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HomeMy WebLinkAboutBozeman Aerial Photography RFP 2022-2023 All AttachmentsPage 1 of 15 REQUEST FOR PROPOSALS (RFP) DIGITAL ORTHOIMAGERY CITY OF BOZEMAN Bozeman, MT City of Bozeman PO Box 1230 Bozeman, MT 59771-1230 October, 2022 NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms to provide digital orthoimagery for the greater Bozeman area. Copies of the Request for Proposals are available on the City’s website at https://www.bozeman.net/government/city-clerk/bids-rfps-rfqs. All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an email attachment to the RFP Recipient email address below. Respondents are advised that Recipient’s email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File sizes greater than 25MB in size may be uploaded to bzncloud.bozeman.net upon special arrangement of the Recipient; however, it is the respondent’s sole responsibility to ensure the file upload is completed, and that the Recipient is separately notified via email of same, prior to the given deadline. Deliver RFPs via email to the City Clerk by October 24, 2022 at 3:00 p.m. MST. It is the sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be returned unopened. The email address for submission is: agenda@bozeman.net NON-DISCRIMINATION AND EQUAL PAY The City of Bozeman is an Equal Opportunity Employer. Discrimination in the performance of any agreement awarded under this RFQ on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability is prohibited. This prohibition shall apply to the hiring and treatment of the awarded entity’s employees and to all subcontracts. As such, each entity submitting under this notice shall include a provision wherein the submitting entity, or entities, affirms in writing it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and which also recognizes the eventual contract will contain a provision prohibiting discrimination as described above and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts. In addition, pursuant to City Commission Resolution 5169, the entity awarded a contract under this RFQ and any subcontractors must abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and affirm it will abide by the above and that it has visited the State of Montana Equal Pay for Equal Work “best practices” website, https://equalpay.mt.gov/BestPractices/Employers, or equivalent “best practices publication and has read the material. Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk (406) 582-2321, agenda@bozeman.net. Questions relating to the RFP should be directed to: Gail Jorgenson, GIS Program Manager, (406) 582-2972, gjorgenson@bozeman.net. DATED at Bozeman, Montana, this Wednesday, October 5th, 2022. Mike Maas City Clerk City of Bozeman For publication on: Sunday, October 9, 2022 Sunday, October 16, 2022 I. INTRODUCTION The City of Bozeman (Owner), is seeking proposals from firms to provide digital orthoimagery for the greater Bozeman area. The Owner intends to enter into a contract with the selected firm that will include but is not limited to the following deliverables: • Survey Control and Quiality Check Shots • Digital Orthoimagery (4-band, 3” pixels, mosaic) • Building Footprints (updated based most recent dataset) • Project Reports and Metadata This RFP shall not commit the Owner to enter into an agreement, to pay any expenses incurred in preparation of any response to this request, or to procure or contract for any supplies, goods or services. The Owner reserves the right to accept or reject all responses received as a result of this RFP if it is in the Owner’s best interest to do so. This procurement is governed by the laws of the State of Montana and venue for all legal proceedings shall be in the 18th Judicial District Court, Gallatin County. By offering to perform services under this RFP, all Submitters agree to be bound by the laws of the State of Montana and of the Owner, including, but not limited to, applicable wage rates, payments, gross receipts taxes, building codes, equal opportunity employment practices, safety, non-discrimination, etc. II. PROJECT BACKGROUND AND DESCRIPTION The City of Bozeman regularly uses aerial photography and planimetric information to support regulatory, land management, planning, and engineering projects. This project will update all aerial imagery for the entire 78.7 square mile planning boundary in addition to building footprints (image included in Attachment B of this RFP shows the area of interest). This documents defines the technical, cost, and time scope for developing a portion of the City’s GIS database. The desired flight dates are between April 1st and April 30th 2023. The desired project completion date is 90 days from photo acquisition. III. SCOPE OF SERVICES The preliminary scope of work involved for this project is outlined below. Additional tasks and work elements may be added during contract negotiations. It is also possible that tasks or elements could be deleted through negotiation. In its proposal, the Consultant may recommend addition/deletion of tasks or modification of tasks in describing its particular understanding and approach for the project. Proposals must clearly identify any elements of the proposed scope of work that would not be provided by the prime Consultant. Any sub-Consultants which comprise the overall Consultant team must be identified along with a description of past working history between the firms. The City desires to complete the proposed work in a diligent manner. Proposals must clearly indicate the Consultant’s anticipated schedule given their staffing and current and projected work load commitments. The proposal shall include a proposed schedule of events necessary to complete the work. The schedule shall include a process and schedule for the submittal of draft products for City review prior to final submittals. Prior to receiving notice to proceed after negotiations, before any data collection the Consultant must submit a project plan. The project plan will include the following: 1) A map showing the study area boundaries and flight path at a reasonable scale (approx. 1:150,000) 2) Documentation specifying altitude, air speed, scan angle, scan rate, and other flight and equipment information deemed appropriate. 3) A chart of areas of high Position Dilution of Precision (PDOP), or a list showing the time of the beginning and end of high PDOP. 4) The proposed ground control plan containing Airborne GPS support. If necessary, the Consultant shall obtain all rights of entry, be responsible for all GPS control information and show all National Spatial Reference System (NSRS) monuments that will be used for the GPS base stations for airborne GPS control. Failure to comply with any of these provisions may result in the rejection of the proposal. Digital Imagery Specifications: Orthoimagery shall be acquired only on clear days, leaf-off conditions, with no snow and minimal puddling of rain water or other weather-related effects obscuring the ground surface. At a minimum, National Map Accuracy Standards for the production of the Orthoimagery must be adhered to. The camera and magazines shall meet or exceed the most recent USGS specifications for aerial camera systems. Aerotriangulation/bundle adjustment shall be performed by the current state-of-the-art analysis software to maximize accuracy of the data. o Photographic Conditions • Tree Cover. Photography shall be undertaken while the leaves are off the deciduous trees. • Clouds. Clouds or cloud shadows must not appear on the imagery. High, thin overcast is permitted above the flying altitude if it does not cause ground mottling or a discernable reduction in light levels and/or ground object shadows. • Well-Defined Images. Collect imagery to obtain well-defined images. Do not attempt imagery acquisition where the ground is obscured by haze, smoke, smog, dust, or falling snow, sleet, rain, or other obscuring phenomena. Do not collect imagery when ground is covered by water (flood), snow, or ice. • Visibility. The minimum visibility at the time of exposure must be 10 miles or greater. • Sun Angle. The majority of the project area will be collected when the sun angle is not less than 40°. In areas with tall trees or areas with significant urban development with buildings 3 stories or taller (such as downtown Bozeman), increase the minimum sun-to-horizon angle to acquire the photography during the times of minimal shadow. • Tilt will not exceed four degrees for any photographic frame and will average not more than two degrees for any ten consecutive frames. Relative tilt exceeding six degrees between any two successive frames may be cause for rejecting that portion of the flight lines. • Crab angle as measured from the average line of flight will not exceed five degrees. The course- heading differential between any two successive exposures will not exceed five degrees. • Forward overlap will be at least 55 percent between consecutive exposures. The average sidelap will be at least 20 percent. o Image Quality/Radiometry • There shall be no areas of an orthophoto where the process was incomplete due to image gaps or lack of data. • All digital orthophotos shall be radiometrically adjusted as necessary so that adjacent digital orthophotos can be displayed simultaneously without an obvious visual edge seam between them. Localized adjustment of the brightness values shall be performed to minimize tonal differences between the join areas. For this adjustment, the orthophoto judged by visual inspection to have the better contrast shall be used as the reference orthophoto. Localized brightness values of the adjacent orthophoto shall be adjusted to that of the reference orthophoto. When possible and feasible, the area adjusted should be bounded by a tonal break ground feature such as a road, field line, shadow line, etc. The radiometric adjustment should not compromise the accuracy, clarity, or resolution of the orthophoto. • Prior to undertaking full digital orthophoto production, the Consultant shall furnish the City with sample digital images to evaluate and accept as examples of overall image quality. The City will select one image, which will become the standard to which all subsequent digital orthophotos will be compared for acceptance/rejection relative to image quality. Control: All horizontal and vertical control necessary to provide the deliverables requested in the proposal; digital orthoimagery, and planimetrics meeting the standards specified herein shall be completed by the Consultant. Ground control must be adequate to support the accuracy specifications identified herein. Some existing vertical and horizontal control may be available for this area. The Consultant shall review all horizontal and vertical control for accuracy and completeness. If the existing control is not deemed sufficient, then the Consultant shall describe any additional control work necessary to provide a DTM meeting the specified standards. The Consultant shall provide in the proposal, a draft control plan. The City will not perform any surveying for this project. Any survey work performed by the Consultant shall be done in conformance with Montana survey laws, regulations and administrative rules. For survey control work performed by the Consultant (or sub-Consultants) the following requirements will pertain: A brief survey control report in PDF and/or other digital format shall be delivered that contains: • One digital copy of the control diagram (the survey network scheme). • One copy of all field notes, horizontal and vertical computations, and control network adjustments, with the connections to the National Spatial Reference System shall be clearly shown. • A digital copy of the new control points established to control the photogrammetry with all observations and ties, a point description, digital photograph of the monument and the control point location context, and coordinate values in geographic coordinates and in both UTM Zone 12 NAD83 (2011) meters, NAVD88 meters and Montana State Plane NAD83 (2011) meters, NAVD88 meters. • Survey party personnel, equipment, software, and procedures used. Deliverables: The respondent shall submit a delivery schedule. The Consultant shall deliver to the City for acceptance the following items: 1) Flight Plan and Logs: The flight plan shall be distributed to and approved by the City prior to acquisition. a. Project flight lines on a map displaying the project area and distributed as a feature class or Shapefile suitable for inclusion in ESRI ArcGIS software. Flight lines shall include flight line numbers within the feature attribution, and metadata shall describe the software used to generate the flight plan. b. Approximate number of exposures for the intended coverage area. c. Image centers of each exposure with date and time of acquired photo included. The data shall be distributed as a feature class or Shapefile suitable for inclusion in ESRI ArcGIS software. d. Upon completion of acquisition the Contractor shall provide a collection report summarizing the flight and logs. 2) Calibration Reports: Camera and digital sensor calibration reports along with a product characterization report validating USGS Digital Aerial Type standards shall be provided. 3) Survey Control Report: The following information shall be provided in a final survey report. a. Positional AGPS data and a statistical summary of the AGPS adjustment results. b. IMS sensor orientation and a statistical summary describing the overall accuracy of adjusted IMU data. c. Differentially corrected GPS ground control data used to supplement the AGPS data and a narrative describing all aspects of the ground survey including locations and extent of the network. d. The results and analysis of the constrained least squares adjustment, tables summarizing GPS misclosures, and a description of equipment and software used. 4) Aerial Triangulation Report: An aerial triangulation report shall be provided upon completion of all adjustments. This report shall include, a. An executive summary of the Aerotriangulation solution and its results. b. A detailed narrative of the adjustment process and quality checks for accuracy. c. A description of the software and equipment used to perform the adjustments. d. A listing of the final adjusted coordinates in a spreadsheet or format agreed upon during contract negotiations. 5) Digital Orthoimagery Images: a. 1”=50’ map scale (i.e., 1”=300’ photo scale), 3” pixel, 4-band (RGB and NIR), true color, orthorectified digital imagery b. Seamless mosaic at 1-foot (Optional: 0.5-foot) pixel resolution. c. Edge-matched, non-overlapping tiles based on the tile scheme provided by the City and shall register to the existing City orthophotography database. d. Images with edge artifacts, mismatch, or voids will be rejected. e. Breaklines used to correct bridge and overpass distortion shall be provided in a feature class or Shapefile suitable for inclusion in ESRI ArcGIS software. 6) Building Footprints: Extracted polygons. 7) Progress Reports: Progress reports shall be provided by e-mail on a weekly basis for aerial photography acquisition until delivery of the pilot project, and bi-weekly thereafter until the project is complete. These informal reports shall consist of a summary of production status, major activities completed during the most recent reporting period, description of issues and corrections, and associated status maps or acquired flight lines. 8) Metadata: Complete FGDC-compliant metadata shall be provided for all data in an XML format. The metadata shall provide a complete description of identification, data quality, spatial data organization, spatial reference, and entity and attribute information. The metadata for orthorectified imagery shall also include acquisition dates. 9) Project Report: A final project report summarizing the flight acquisition, orthorectification process and data collection, quality control and assurance, and deliverables provided shall be provided upon completion of the project. This report shall include a detailed narrative of the analysis, accuracy assessment, and validation of all deliverables. All final data shall become sole property of the City with no restrictions on use or dissemination. Final deliverables will be stored in the City’s ArcGIS SQL database and will be made available to internal and external customers through various client applications and downloadable data files. All data shall be delivered in both UTM Zone 12 NAD83 (2011) meters, NAVD88 meters and Montana State Plane NAD83 (2011) meters, NAVD88 meters. For more information on the National Adjustment of 2011, please visit the following website: http://www.ngs.noaa.gov/web/surveys/NA2011/. Respondents shall indicate in their proposal a description of the internal quality control processes they will utilize throughout the various phases of the project to assure that the contract deliverables will be acceptable. The Consultant may provide forms, flow charts, or other materials to document the quality control process. The City retains the sole right to determine contract adherence to quality control requirements. Judgment that the Consultant is in breach of the quality control requirements may require suspension of any phase of the contract until such time as the City can determine that such problem(s) have been remedied. IV. PROPOSAL REQUIREMENTS Firms interested in providing the services described above are requested to submit the following information. Responses to each item should appear in the same order as in this RFP and should identifythe item to which the responses applies. a) Executive Summary And executive summary that provides a high level review of the proposed proposal b) Firm/Inidvidual Profile Consultant’s legal name, address, telephone number, website (if any), and email address c) Description of Proposed Solution A narrative describing the Consultant’s proposed approach to provide digital orthoimagery for the greater Bozeman area. d) Scope of Project A summary of the proposed products or documents that will be provided at the completion of this project e) Related Experience with Projects Similar to the Scope of Services Descriptions of similar projects completed. f) Statement of Qualifications Include the Consultant’s professional credentials, experience, and qualifications in providing the Scope of Services stated in this Request for Proposal. g) References List of no more than three municipal organizations you have worked for and whom we may contact for recommendations. h) Present and Projected Workloads A description of the firm’s current work activities and how these would be coordinated with the project, as well as specific current workloads of the project team members. i) Key Personnel Identify each principal of the firm and other key personnel who will be professionally associated with this contract. Describe their respective areas of expertise and contract role. Include personalized resumes, which identify the qualifications, training, and experience of each key personnel. j) Additional Information Submit any other additional information, which would assist the City of Bozeman in the evaluation of the proposal. The City of Bozeman reserves the right to make any investigation and solicit additional information or submittals as it deems necessary to determine the ability of any Consultant to perform the Scope of Services stated within this Request for Proposals. k) Affirmation of Nondiscrimination & Equal Pay (see Attachment A) Non-completion of the Affirmation of Nondiscrimination is cause for disqualification of firms. V. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS EVENT DATE/TIME Publication dates of RFP October 9, 2022 October 16, 2022 Deadline for receipt of proposals October 24, 2022 Evaluation of proposals October 26, 2022 Notice of Interviews October 31, 2022 Interviews (if necessary) November 14, 2022 Selection of consultants November 17, 2022 With the exception of the advertising dates and advertised due date, the City reserves the right to modify the above timeline. Deliver RFPs via email to the City Clerk (agenda@bozeman.net) by October 24 at 3:00 p.m. MST. It is the sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be returned unopened. All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an email attachment to the RFP Recipient email address agenda@bozeman.net. Respondents are advised that Recipient’s email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File sizes greater than 25MB in size may be uploaded to bzncloud.bozeman.net upon special arrangement of the Recipient; however, it is the respondent’s sole responsibility to ensure the file upload is completed, and that the Recipient is separately notified via email of same, prior to the given deadline. VI. AMENDMENTS TO SOLICITATION Any interpretation or correction of this request will be published on the City’s webpage. The deadline for questions related to this document is [3:00 p.m.] MST on [October 18, 2022]. VII. CONTACT INFORMATION Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk, (406) 582-2321, agenda@bozeman.net Questions relating to scope of services should be directed to: Gail Jorgenson, GIS Program Manager, gjorgenson@bozeman.net, 406-582-2972. VIII. SELECTION PROCEDURE A review committee will evaluate all responses to the RFP that meet the submittal requirements and deadline. Submittals that do not meet the requirement or deadline will not be considered. The review committee will rank the proposals and may arrange interviews with the finalist(s) prior to selection. Selection may be made directly based on the written RFP submission. If interviews occur, the selection of finalists to be interviewed will be made by a selection committee representing the City of Bozeman. The selection of interview candidates will be based on an evaluation of the written responses to the RFPs. All submitted proposals must be complete and contain the information required as stated in the "Request for Proposals.” IX. SELECTION CRITERIA Proposals will be evaluated on the following criteria and the requirements of MCA 18-8-204 et seq. • The Consultant’s specific project approach and understanding; • Qualifications of professional personnel to be assigned to the project; • Capability to meet project time and budget requirements; • Location of the Consultant in relation to project; • Present and projected workloads; • Related experience on similar projects; • Recent and current work for the City. X. FORM OF AGREEMENT The Contractor will be required to enter into a contract with the City in substantially the same form as the professional services agreement attached as Attachment C. XI. CITY RESERVATION OF RIGHTS / LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and public records and, as such, may be subject to public review. A SUBMISSION IN RESPONSE TO THIS REQUEST FOR QUALIFICATIONS CONFERS NO RIGHTS UPON ANY RESPONDENTS AND SHALL NOT OBLIGATE THE CITY IN ANY MANNER WHATSOEVER. THE CITY RESERVES THE RIGHT TO MAKE NO AWARD AND TO SOLICIT ADDITIONAL REQUEST FOR QUALIFICATIONS AT A LATER DATE. A. This RFP may be canceled or any or all responses may be rejected in whole or in part, as specified herein, when it is in the best interests of the City. If the City cancels or revises this RFP, all Respondents who submitted will be notified using email. B. The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 60 days; to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest. C. The City of Bozeman reserves the right to reject the proposal of any person/firm who previously failed to perform properly to the satisfaction of the City of Bozeman, or complete on time agreements of similar nature, or to reject the proposal of any person/firm who is not in a position to perform such an agreement satisfactorily as determined by the City of Bozeman. D. The City of Bozeman reserves the right to determine the best qualified Contractor and negotiate a final scope of service and cost, negotiate a contract with another Contractor if an agreement cannot be reached with the first selected Contractor, or reject all proposals. E. The professional services contract between the City of Bozeman and the successful Contractor will incorporate the Contractor's scope of service and work schedule as part of the agreement (see Attachment C for form of professional services agreement. The professional services agreement presented to the Contractor may differ from this form as appropriate for the scope of services). F. This RFP does not commit the City to award a contract. The City assumes no liability or responsibility for costs incurred by firms in responding to this request for proposals or request for interviews, additional data, or other information with respect to the selection process, prior to the issuance of an agreement, contract or purchase order. The Contractor, by submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. G. The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises this RFP, all Contractors who submitted proposals will be notified using email. H. Projects under any contract are subject to the availability of funds. XII. NONDISCRIMINATION AND EQUAL PAY POLICY The City of Bozeman requires each entity submitting under this notice shall affirm, on a separate form provided, that it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, sexual preference, gender identity, or disability in fulfillment of a contract entered into for the services identified herein and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts it enters into in the fulfillment of the services identified herein. Failure to comply with this requirement shall be cause for the submittal to be deemed nonresponsive. The City also requires each entity submitting under this notice shall affirm it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices” website, https://equalpay.mt.gov/BestPractices/Employers, or equivalent “best practices publication and has read the material. XIII. MISCELLANEOUS A. No Oral Agreements. No conversations or oral agreements with any officer, employee, or agent of the City shall affect or modify any term of this solicitation. Oral communications or any written/email communication between any person and City officer, employee or agent shall not be considered binding. B. No Partnership/Business Organization. Nothing in this solicitation or in any subsequent agreement, or any other contract entered into as a result of this solicitation, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the respondent and the City. C. Employment Restriction and Indemnity. No person who is an owner, officer, employee, contractor, or consultant of a respondent shall be an officer or employee of the City. No rights of the City’s retirement or personnel rules accrue to a respondent, its officers, employees, contractors, or consultants. Respondents shall have the responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and consultants. Each Respondent shall save and hold the City harmless with respect to any and all claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums in any way related to each respondent’s officers, employees, contractors and consultants. D. Accessibility. Upon reasonable notice, the City will provide assistance for those persons with sensory impairments. For further information please contact the ADA Coordinator Mike Gray at 406-582-3232 or the City’s TTY line at 406-582-2301. E. Procurement. When discrepancies occur between words and figures in this solicitation, the words shall govern. No responsibility shall attach to a City employee for the premature opening of an RFP not properly addressed and identified in accordance with these documents. F. Governing Law. This solicitation and any disputes arising hereunder or under any future agreement shall be governed and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. XIV. ATTACHMENTS The following exhibits are incorporated in this RFP: Attachment A: Non-Discrimination Affirmation Attachment B: 2023 Bozeman Aerial Flight Boundary Attachment C: Professional Services Agreement END OF RFP Attachment A NONDISCRIMINATION AND EQUAL PAY AFFIRMATION ____________________________________(name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. In addition, ____________________________________(name of entity submitting) hereby affirms it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices” website, https://equalpay.mt.gov/BestPractices/Employers, or equivalent “best practices publication and has read the material. ______________________________________ Name and title of person authorized to sign on behalf of submitter 1 0 10.5 Mile ¯2023 Bozeman Aerial Flight Boundary Attachment B Bozeman GIS, Esri, HERE, Garmin, SafeGraph, GeoTechnologi Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 1 of 11 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ____________, 202__ (“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, ____________, _______________, 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. Scope of 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. 3. 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 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, Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 2 of 11 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 Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 3 of 11 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. Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 4 of 11 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 the Commercial General, Employer’s Liability, 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. Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 5 of 11 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 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 Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 6 of 11 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 Gail Jorgenson, GIS 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. Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 7 of 11 b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be _____________________ 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 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 Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 8 of 11 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. 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 Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 9 of 11 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 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 Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 10 of 11 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, and MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Attachment C Professional Services Agreement for Digital Ortho-imagery Acquisition FY 2023 Page 11 of 11 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 ____________________________________ CONTRACTOR (Type Name Above) By________________________________ By__________________________________ Jeff Mihelich, City Manager Print Name: ___________________________ Print Title: ____________________________ APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney