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HomeMy WebLinkAbout20- Professional Services Agreement - VertiGIS for Public Works DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 �;e - 8 a� 7r��co.�►�� PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 22nd day of December, 2020("Effective Date"), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as "City," and, Geocortex, VertiGIS, hereinafter referred to as "Contractor." The City and Contractor may be referred to individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. 2. Effective Date: This Agreement is effective upon the date of its execution 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services (Exhibit A). For conflicts between this Agreement and the Scope of Services,unless specifically provided otherwise,the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services (Exhibit A). Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Contractor's Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 1 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 and regulations that in any manner may affect cost,progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana,Title 39, Chapter 71,MCA. Contractor shall maintain workers' compensation coverage for all members and employees of Contractor's business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 2 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor's agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Contractor or Contractor's agents or employees. Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor's applicable insurance policies required below, the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s)thereof. Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 3 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 In the event of an action filed against the City resulting from the City's performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except "responsibility for [City's] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent" as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above,Contractor shall at Contractor's expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers' Compensation—statutory; • Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability- $1,000,000 property damage/bodily injury per accident; and • Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City shall be endorsed as an additional or named insured on a primary non-contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty(30) day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor's receipt of notice that any Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 4 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 required insurance coverage will be terminated or Contractor's decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor's Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor's right to proceed with all or any part of the work ("Termination Notice Due to Contractor's Fault"). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. C. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for Citv's Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement, the City may terminate this Agreement by written notice to Contractor ("Notice of Termination for City's Convenience"). The termination shall be effective in the manner specified in the Notice of Termination for City's Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City's Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 5 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. C. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City's Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special,punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor's Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor's damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives and Notices: a. City's Representative: The City's Representative for the purpose of this Agreement shall be Tara Preston, Asset/GIS Systems Administrator or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City's Representative and approvals or authorizations shall Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 6 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 be issued only by such Representative;provided,however,that in exigent circumstances when City's Representative is not available,Contractor may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. b. Contractor's Representative: The Contractor's Representative for the purpose of this Agreement shall be DavId 7etz or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor's Representative; provided, however, that in exigent circumstances when Contractor's Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. C. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered,if delivered by courier to Party's address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party's Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances,rules,and regulations, obtain all necessary permits, licenses,including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers' compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 7 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104,MCA(the Montana Equal Pay Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 15. Intoxicants;DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants,including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.Department of Transportation (DOT)regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right to compensation or duties arising hereunder,without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 8 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor's compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party's right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney's Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney's Office staff. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties,the parties may invite an independent,disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty(30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor's indemnification shall survive the termination or expiration of Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 9 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 10 of 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONTANA VertiGIS North America Ltd. DocuSigned b (10 ONTRACTOR(Type Name Above) DocuSigned by: y DocuSigned by: $y q§o]dtil$lq�$t �G� a. �' B �{ �.a�uc. c- Jef IKOJ Cl "City Manager 689ENFBOOD846D... Print Name: Stephanie Payne Print Title: Director of Legal services APPROVED AS TO FORM: DocuSigned by: By Gree'9%WW,'Bozeman City Attorney Professional Services Agreement for The City of Bozeman Capital Project Planning App Development FY 2020—FY 2021 Page 11 of 11 DocuSign Envelope ID:A530D455-lA59-45CF-AD1D-F3D66lC28CE4 Geocortex9 byVertiGIS City of Bozeman Capital Project Planning App Development Reference ID: P-202051720 I November 24, 2020 From: Contact: VertiGIS North America Ltd. Matt Vaillant 300 - 1117 Wharf Street Email: Matt.VaiIlant@vertigis.com Victoria, 3C V8W 1 T7 Tel: (250) 381-8130 Canada DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS Legal Privacy & Confidentiality The contents of this document are confidential and proprietary. Disclosure, distribution or sharing of this information with persons or entities,for which it is not intended, in any form or for any other purpose than the evaluation of this proposal, is prohibited without the express, written consent of VertiGlS North America Ltd. In situations where information is required to be shared publicly to comply with policies regarding transparency of information, all statements must be signed off on by both VertiGlS and City of Bozeman prior to being published. Trademarks Geocortex and VertiGlS are registered trademarks of VertiGlS North America Ltd. in the United States and Canada. Essentials is a registered trademark of VertiGlS North America Ltd. in the United States. Other companies and products mentioned are trademarks or registered trademarks of their respective owners. Trademarks provided under license from Esri. Acceptance of Terms & Conditions City of Bozeman acknowledges that it has reviewed the process,terms, conditions, and reserved rights contained in this proposal and has voluntarily chosen to participate in this proposal subject to those procedures,terms, conditions, and reserved rights. This proposal is valid for 60 calendar days from the date of delivery. All services and deliverables are subject to the terms and conditions of this proposal and shall supersede any conflicting terms in the client's purchase order. All Geocortex software included in this proposal are subject to the Licensing Terms of Use at www.geocortex.com/legal. Software subscriptions begin on the date of purchase. ©2020 VertiGlS North America Ltd. All Rights Reserved. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 2 DocuSign Envelope ID:A530D455-lA59-45CF-AD1D-F3D66lC28CE4 VertiGIS Document Control Sheet Version History � . Changed by: Nature of Amendment 1.0 September 29, 2020 Joshua Zapf 1 st Draft Edits made to the Deliverables page to 1.1 November 6, 2020 Jon Swoveland follow City of Bozeman's notes and requests, edit to Cost Page. Edit to Deliverables to increase 1.2 November 24, 2020 Joshua Zapf Implementation Services time as requested; update to Cost Page. Approvals Name: Position: Signature: Date: Name: Position: Signature: Date: ©2020 VertiGIS North America Ltd. I Confidential Proposal I www.vertigis.com 3 DocuSign Envelope ID:A530D455-lA59-45CF-AD1D-F3D66lC28CE4 VertiGlS Overview In 2016,the City of Bozeman contracted VertiGlS' Professional Services team to deliver the Capital Improvement Project(CIP) Editor tool - built on the Geocortex Web GIS platform. As part of their efforts to modernize the City's Web GIS products,the City would like to provide their users with an updated CIP Editor tool. This updated tool will be implemented using VertiGlS' Geocortex 5 series products. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 4 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS Professional Services By combining innovative software with world-class services, we empower customers to face their GIS challenges with confidence, help them manage risk, and fast-track deployment of world-class web- mapping systems. Project-based Services Custom projects are often necessary to meet the needs of your organization, and our team of experts will help you succeed by providing a range of services from business analysis to project management. Business Analysis Our 20 years of experience creating web mapping applications for clients around the world has given us the experience to address and understand the unique requirements of your organization. Custom Development For the vast array of intended uses of GIS, building custom functionality or tailoring the platform to meet your specific requirements is a key part of the process. Upgrade/Migration Services As technology evolves,you may have to update your server or platform from time to time. Our services team can help you migrate from one system to another. We can either perform the migration ourselves, or our support team can provide you with assistance. Project Management Our project managers will partner with you to do more with Geocortex. They will help you establish a project plan, manage tasks, and arrive at a project's successful completion.Your project manager will also provide you with information throughout the project so you always know where things stand. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 5 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS Technical Project Administration The following technical tasks will be performed by the VertiGlS development team to support the overall development effort. Development Environment Setup Project Setup One developer will create a repository in VertiGlS' code repository system (SVN)for the client and project based on the VertiGlS developer template, client, project, as well as target Geocortex Essentials and GVH versions. If the project involves multiple sites, this will involve manual modification of the template as applicable. Once the template has been set up in SVN, all developers and the team lead working on the project will check out the project to their local workstation and deploy it.This may involve installation of a new version of Geocortex Essentials if it is not already installed on the developer workstation. Remote Connectivity All members of the development team will work with the client to get authenticated access to the client environment and adequate security set on target systems.This may include access to secured ArcGIS Services, Geocortex instances, and remote desktop access to deployment servers. This task typically involves working with the client's network security team to acquire credentials, install VPN software, set up two-factor authentication, and work through issues such as system-specific connectivity problems and password issues. Environment Replication This task involves receiving sample development data from the client along with optional map documents (MXDs)for publishing the data to ArcGIS Server. On a shared internal ArcGIS Server(and possibly database) instance,the data will be deployed and published for all members of the VertiGlS development team to access. No external access will be allowed to the development data and ArcGIS services. Technical Task Setup The team lead will create and configure a project in VertiGlS'task tracking software OIRA), selecting an appropriate template and creating project Epics.Tasks will be created and assigned to Epics for each individual work item and populated with acceptance criteria as appropriate. Each Task will be assigned an estimate and assigned a developer. The final step in this task will be to allocate]IRA Tasks to the first development sprint. Developer Project Meetings It is expected that VertiGlS developers and/or technical leads will participate in project kickoff and regularly-scheduled status meetings throughout the duration of the project. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 6 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS Deliverables The following is a general understanding of functionality required. Effort listed for each deliverable represents VertiGlS' best estimate but could differ from actual time spent depending on complexity or unforeseen circumstances. VertiGlS will notify City of Bozeman of any deviation between actual time spent and estimated time from this proposal. Analysis and Design Estimate of Effort: 8 hours Resources: Application Development and Services Before beginning development of the CIP Editor, a member of VertiGlS' Professional Services team will conduct one or more planning and discovery sessions with key City of Bozeman project stakeholders. The focus of these sessions will be to define the requirements of the new Capital Improvement Project Editor and Reporting tools and identify any prerequisite actions, such as changes to the CIP data schema and ArcGIS web map requirements. The findings of these sessions will be summarized in a Data Review and Design document and delivered to the City of Bozeman. Assumptions: • The City of Bozeman will be responsible for implementing all schema changes. • The City of Bozeman will be responsible for implementing the ArcGIS Web Map required for the CIP Editor tool. Geocortex Web Viewer Configuration Support Estimate of Effort: 8 hours Resources: Application Development and Services A member of VertiGlS' Professional Services team will provide consultation services to support staff at the City of Bozeman with their configuration of a Geocortex Web Viewer to host the CIP Editor tool. Capital Improvement Project Editor Workflow Estimate of Effort: 64 hours Resources: Application Development and Services A member of VertiGlS' Professional Services team will build a Geocortex Workflow to meet the requirements of the Capital Improvement Project Editor tool, as defined in the planning and discovery sessions. Assumption: ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 7 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS • It is assumed the requirements for the new CIP Editor workflow will be equivalent in scope as those of the City of Bozeman's current CIP Editor workflow. Implementation Services (Optional Items) Estimate of Effort: 40 hours Resources: Application Development and Services Following the delivery of the new CIP Editor Workflow, a member of VertiGlS' Professional Services team will be available to the City of Bozeman for up to 28 hours of implementation services. Some examples of how these hours can be used include, but are not limited to: • Knowledge transfer of the new CIP Editor workflow. • Configuration of Geocortex Reporting templates. • Configuration of a Geocortex Printing template for use in all City of Bozeman's Geocortex Web Viewers. • Configuration of additional KPI cards in the CIP Editor Web Viewer. • General developer support. Technical Project Administration Estimate of Effort: 8 hours Resources: Application Development and Services Technical project administration tasks, as necessary, as described in the Technical Project Administration section of this proposal. Testing and QA Estimate of Effort: 8 hours Resources: Application Development and Services Prior to development commencing, a developer will create agreed-upon test plans. The finished application will be tested against these test plans and successful completion of the test run will constitute completion of the development phase. Documentation and Delivery Estimate of Effort: 8 hours Resources: Application Development and Services The developer will create a delivery package including documentation for the deployment of the delivered code. The developer will deploy the site to the client environment. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 8 DocuSign Envelope ID:A530D455-lA59-45CF-AD1D-F3D66lC28CE4 VertiGIS Project Management Estimate of Effort: 24 hours Schedule: Project Duration Resources: Project Management The project manager will monitor the progress and budget burn for the project. They will provide status updates and reports to the client on an agreed-upon schedule.The project manager will also be responsible for capturing any change requests and generally ensuring the project runs smoothly. ©2020 VertiGIS North America Ltd. I Confidential Proposal I www.vertigis.com 9 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS Project Assumptions • The application(s)won't be tested or compatible with Internet Explorer 11 or older versions. • The City of Bozeman will be responsible for implementing all schema changes. • The City of Bozeman will be responsible for implementing the ArcGIS Web Map required for the CIP Editor too • Accessibility will conform to Geocortex's out-of-the-box standards. • The application may not satisfy local accessibility requirements. Geocortex Web, Workflow, Reporting, and Mobile require ArcGIS Enterprise or ArcGIS Online. • Geocortex Web, Workflow, Reporting, and Mobile require at least one creator user type for ArcGIS Enterprise or ArcGIS Online. The UI/UX experience of the app will be in accordance with out of the box look and feel and capabilities of Geocortex Products. This proposal does not cover licensing for any ArcGIS or Geocortex products or any other software or operating systems. Procuring installation files and licenses for software to be installed as part of this proposal is the client's responsibility. VertiGlS can't take responsibility for any bugs or software defects of third party software or any software not written and created by VertiGlS. Any Esri software problems, as well as any other software defects that are not Geocortex-related, must be reported and followed up with the software vendor by the client. Designing, sizing, and implementing an enterprise geodatabase is out of the scope of this proposal. • Installing or upgrading an enterprise geodatabase is out of the scope of this proposal. • Access to the client environment for installation and deployment is via VPN connection and remote desktop (or equivalent). • The installer and developer have sufficient administrative access to the client machines for deployment and configuration. • Data schema will not change after development commences. • Work will be completed off-site in VertiGlS' development environment. • VertiGlS shall retain all of the intellectual property rights to the deliverables. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 10 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS VertiGlS' Responsibilities • Provide QA/QC on the developed modules,templates, forms,work sheets, etc. • Resolve critical issues found with the application during testing and implementation within an agreed upon timeframe. • Resolve high and medium priority issues found during testing and implementation. • Capture low priority defects for future releases. • Provide Project status reports to the City of Bozeman Project Manager on an agreed-to basis. • Provide Agile Development Epics and Sprints to revise schedule and cost projection as the project progresses. • Manage and escalate Project issues and risks as appropriate. • VertiGlS warrants for a period of thirty(30) calendar days from the time of delivery that the deliverables will substantially conform to the specifications set out in this proposal. City of Bozeman Responsibilities • Provide a primary point of contact for the entirety of each task. • Communicate project needs and priorities to VertiGlS. • Provide Subject Matter Experts to assist with tasks. • Provide sample/development data and supporting map services. • Manage the overall Project implementation, ensuring scope, budget and schedules are met. • Manage and escalate Project issues and risks as appropriate. • Provide the appropriate resources to perform User Acceptance Testing. • Coordinate user training, as needed. • Notify VertiGlS of product defects,their priorities and issues for resolution. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 11 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGlS Cost and Budget Costing Model - Time & Material During the software development process,there are situations and projects that demand flexibility from all the parties involved. Time & Material (T&M) is the preferred approach to managing cost and budget constraints since it allows more control over development progress and cost instead of relying on educated guesses at eventual expenses. VertiGlS uses the T&M model when there is no whole vision of the solution and its implementation specifics.This option is fully negotiable and uses an hourly rate for work applied in the development process.To prevent uncontrolled price growth, we define an upper limit for project budget. One of the biggest benefits of this model is task prioritizing for development projects. Each project is divided into several separate tasks (involving features, use cases, tests, etc.).VertiGlS' project manager gives advice on importance, level of complexity, implementation, and cost of these tasks.Thus, clients can prioritize the order of features and use cases depending on cost and relevance to the solution. VertiGlS uses the T&M model when at least one of the following situations applies to the project: • When requirements are not precise or specifications cannot be clearly defined. • When there will be a constant flow of tasks or enhancements. • When project scope is unknown or implementation spreads over months. • When the client requires a high level of flexibility or change requests often appear during the development process. • When the client wants more direct control over the process or provides certain resources that can influence the project implementation. In this type of pricing model communication and agreement greatly influence time and cost efficiency of the project. Constant supervision and coordination of effort are the keys to a successful project. Since clients pay only for the hours and accompanying expenses spent on the project,they are provided with timely reports so they can track and control time and expenses, and material. VertiGlS uses a variety of software -from weekly project burn down reports to specialized web applications.VertiGlS uses Intacct Project Accounting and JIRA Issue Tracking to provide all the necessary data,time tracking and communication for successful project management and reporting. ©2020 VertiGlS North America Ltd. I Confidential Proposal I www.vertigis.com 12 DocuSign Envelope ID:A530D455-1A59-45CF-AD1D-F3D661C28CE4 VertiGIS Cost The proposed budget for the project is supplied below and is an estimate only. The estimates are based on our current understanding, and may need to be adjusted as the requirements and specifications evolve over the course of the project. Description • Analysis & Design 8 $200 $1,600 Geocortex Web Viewer Configuration Support 8 $200 $1,600 CIP Editor Workflow 64 $200 $12,800 *Implementation Services 40 $200 *$8,000 Technical Project Administration 8 $200 $1,600 Testing & QA 8 $200 $1,600 Documentation & Delivery 8 $200 $1,600 Project Management 24 $200 $4,800 Total $33,600 *Denotes Optional Items ©2020 VertiGIS North America Ltd. I Confidential Proposal I www.vertigis.com 13