Loading...
HomeMy WebLinkAbout20- Professional Services Agreement - GIS Inc for Cityworks Support DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E GJ - 9x f f K 7r��co.�►�� PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 24th day of November, 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 GIS Inc., 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. Term/Effective Date: This Agreement is effective upon the Effective Date and will expire on the 301h day of June, 2021,unless earlier terminated in accordance with this Agreement. 3. Scope of Services:Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. 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. 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 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 Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 1 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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. 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 Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 2 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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. 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. Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 3 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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 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. Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 4 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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 City'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 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. Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 5 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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 Zac Collins,Asset Systems Program Manager 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 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 Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 6 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E purpose of this Agreement shall be Dawn Siegel 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 Reiulations: 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 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 Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 7 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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. 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 Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 8 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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 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. Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 9 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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. Inteiration: 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 Sitnatures: 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 Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 10 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E 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 Gisi nc DocuSigned CONTRACTOR(Type Name Above) DocuSigned by: seozE y� by: ByF ,t,�iG�. ByEDOCUSigned aunit� Q. '°o�` BA541 DB74CAE4 FB... Jeff Mihelich, City Manager Print Name: Daniel A. Levine Print Title: President APPROVED AS TO FORM: DocuSigned by: By G Stti� iv�arn, Greg'�u��ivn Bozeman City Attorney Professional Services Agreement for Cityworks Support with GIS Inc. FY 2020—FY 2021 Page 11 of 11 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C11E IsincInspired by Location October 12, 2020 Zac Collins Asset Systems Program Manager City of Bozeman, MT 20 E. Olive St PO Box 1230 Bozeman, Montana 59771-1230 Dear Zac, Thank you for your interest in our GIS Support Block. Included in the following pages are GISinc's labor categories and labor rates. GIS Support Blocks will provide a vehicle for accessing GIS support/Cityworks support on-demand to City of Bozeman, MT. I hope you find this information helpful. If I can provide further assistance, please do not hesitate to contact me. Thank you again for your interest. We look forward to working with you. Sincerely, Dawn N. Siegel Director of Sales Geographic Information Services, Inc. 2100 Riverchase Center, Suite 105 1 Birmingham,AL 35244 p: (205) 725-5831 1 c: (248) 343-1024 1 e: dawn.siegel@gisinc.com City of Bozeman, MT:GIS Support Block—Pay As You Go I www.gisinc.com 1 1 111 DocuSign Envelope ID:4E69805C-266C-44 gill-8414-5B22FEE9C11E IsincInspired by Location I. GIS Support Blocks GIS Support Blocks provide a vehicle for accessing GIS support on-demand. Once a GIS Support Block is put in place, GISinc will provide professional services to assist City of Bozeman, MT with GIS support. All services provided as part of the GIS Support Blocks will be conducted by the most effective and cost- efficient method,including:virtually through remote network access,telephone conference calls, Internet (WebEx) demonstrations, or on-site consultants. How do GIS Support Blocks work? Once the GIS Support Block vehicle is in place, GISinc will provide City of Bozeman, MT with a single point of contact. GISinc will identify the support tasks and establish a communication plan for coordinating the activities of the task as well as status reporting. We will match the support task with the correct GISinc resource and their corresponding labor category. If a support task becomes large, GISinc may require using a management team. This function includes people, processes, and technology that are designed to make sure that City of Bozeman, MT receives outstanding value. Milestones and completion dates will be established for the Planning and Analysis, Client review, Design, Client review, Development, Testing, and Installation/Implementation phases of a large task or project. There are many tasks and risks that have the potential to derail a project.To manage this effort, larger tasks or projects that we execute are assigned a Project Coordinator or Technical Architect from GISinc. City of Bozeman, MT:GIS Support Block—Pay As You Go I www.gisinc.com 1 2 DocuSign Envelope ID:4EB9805C 2B6C 44A3-8414-5B22FEE9C11E IsincInspired by Location II. Pricing & Acceptance GlSinc is proposing our time and materials Support Block with a not-to-exceed price of $20,000. We have provided our Commercial List rates below: Category Commercial Block Rate Staff Geospatial Analyst $123.05 Sr. Geospatial Analyst $159.60 Staff Solutions Engineer $162.75 Sr. Solutions Engineer $201.40 Staff Geospatial Developer $154.50 Sr. Geospatial Developer $199.50 Technical Architect $206.85 Sr. Technical Architect $256.15 You may indicate your acceptance of the above proposal with a signature from authorized personnel from City of Bozeman, MT. City of Bozeman, MT Support Block Amount(Not to Exceed): $20,000 DocuSigned by: DocuSigned by: Signature: 251607FDSA824A6._ < Z Name: Jeff Mi hel i ch Title: City Manager Date: 12/9/2020 Quotation Terms and Conditions This confidential quotation is valid for thirty(30) days unless otherwise stated and does not include shipping or tax unless otherwise stated. This contract will expire one year after signature. This quotation information is proprietary and may not be copied or released other than for the express purpose of system and service selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Geographic Information Services, Inc. (GISinc). Time and Materials Payment Terms:Client will be billed monthly for all travel expenses and labor costs based on hours worked. Client agrees to NET 30 terms after receipt of invoice on this GIS support block. Supporting details will be provided in the monthly status report to detail the hours, rates, and deliverable(s)performed during the preceding month. City of Bozeman, MT:GIS Support Block—Pay As You Go I www.gisinc.com 1 s DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E ea Standard Terms and Conditions These standard terms and conditions("Terms and Conditions") apply to any proposal,quotation and the resultant agreement relating to products and services sold by Geographic Information Services,Inc ("GlSinc") to a customer ("Customer").These Terms and Conditions,together with the proposal,quotation and contract,including any statement of work,herein SOW,shall constitute the entire agreement("Agreement") between the parties. These Terms and Conditions are governed by the terms of the applicable License Agreement for any incorporated software ("License Agreement").Capitalized terms used and not otherwise defined herein shall have the respective meaning set forth in the License Agreement. 1. GENERAL PROVISIONS. appropriate change.GlSinc shall adjust the proposal to reflect the change.Customer shall modify any purchase This proposal including the SOW and all Terms and order or confirmation form and reissue to GlSinc Conditions set forth herein,constitutes the entire accordingly. agreement between GlSinc and Customer.The Terms 6. INVOICE AND PAYMENT. and Conditions of the proposal shall govern and control the terms of any purchase order or purchase Customer shall pay GlSinc within thirty(30)days after confirmation form from the Customer.Customer receipt of invoice or as per the terms indicated in the acknowledges that GlSinc has not authorized any of its proposal.GlSinc will bill Customer monthly for all travel sales agents or representatives to make any expenses and labor costs based on hours worked. representations,warranties or agreements on behalf of, or to bind GlSinc in any way.This confidential proposal 7. CANCELLATION. is valid for thirty(30)days and unless otherwise stated. Customer shall provide thirty(30) days written notice to 2. SCOPE OF SERVICES. GlSinc prior to canceling an order.Customer will compensate GlSinc for all authorized services During the term of the Agreement,GlSinc shall furnish satisfactorily performed through the cancellation date the services in accordance with the SOW set forth in under the payment terms in section 6 of these Terms the proposal. and Conditions. 3. WORK PERFORMANCE. 8. ASSIGNMENT. GlSinc agrees that all work performed hereunder shall Neither party shall assign any of its rights or interest in be performed on a best effort basis by GISinc's staff this Agreement or subcontract all or substantially all of having an appropriate experience and skill level,and its performance of this Agreement without the other in compliance with the SOW. party's prior written consent. 4. TAXES. 9. INDEMNITY. Unless this Agreement specifies otherwise,the price The parties shall indemnify and hold harmless the other, included in the proposal does not include,and its officers and employees from and against damages, Customer is liable for and shall pay,all taxes, claims liabilities,fines,penalties and expenses(to impositions,charges,and exactions imposed on or include reasonable attorney's fees) due to its negligent measured by this Agreement.Prices shall not include acts,willful misconduct,errors or omissions of any GlSinc any taxes,impositions,charges,or exactions for which employee during the performance of its obligations Customer has furnished a valid exemption certificate or hereunder that arise out of(1) injuries or death to evidence of exemption. persons or damage to property, (2)services and/or 5. CHANGES. deliverables agreed to under this order(3) violation of any federal,state,county or municipal laws.GISinc's No changes,modification,amendment shall be total liability to Customer for any reason shall not binding upon GlSinc unless otherwise agreed to in exceed the total amount paid to GlSinc by Customer writing.Customer's authorized representative may in for the services provided under this Agreement. writing,direct changes within the general scope of the Agreement.If such change increases or decreases the GISinc's duty to defend and hold harmless Customer cost or time required to perform this Agreement, shall not apply to any liability claim for damages or Customer and GlSinc shall negotiate an equitable injuries arising from or as a result of the negligence of adjustment in the price and schedule to reflect the Customer or employees/agents of Customer. Version 1.0 08Jan2019 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E GISinc shall have no liability for any claim of 13. SERVERABILITY. infringement to the extent based on (1) the use of a superseded or altered version of any GISinc provided If any provision of the Agreement is found to be invalid, product or framework or(2)the combination, illegal or unenforceable,then,notwithstanding such operation or use of the GISinc provided product with invalidity,illegality or unenforceability,the Agreement software,hardware or other materials not furnished or and the remaining provisions shall continue in full force authorized to be used by GISinc. and effect.In this event the parties will agree upon a valid,binding and enforceable substitute provision To the extent permitted by law,in no event shall either which shall be as close as possible to the commercial party be liable to the other for any lost revenues,lost interests of the invalid or unenforceable provision. profits,incidental,indirect,consequential,special or 14. GENERAL SERVICES ADMINISTRATION SCHEDULE punitive damages of any kind. 10. WARRANTY. As indicated in the proposal,if applicable,this Agreement incorporates and shall be governed by the GISinc warrants that it will perform the services in good terms of a General Services Administration ("GSA") faith and in conformance with professional industry Schedule entered by GISinc and the United States standards.All GISinc employees,that work on the Government.GISinc's GSA Schedule number:GS-35F- project,shall have the knowledge,education,training, 0682R. skills and experience of the subject matter to which they will be performing services. 15. GOVERNING LAW. GISinc warrants the completed application against This Agreement and any disputes arising out of,or bugs and defects for a period of 30 days after relating to,this Agreement shall be governed by the acceptance.Ongoing support,functional laws of the State of Alabama without regard to the enhancements,or performance issues caused by a conflict of law rules thereof,provided that(i) contract change in the customer's IT environment are not provisions that have been incorporated directly from or included in the warranty.Coverage for these items will by express reference to the Federal Acquisition require a separate agreement. Regulations("FAR"),FAR supplements or GSA schedule terms, (ii) contract provisions that have been flowed 11. LIMITATION OF LIABILITY. down from a contract with the U.S.Government,and NOTWITHSTANDING ANY OTHER PROVISION HEREOF, (iii) the Changes and Termination for Convenience GISINC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, articles,shall be construed and interpreted according SPECIAL,INDIRECT,INCIDENTAL,PUNITIVE OR to the federal common law of government contracts, EXEMPLARY LOSS,DAMAGE,COST OR EXPENSE as enunciated and applied by federal judicial bodies, (INCLUDING,WITHOUT LIMITATION,LOST PROFITS AND boards of contract appeals,and quasi-judicial OPPORTUNITY COSTS),EVEN IF THE CUSTOMER HAS BEEN agencies of the federal government. ADVISED,OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.GISINC'S AGGREGATE LIABILITY 16. DISPUTE RESOLUTION. FOR DAMAGES ARISING OUT OF,RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE Customer and GISinc shall endeavor to resolve any PARTIES,THIS AGREEMENT,ITS NEGOTIATION OR controversy,claim or dispute arising out of or relating to TERMINATION,OR PURSUANT TO ANY SOW(WHETHER IN the Agreement,or the performance or breach thereof, CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE by negotiation.Any claim that is not resolved by AMOUNT OF FEES RECEIVED BY GISINC FROM negotiation within thirty(30) days of notification shall be CUSTOMER PURSUANT TO THE APPLICABLE SOW UNDER settled by arbitration administered by the American WHICH THE ALLEGED LIABILITY AROSE. Arbitration Association under its Commercial Arbitration Rules,and judgment on the award rendered by the 12. FORCE MAJEURE. arbitrator(s) may be entered in any court having jurisdiction thereof.The hearing locale will be held in Neither party will be liable to the other for delays in the AAA office closest to GISinc corporate performing any obligations under the Agreement due headquarters. to circumstances beyond its reasonable control, including but not limited to revolts,insurrections,riots, 17. OTHER. wars,acts of enemies,national emergency,strikes, floods,earthquake,embargo,inability to secure This Agreement shall be governed by and constructed materials or transportation,and acts of God,and other in accordance with the laws of the State of Alabama without regard to conflicts of laws provisions thereof. events beyond the reasonable control of the parties caused by nature or governmental authorities. Version 1.0 08Jan2019 DocuSign Envelope ID:4EB9805C-2B6C-44A3-8414-5B22FEE9C1 1 E Both GlSinc and Customer will comply with all laws applicable to the Agreement. All notices given under the Agreement will be effective wen received in writing.Notices to the Customer and GlSinc will be sent to the address provided in the proposal. Changes to the Agreement must be in writing and must be signed by both parties. 18. COMPLETE AGREEMENT. Customer acknowledges that it has read the Agreement,understands it and agrees to be bound by its Terms and Conditions.This contract contains the entire agreement of the parties and supersedes any and all prior agreements,understandings and communications between Customer and GlSinc related to the subject matter of this contract.No amendment or modification of this contract shall bind either party unless it is in writing and is signed by Customer's authorized representative and an authorized representative of GlSinc. Version 1.0 08Jan2019