MaintStar ~ C110025 Contract#
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CITY OF TIGARD,OREGON
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 15 day of August, 2011 by and between the City of
Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and, MaintStar, Inc.,
hereinafter called Contractor.
RECITALS
City has need for the services of a company with a particular training, ability, knowledge, and experience
possessed by Contractor,and
City has determined that Contractor is qualified and capable of performing the professional services as City
does hereinafter require,under those terms and conditions set forth:
Therefore, the parties agree as follows:
SCOPE OF WORK
Contractor shall initiate services upon receipt of City's notice to proceed together with an executed copy of
this Agreement. Contractor agrees to complete work that is detailed in Exhibit A —Scope of Work and by
this reference made a part hereof.
EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise
terminated or extended, on December 31, 2011. All work under this Agreement shall be completed prior to
the expiration of this Agreement.
COMPENSATION
City agrees to pay Contractor an amount not to exceed $10,000 annually for performance of those services
described in this Agreement. Payment will be made based on Contractor's invoice, subject to the approval
of the City, and not more frequently than monthly. Payment shall be payable within thirty (30) days from
the date of the Contractor's invoice.
CONTACT INFORMATION
All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax.
Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and
contacts shall be used to transmit notices,bills,payments,and other information:
City of T' and MaintStar,Inc.
Attn: Brian Rager Attn: Louis J.Tonetti
13125 SW Hall Blvd. 28 Hammond,Unit D
Tigard, Oregon 97223 Irvine,CA 92618
Phone: 503) 718-2471 Phone: 800-255-5675
Fax: 503 718-2401 Fax:
Email Address: brianr@tigard-or.gov Email Address: louis@maintstar.com
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CONTRACTOR AS INDEPENDENT CONTRACTOR
Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to
be an independent contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to
benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and
taxes required by law. Furthermore, in the event that Contractor is found by a court of law or any
administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation
due,or to demand repayment of any amounts paid to Contractor under the terms of this Agreement,to the frill
extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said
finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as
a result of said finding.
Contractor acknowledges that for all purposes related to this Agreement,Contractor is not an officer,employee,
or agent of the City as those terms are used in ORS 30.265.
INDEMNIFICATION
City has relied upon the professional ability and training of Contractor as a material inducement to enter into
this Agreement. Contractor warrants that all its work will be performed in accordance with generally accepted
professional practices and standards as well as the requirements of applicable federal, state and local laws, it
being understood that acceptance of a contractor's work by City shall not operate as a waiver or release.
Contractor and City agree to indemnify and defend the other, and the other's officers, agents and employees
and hold them harmless from any and all liability, causes of action, claims,losses, damages,judgments or other
costs or expenses including attorney's fees and witness costs and (at both trial and appeal level,whether or not a
trial or appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's
acts (or failure to act when action is appropriate) that may be asserted by any person or entity which in any way
arise from or relate to this Agreement or the performance of obligations under this agreement, except liability
arising out of the sole negligence of the party being indemnified. The indemnification by Contractor of the City
shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect
of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this indemnification.
INSURANCE
Contractor and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout
the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's
activities or work hereunder,including the operations of its subcontractors of any tier.
The policy or policies of insurance maintained by the Contractor and its subcontractor shall provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor shall obtain, at contractor's expense, and keep in effect during the term of this contract,
Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an
"occurrence" form (1996 ISO or equivalent). This coverage shall include Contractual Liability
insurance for the indemnity provided under this contract. The following insurance will be carried:
Coverage Limit
General Aggregate 2,000,000
Products-Completed Operations Aggregate 1,000,000
Personal&Advertising Injury 1,000,000
Each Occurrence 1,000,000
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Fire Damage (Any one fire) 50,000
1%,Zedical Expense (Any one person) 5,000
B. Commercial Automobile Insurance
Contractor shall also obtain, at contractor's expense, and keep in effect during the term of the
contract, Commercial Automobile Liability coverage including coverage for all hired and non-owned
vehicles only when contractor does work on-site. The Combined Single Limit per occurrence shall
not be less than $1,000,000.
C. Workers' Compensation Insurance
The contractor, its Subcontractors, if any, and all employers providing work, labor, or materials under
this Contract that are subject employers under the Oregon Workers' Compensation Law shall comply
with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies
Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers'
compensation coverage for their workers who work at a single location within Oregon for more than
30 days in a calendar year. Contractors who perform work without the assistance or labor of any
employee need not obtain workers' compensation coverage. All non-exempt employers shall provide
Employer's Liability Insurance with coverage limits of not less than$500,000 each accident.
D. Additional Insured Provision
The Commercial General Liability Insurance and Commercial Automobile Insurance policies and
other policies the City deems necessary shall include the City, its officers, directors, and employees
as additional insureds with respect to this contract.
E. Notice of Cancellation
There shall be no cancellation,material change, exhaustion of aggregate limits or intent not to renew
insurance coverage without 30 days written notice to the City. Any failure to comply with this
provision will not affect the insurance coverage provided to the City. The 30 days notice of
cancellation provision shall be physically endorsed on to the policy.
F. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company deemed
acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an
unacceptable financial rating.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Contractor shall furnish a
Certificate of Insurance to the City. No contract shall be effected until the required certificates have
been received and approved by the City. The certificate will specify and document all provisions
within this contract. A renewal certificate will be sent to the above address 10 days prior to coverage
expiration.
H. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent contractor.
Contractor is not an officer, employee or agent of the City as those terms are used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Contractor's coverage shall be primary to the extent permitted by law. The
parties further agree that other insurance maintained by the City is excess and not contributory
insurance with the insurance required in this section.
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J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
Contractor's insurance policy shall contain provisions that such policies shall not be canceled or their
limits of liability reduced without thirt)r (30) days prior notice to City. A copy of each insurance policy,
certified as a true copy by an authorized representative of the issuing insurance company, or at the
discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of
such insurance shall be forwarded to:
City of Tigard
Attn: Joseph Barrett,Sr.Management Analyst
13125 SW Hall Blvd.
Tigard,Oregon 97223
Such policies or certificates must be delivered prior to commencement of the work. The procuring of such
required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said
insurance,Contractor shall be obligated for the total amount of any damage,injury,or loss caused by negligence
or neglect connected with this contract.
TERMINATION
The parties agree that any decision by either party to terminate this Agreement before either before the
work is completed or the 31`h day of December,2011 shall be accompanied by thirty (30) days written notice
to the other party prior to the date termination would take effect. There shall be no penalty for early
termination. If City terminates the contract pursuant to this paragraph, it shall pay Contractor for services
rendered prorated to the date of termination.
ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Contractor as are directly pertinent to
this Agreement for the purpose of making audit,examination,excerpts and transcripts.
AGREEMENT MODIFICATIONS
Modifications to this Agreement are valid only if made in writing and signed by all parties.
OWNERSHIP OF WORK PRODUCT
City shall be the owner of and shall be entitled to possession of any and all work products of Contractor which
result from this Agreement, including any computations, plans, correspondence or pertinent data and
information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or
upon completion of the work pursuant to this Agreement.
GOVERNING LAw
Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non-
discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status,
age, medical condition or disability. The provisions of this Agreement shall be construed in accordance with
the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included
in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or
suits involving any question arising under this Agreement must be brought in the appropriate court of the State
of Oregon.
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CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or
materials for the execution of the work provided by this order. Contractor must pay all contributions or amounts
due from Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor shall
not pemait any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any
labor or material to be furnished. Contractor further agrees to pay to the Department of Revenue all sums withheld
from employees pursuant to ORS 316.167.
COMPLETE AGREEMENT
This Agreement and attached exhibit constitutes the entire Agreement between the parties. No waiver,
consent,modification, or change of terms of this Agreement shall bind either party unless in writing and signed
by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific
instances and for the specific purpose given. There are no understandings, agreements, or representations, oral
or written, not specified herein regarding this Agreement. Contractor, by the signature of its authorized
representative, hereby acknowledges that he/she has read this Agreement, understands it and agrees to be
bound by its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned
officer and Contractor has executed this Agreement on the date hereinabove first written.
CITY T ARD CONTRACTOR
By: uthorized City staff By: M-aintar, Ink
Date Date i
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Exhibit A
Scope of Work
Computerized Maintenance Management System (CMMS) Data Conversion Assessment
PURPOSE
The purpose of this CMMS Data Conversion Assessment scope of work is to provide MaintStar
and the City of Tigard a means of assessing the condition of Tigard's CMMS data prior to
launching into a full scale data conversion effort.
Tigard currently uses Hansen for its CMMS. With a decision by the City to move forward with
replacing Hansen with MaintStar, a data conversion work effort will need to occur to transfer the
data from one database into another. Given that each CMMS database has unique design
characteristics, an assessment of the condition of the data is necessary in order to identify
potential issues or problems prior to actually commencing the conversion. In particular,there
must be a review of the condition of the current database (e.g., "cleanliness,"table structure)as
well as a review of the feasibility of mapping tables from one database to another.
Given the magnitude and complexity of the databases,this data conversion assessment project
will provide certainty for both Maintstar and the City of Tigard in regards to arriving at more
accurate estimate of the total data conversion cost of the full database,provide assurance or
`comfort level' in terms of the scale of the task, and also identify specific data prep tasks that
may need to occur prior to commencing the actual data conversion process.
SCOPE OF WORK
The following scope of work identifies the tasks successfully complete the CMMS Data
Assessment Project:
Task 1 Data Transfer
In this first task, MaintStar and the City will coordinate to transfer a copy of the City's CMMS
database to MaintStar. The City's CMMS Administrator will be the main contact for this task in
assembling the data in the appropriate format(prefer to transfer database in MDB format) as
agreed upon by MaintStar and the City.
Deliverable: Copy of City's CMMS database successfully delivered to MaintStar.
Task 2 Data Assessment
MaintStar will,using its own data assessment procedures, commence an evaluation of the City's
CMMS database in regards to its condition or state of readiness for conversion into MaintStar's
data structure. From this, MaintStar will write up a memo with its observations/issues about the
City's database and provide recommendations as to how the City can possibly further prepare its
database prior to commencing the full scale data conversion effort.
Deliverable: Memorandum from MaintStar with observations and recommendations to the City.
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Task 3 Data Conversion Test
In this task,MaintStar will perform a small test conversion of a selected set of the database and
report on its findings of the process. The City and MaintStar will coordinate on the number of
records or amount to be converted. As identified above, MaintStar will identify
observations/issues that the City can use to further prepare the data prior to commencing the full
scale data conversion effort.
Deliverable: Memorandum(see Task 2).
Task 4 Revised/Confirmed Data Conversion Estimate
From the previous tasks, MaintStar will have sufficient information to either confirm or revise its
data conversion estimate and will provide this information to the City for inclusion in its overall
CMMS cost estimate.
Deliverable: Updated/Confirmed Data Conversion Estimate.
PROPOSED TIMELINE
The timeline below is a guide. Tasks can be completed before these dates.
Task 1 Data Transfer Jul 18-22
Task 2-4 July 25t -August 12th