert rate effective dates] A. $ per hour for GIS Specialist B. $ per hour for GIS/RAS Specialist C. $ per hour for GIS Coordinator D. $ per hour for GIS Analyst E. $ per hour for GIS Platform Administrator F. $ per hour for GIS Application Developer G. $ per hour for GIS Manager Total Not-to-Exceed Amount for Services (Numbers) : $[INSERT] Total Not-to-Exceed Amount for Services (Figures) : [INSERT] In the event of any conflict or inconsistency between the terms of this SOW and this Contract or any previously approved SOW, the terms of this SOW will govern and control with respect to the term, projected utilization rates, service rates and scope of services. All other conflicts or inconsistencies between the terms of this Contract and this SOW shall be governed and controlled by this Contract. Any capitalized terns used herein but not defined herein shall have the meanings prescribed to such capitalized tern in this Contract. IN WITNESS WHEREOF, the undersigned have placed their hands and seals hereto as of the date first above written.' ATTEST: Municipality of By. Municipality Clerk [MUNICIPALITY] Manager ATTEST: CONSULTANT: MUNICIPAL GIS PARTNERS, INCORPORATED By By Its Its