2020-50 - APPROVING REVISIONS TO CONTRACT BETWEEN THE VILAGE OF BUFFALO GROVE AND MUNICIPAL GIS PARTNERS - 11/02/2020 RESOLUTION NO. 2020- 50
A RESOLUTION APPROVING REVISIONS TO CONTRACT BETWEEN THE
VILAGE OF BUFFALO GROVE AND MUNICIPAL GIS PARTNERS
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois
Constitution of 1970.
WHEREAS, Article VII, Section 10, of the 1970 Constitution of the State of Illinois, and
5 ILCS 220/1 et seq, of the Illinois Compiled Statutes, (1998), authorize and encourage
intergovernmental cooperation; and
WHEREAS, this Contract was entered into pursuant to the Intergovernmental
Cooperation provisions of Article VII, Section 10 of the 1970 Illinois Constitution and the
Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq.; and
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD
OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE
COUNTIES, ILLINOIS, as follows:
Section 1. A responsibility exists to manage the geographical data that is a critical component
required to deliver government services, and the approval of the revisions to the GIS Consortium
Service Provider Contract will continue to allow Village staff to manage such data. Staff seeks to
ensure proper usage and administration of the GIS program through the approval of the revised
GIS Consortium Service Provider Contract.
The Village President and Board of Trustees do hereby authorize staff to make revisions to, and
accept the GIS Consortium Service Provider Contract attached to this Resolution.
Section 2. This Resolution shall be in full force and in effect from and after its passage and
approval.
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AYES: 6—Stein, Ottenheimer, Weidenfeld, Johnson, Smith, Pike
NAYES: 0—None
ABSENT: 0—None
PASSED: November
APPROVED: November 2,2020
Approved:
2
4illagoe President
ATTEST:
Tyv
Village bzA
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MEMBERSHIP AGREEMENT FOR A GEOGRAPHIC
INFORMATION SYSTEM CONSORTIUM
This Agreement is entered into this3ab day of 0 oo t-+$e rL , 20ZO , 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.
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II. 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"GISC" means
the organization created pursuant to this Agreement.
(b) "GIS,"means geographic information system.
(c) "BOARD"means the Board of Directors of GISC, consisting of one (1) Director
(and one (1) alternate Director)from each governmental unit, which is a member
of GISC.
(d) "CORPORATE AUTHORITIES" means the governing body of the member
governmental unit.
(e) "MEMBER"means a Governmental Unit, which enters into this Agreement and
is, at any specific time not in default as set forth in this Agreement.
(f) "FORMER MEMBER" means any entity, which was once a Member, but has
either withdrawn from GISC 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.
(i) "SERVICE PROVIDER"means any professional services firm(s)that GISC
designates as the firm(s) to establish, operate, maintain or support geographic
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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 GISC. 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.
III. Membership
Section 1. Any Governmental Unit may be eligible to become a member of GISC.
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 Secretary-Treasurer, or
equivalent, of GISC to offset the cost of the legal and administrative expenses of the formation,
operation and administration of GISC.
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 GISC
Board, within one (1) year of signing this Agreement. Members are expected to enter into any
agreements with Secondary Service Providers deemed necessary for the functioning of GISC
within 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 GISC President. The resolution authorizing the execution of the
Agreement shall also designate the first Director and alternate for the Member.
Section 5. The Charter Members shall be the Members consisting of Glencoe, Highland
Park, Lincolnshire and Park Ridge.
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Section 6. Any Member joining GISC 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 favorable vote of two-thirds (2/3) majority of
the Board of Directors in order to rejoin the GISC.
IV. Board of Directors
Section 1. The governing body of GISC 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 Member's
Director.
Section 3. The Corporate Authorities of each Member shall appoint Directors and
Alternate Directors. In order for GISC to develop data processing and management information
systems of maximum value to Member Governmental Units, the Members shall appoint, as their
Director and Alternate, a chief administrative officer, a department head and employees with
significant management responsibility and experience. Directors and Alternates shall serve
without compensation from GISC.
Section 4. A vacancy shall immediately occur in the office of any Director upon his
resignation, death, removal by the Corporate Authorities of the Member, or ceasing to be an
employee of the Member.
V. Powers and Duties of the Board
Section 1. The powers and duties of the Board shall include the powers set forth in this
Article.
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 GISC.
Section 3. It may establish and collect membership dues.
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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 Executive Board and their powers and duties are defined in
the By-Laws.
VII. Financial Matters
Section 1. The fiscal year of GISC 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 31st 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 GISC.
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 the Board and shall not use any GISC facilities or programs 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 be 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 preserve 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
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nonmembers for services rendered by GISC, 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 GISC 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 GISC'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 GISC or the Service
Provider.
Section 5. A Member terminated from membership at a time when such termination does
not result in dissolution of GISC, shall forfeit its claim to any assets of GISC. Any terminated
Member shall be subject to the provisions described elsewhere in this agreement.
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IX. Withdrawal
Section 1. Any Member may at any time give written notice of withdrawal from GISC.
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 GISC 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 GISC or the
Service Provider(s).
Section 2. A Member withdrawing from membership at a time when such withdrawal
does not result in dissolution of GISC shall forfeit its claim to any assets of GISC. 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. GISC shall be dissolved whenever:
(a) A sufficient number of Members withdraw from GISC 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
circumstances permit subject to the provisions of this Agreement.
Section 3. Upon dissolution, after payment of all obligations the remaining assets of
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GISC shall be distributed among the then existing Members in proportion to their contributions
to GISC during the entire period of such Member's membership, as determined by the Board.
The computer software that GISC 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 GISC 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 GISC:
(a) All such software shall be an asset of GISC.
(b) A Member may use any software developed during its membership in accordance
with this agreement, upon:
(i) Paying any unpaid sums due GISC,
(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,with postage prepaid. All notices shall be addressed as follows:
If to GISC:
President of GISC
With a copy to the GISC Secretary-Treasurer, or equivalent.
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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).
XII. Duration
This agreement shall continue in effect indefinitely, until terminated in accordance with its terms
or until GISC 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 software; 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
Member, that Member may use, under license granted by the Board, any software developed
during its membership upon:
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(a) Paying to the Board any unpaid sums due GISC 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
any inherent protectable interests, except those specifically provided by this Agreement.
XVI. Execution of Agreement
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 GISC and
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the Members or additional Members shall preserve undestroyed, shall together constitute but one
and the same instrument.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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EXHIBIT A
INITIAL MEMBERSHIP DUES FORMULA
Membership Fee = Basis x 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
70% $14,000
80% $16,000
90% $18,000
100% $20,000
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EXHIBIT B
GIS Consortium Service Provider Contract
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IN WITNESS WHEREOF, 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 this3Ro day of, Occvc-- 53cn— 202a.
of
By:
Its: lla a6f ~OA
A'ITrES'r:
l_
Vil.-' /City Clerk
Seal
GIS CONSORTIUM SERVICE PROVIDER CONTRACT
This contract (this "Contract") made and entered into this 1 st day of January, 2021 (the
"Effective Date"), by and between the Village of Buffalo 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,substantially
in the form attached hereto as Exhibit A.
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 terms of this Contract and the
Statement of Work or any Supplemental Statement of Work, unless otherwise specified in such
Statement of Work, the terms of this 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
[CITY/MUNICIPALITY MANAGER] or his designee (hereinafter referred to as the
"Municipality Manager")in accordance with the terms 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 Authorit 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 of GISC 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 and
Supplemental Statement of Work include all applicable federal,state, and local taxes of every 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 terms of this Contract,
the initial term of this Contract shall commence on the Effective Date and remain in effect for 3
year(s) (the "Initial Term").
5.2 Renewal Terms. The Initial Term 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 ninety (90) calendar 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 one hundred eighty (180) calendar 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 fifteen (15) 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 Personner') 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 full responsibility and liability for the
provision,performance, and completion of the 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
term "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 Employees. The Municipality agrees that during the
term 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, Equipment, and Records. The Municipality shall provide the Consultant
with adequate office space,furnishings, records, hardware, software and connectivity to fulfill the
objectives of the GIS program. Facilities, equipment, and records 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;
(e) Hardware, software, peripherals, and network connectivity to perform the
program objectives efficiently; and
(f) Any Municipality data, record,which is necessary for carrying out the work
as outlined in the Contract, Statement of Work or Supplemental Statement of Work.
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 t:h:ird
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"GISC Materials").
(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 of the 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 of) 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; (c) is
independently developed by the Consultant without the use of or reference to, in whole or in part,
any Confidential Information; (d) required to be disclosed pursuant to a court order issued by a
court having jurisdiction thereof(subject to Section 9.5); or (e) information subject to disclosure
under FOIA(as defined below in Section 9.6). 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 tecum 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. Within 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 furnish 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 IT 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 Equal Employment Opportunity Clause. In the event of the Consultant's non-
compliance with the provisions of this Section 12.1 or the Illinois Human Rights Act, 775 ILCS
5/1-101, et seq., as it may be amended from time to time, and any successor thereto (the "Act"),
the Consultant may be declared ineligible for future contracts or subcontracts with the State of
Illinois or any of its political subdivisions or municipal corporations, and this Contract may be
cancelled or voided in whole or in part, and other sanctions or penalties may be imposed or
remedies invoked as provided by statute or regulation. During the performance of this Contract,
the Consultant agrees as follows:
(a) The Consultant will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, marital status, order of
protection status, national origin or ancestry, citizenship status, age, physical or mental disability
unrelated to ability,military status or an unfavorable discharge from military service; and,further,
the Consultant will examine all job classifications to determine if minority persons or women are
underutilized and will take appropriate affirmative action to rectify any underutilization.
(b) That, if the Consultant hires additional employees in order to perform this
Contract or any portion of this Contract, the Consultant will determine the availability (in
accordance with 44111.Admin. C. 750.5, et seq., as it may be amended from time to time, and any
successor thereto (the "Applicable Regulations")) of minorities and women in the areas from
which the Consultant may reasonably recruit and the Consultant will hire for each job classification
for which employees are hired in a way that minorities and women are not underutilized.
(c) That, in all solicitations or advertisements for employees placed by the
Consultant or on the Consultant's behalf, the Consultant will state that all applicants will be
afforded equal opportunity without discrimination because of race, color, religion, sex, sexual
orientation,marital status, order of protection status, national origin or ancestry, citizenship status,
age, physical or mental disability unrelated to ability, military status or an unfavorable discharge
from military service.
(d) That the Consultant will send to each labor organization or representative
of workers with which the Consultant has or is bound by a collective bargaining or other agreement
or understanding, a notice advising the labor organization or representative of the Consultant's
obligations under the Act and the Applicable Regulations. If any labor organization or
representative fails or refuses to cooperate with the Consultant in the Consultant's efforts to
comply with the Act and the Applicable Regulations, the Consultant will promptly notify the
Illinois Department of Human Rights (the "Department') and the Municipality and will recruit
employees from other sources when necessary to fulfill its obligations under the Contract.
(e) That the Consultant will submit reports as required by the Applicable
Regulations, furnish all relevant information as may from time to time be requested by the
Department or the Municipality, and in all respects comply with the Act and the Applicable
Regulations.
(f) That the Consultant will permit access to all relevant books, records,
accounts and work sites by personnel of the Municipality and the Department for purposes of
investigation to ascertain compliance with the Act and the Department's Rules and Regulations.
(g) That the Consultant will include verbatim or by reference the provisions of
this Section 12.1 in every subcontract awarded under which any portion of the Contract obligations
are undertaken or assumed, so that the provisions will be binding upon the subcontractor. In the
same manner as with other provisions of this Contract, the Consultant will be liable for compliance
with applicable provisions of this Section 12.1 by subcontractors; and further the Consultant will
promptly notify the Municipality and the Department in the event any subcontractor fails or refuses
to comply with the provisions. In addition, the Consultant will not utilize any subcontractor
declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts
with the State of Illinois or any of its political subdivisions or municipal corporations.
12.2 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 of the tax, as set forth in Section 11-42.1-1 et seq. of the 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.
12.3 Sexual Harassment Policy. The Consultant certifies that it has a written sexual
harassment policy in full compliance with Section 2-105(A)(4) of the Illinois Human Rights Act,
775 ILCS 5/2-105(A)(4).
12.4 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, iiatimial 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.
12.5 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.
12.6 Severabilit . 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.
12.7 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.
12.8 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.
12.9 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.
12.10 Headinp-s.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 cotistroed to affect
in any manner the terms and provisions hereof or the interpretation or construction thereof.
12.11 Modification or Amendment. This Contract constitutes the entire Contract of the
parties on the subject mat.�...._...________......................_......._.................
p ter 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.
12.12 Attac hments 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 terms of the Supplemental Statement of Work will govern
and control with respect to the term,projected utilization rates, service rates and scope of services.
12.13 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.
12.14 Good Faith Negotiation. Before commencing any legal action, the parties agree to
enter into good faith negotiations to resolve any controversy, claim, or dispute ("Dispute"). Such
good faith negotiations shall commence promptly upon a party's receipt of notice of any Dispute
from the other party and continue for a period of fourteen (14) days or any period of time as
mutually agreed upon.
12.15 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 Buffalo Grove
Brett Robinson
Fifty Raupp Blvd
Buffalo Grove, IL 60089-2196
Attention: Brett Robinson
E-mail: brobinson@vbg.org
If to Consultant: Municipal GIS Partners, Incorporated
Thomas A. Thomey
701 Lee Street, Suite 1020
Des Plaines, IL 60016
Attention: Thomas Thomey
E-mail: tthomey@mgpinc.com
12.16 Force Ma'eure. No party to this Contract shall be responsible or liable for, or
deemed in breach hereof because of, any delay in the performance of its respective obligations
under this Contract to the extent that such delay is due substantially to circumstances beyond the
party's reasonable control and without the fault or negligence of the party experiencing such delay.
Such circumstances may include, but are not limited to, any act of God, fire or other casualty,
epidemic, quarantine, "stay home" or similar order, strike or labor dispute, embargo, war or
violence,act of terrorism,or any law,order,proclamation,ordinance,demand,requirement,action
or inaction of any national, state, provincial, local, or other government or governmental agency
(each, a"Force Majeure"). Upon the occurrence of a Force Majeure, the party experiencing the
Force Majeure shall notify the other party in writing immediately following such Force Majeure,
but in no case later than three (3) business days after such party becomes aware of the occurrence
of the Force Majeure. The written notification shall provide a reasonably detailed explanation of
the Force Majeure.
12.17 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.
12.18 Tort Immunity Defenses. Nothing contained in the Contract is intended to
constitute, and nothing in the Contract will constitute, a waiver of the rights, defenses, and
immunities provided or available to the Municipality under the Local Governmental and
Governmental Employees Tort Immunity Act, 745 ILCS 10 et seq. or any other applicable State
law.
[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 BUFFALO GROVE
By: By:
Name va�C ,M, t Name:
Its:
ATTEST: CONSULTANT:
MUNICIPAL GIS PARTNERS,
INCORPORATED
By: By:
Name: Donna T ey Q Name: Thomas Thomey
Its: Management Support Specialist Its: President and General Manager
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
(GISC). 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. Site Analyst provides the daily operation, maintenance, and support of the
program for the Municipality, either physically on-site or remotely (as reasonably determined by
the Consultant after consultation with the Municipality with respect to its need). The Site Analyst
is responsible for database management and data quality, map and product development, user
training and help-desk, project identification and program documentation.
B. The Shared Analyst provides technical support to the Site Analyst and the
Municipality including trouble-shooting and project implementation. The Shared Analyst is
responsible for developing, testing, and managing the GISC shared solutions including the
standard data model and processes, centralized databases, and software applications.
C. The Client Account Manager is responsible for the coordination and
operation of the program for the Municipality including leadership alignment and reporting,
planning and budgeting, resource allocation, and performance management.
D. The Manager is responsible for the overall GISC program including the
development and implementation of new shared opportunities based on the direction and
instructions of the GISC Board of Directors.
4) Projected 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 1st 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 1st, and upon written approval by the
Municipality shall become effective on January 1st. 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 CPIs 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 31 of such calendar year:
A. Projected Utilization
1. 1,154 hours of Site Analyst
2. 228 hours of Shared Analyst
3. 115 hours of Client Account Manager
4. 57 hours of Manager
'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.
B. Service Rates
1. $91.15 per hour for Site Analyst
2. $91.15 per hour for Shared Analyst
3. $106.90 per hour for Client Account Manager
4. $134.00 per hour for Manager
Total Not-to-Exceed Amount for Services (Numbers): $145,901.00.
Total Not-to-Exceed Amount for Services (Figures): one hundred forty-five thousand nine
hundred one and 00/100 dollars.
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:
1. 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. .............. _.
than:
1. 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: (1) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as it respects the Municipality,its officials, agents, employees and volunteers; or(2)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:
1. 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 Coverages: Each insurance policy required by this paragraph shall be
endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or
in 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
SAMPLE Form of Supplemental Statement of Work
Pursuant to and in accordance with Sections 1.2 and 12.10 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("SSOW"):
1. Description of Additional Services:
[None] or [Describe new services being provided 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. Pro'ected Utilization: [Insert rate effective dates]
A. hours of Site Analyst
B. hours of Shared Analyst
C. hours of Client Account Manager
D. hours of Manager
4. Service Rates: [Insert rate effective dates]
E. $ per hour for Site Analyst
F. $ per hour for Shared Analyst
G. per hour for Client Account Manager
H. $ per hour for 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 SSOW and this
Contract or any previously approved SSOW, the terms of this SSOW 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 SSOW shall be governed
and controlled by this Contract. Any capitalized terms used herein but not defined herein shall
have the meanings prescribed to such capitalized term 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/CITY] Manager
ATTEST: CONSULTANT:
MUNICIPAL GIS PARTNERS,
INCORPORATED
By:...m...._..............._.�..... By:. .......�.�. ..
Its: Its: