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Latitude Geographics ~ C180042
City of Tigard CONTRACT CHANGE ORDER/ 13125 SA7 Hall Blvd. AMENDMENT SUMMARYd,Oregon 97223 Phone-(503) 639-4171 FIELD CHANGE ORDER FORM Fax-(503)684-7297 w-w-w.0 and ,or o-, Project Title: Mailing Label Workflow Project fana er: Preston Beck Contractor: Latitude Geo ra hics Original Contract#: C180042 Effective Dates: Nlay 28th,2018 Chan e Order/Amendment Amount: $8,160 Accounting String: 600-2300-56007 Amendment Percentage Running Total:76% AMENDMENT DETAILS Latitude Geographics is currently on contract with the City of Tigard. Propose amending existing contract to include additional workflow development work in Latitude Geographic's product Essentials as part of the city's web mapping application replacement project. This workflow as well as the CLAIMS to GIS integration are two key GIS workflows for the city's enterprise mapping applications. Here is the revised accounting string and breakdown amounts FY 17-18 600.2300.56007 $8,160 CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ Create GIS mailing label workflow in Workflow 4 8,160 Essentials. Contract total $18,770 REASONING FOR CHANGE ORDER/AMENDMENT Desire to amend the current contract to include additional mailing label workflow for City's web mapping application replacement project using similar Workflow development environment currently underway for CMNIS-GIS integration. Work will be complete by June 30'2018. This amendment is being fully charged to IT account string. BUDGET IMPACT AND REQUIRED ACTIONS Currently funding though FY17/18 IT budget. REQUESTING PROJECT MANAGER APPRQYING CITY STAFF Preston Beck Signature Signature Date Date Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules,regulations,and laws that may be in effect for the Signature work. The unit pricing in the original contract shall apply to all additional work. A copy of this form, once completed, is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember— the cumulative total of Amendments cannot exceed theproject's FY budget. Date CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT GEOCORTEX ESSENTIALS MAINTSTAR INTEGRATION C180042 AMENDMENT#1 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City,and Latitude Geographics Group LTD,hereinafter referred to as Contractor,entered into on the 3'day of April,2018,is hereby amended as follows: 3. COMPENSATION The City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A for performance of those services described herein and in any subsequent agreements that arise from the work under this Agreement. The total amount paid to the Consultant by the City shall not exceed ($10,610.00) Eighteen Thousand Seven Hundred Seventy and No/100 US Dollars ($18,770.00) if all tasks are completed. Any and all payments made to the Consultant shall be based upon the following applicable terms: Exhibit A Additional Scope Mailing Labels Workflow 32 hours • The solution must allow the user to generate mailing labels for property owners and/or residents. • The solution must allow the user to choose the following options: • Include city hall's address • Include tax lot# • Remove identical records • Export to Avery Mailing Label PDF • Export to Excel • The solution must include the appropriate "hooks" to allow for sub-workflows to be introduced at a later date.A sub-workflow will take the mailing label dataset and apply a set of business rules to the data (i.e. scrub the data). IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF Ti LATITUDE GEOGRAPHICS GROUP L Signa Si Printed 1r3te Printed Name Z 3L) / MAY 2 5 2018 Date Date •aeo o rtexe Iby Latitude Geographies' City of Tigard Mailing Label Workflow Project ID: P-201841338 I May 10, 2018 From: Contact: Latitude Geographics Group Ltd. Colin Doak 300- 1117 Wharf Street Email: cdoak@latitudegeo.com Victoria, BCV8W 1T7 Tel:250-381-8130 Canada Geocortex" I byLoikudec"rq*icx Privacy & Confidentiality The contents of this document are confidential and proprietary. Disclosure, distribution or sharing of this information with persons or entities,for which it is not intended, in any form or for any other purpose than the evaluation of this proposal, is prohibited without the express,written consent of Latitude Geographics Group Ltd. In situations where information is required to be shared publicly to comply with policies regarding transparency of information,all statements must be signed off on by both Latitude Geographics and City of Tigard prior to being published. Trademarks Geocortex and Latitude Geographics are registered trademarks of Latitude Geographics Group Ltd. in the United States and Canada. Essentials is a registered trademark of Latitude Geographics Group Ltd. in the United States. Other companies and products mentioned are trademarks or registered trademarks of their respective owners.Trademarks provided under license from Esri. Acceptance of Terms & Conditions City of Tigard acknowledges that it has reviewed the process,terms, conditions, and reserved rights contained in this proposal and has voluntarily chosen to participate in this proposal subject to those procedures,terms, conditions, and reserved rights. This proposal is valid for 60 days from the date of delivery. All services and deliverables are subject to the terms and conditions of this proposal and shall supersede any conflicting terms in the client's purchase order. All Geocortex software included in this proposal are subject to the Licensing Terms of Use at www.geocortex.com/legal. ©2018 Latitude Geographics Group Ltd.All Rights Reserved. 218 Latitude Geographics Group Ltd. 4 Ccn sier.2a =:c r_.: .. .::: _ ^.c Geocortex� i byiatitudeQwgm0%iW Document Control Sheet Version History � . Nature of Amendment 1 G 5/10 2-018 C.Deal? 1st Draft Approvals Name: Position: Signature: Date: Name: Position: Signature: Date: wzi11E Latitude G:�raphics Group Ltd. ■ CC., ha = r_" ■ 3 Geocortexel i byLa«ucWGwVWh!cV Overview and Objectives Overview The City of Tigard, Oregon,a Geocortex Essentials licensee, requested a proposal for replacing an existing mailing labels business process with Geocortex workflow technology and Geocortex Viewer for HTML5. The City is retiring the current method of generating mail merge spreadsheets and wants to migrate the functionality to its Geocortex Essentials application stack. Objectives To be successful,the solution must allow users to generate mailing labels by selecting tax lots or addresses on the map.The solution must include the ability to export the results as an Excel spreadsheet or as print-ready Avery mailing labels. It must also include the ability to append additional business rules as required through custom workflows or modules. °2018 Latitude G_mgraphics Group Ltd. , C,m.::-t::-a -rePasa - a ar:;- ,.ccr 4 Geocortex® I bytstkudeGw ,csI Professional Services Commitment to lasting, mutually successful relationships with our customers is a top priority at Latitude Geographics. By combining innovative software with world-class services,we empower our customers to face their GIS challenges with confidence and maximize return on their investment in Geocortex software. We're here to help. From business analysis to expert programmers,we offer services that can help you manage risk and fast-track deployment of world-class web-mapping systems. We've built our reputation as an organization that you can trust,that delivers results, and is easy to do business with. Project-based Services Custom projects are often necessary to meet the needs of your organization, and our team of experts will help you succeed by providing a range of services from business analysis to project management. Business Analysis Every organization is unique, and we will work with you to address the unique requirements of your organization. Creating hundreds of personalized web mapping applications for clients around the world has given us the experience to address any business problem. Custom Development Although Geocortex greatly reduces development effort, some work may be needed to tailor and more deeply integrate applications within your organization.We recognize that for the vast array of intended uses of GIS, building custom functionality and/or tailoring the platform to meet the specific requirements of your organization is a key part of the process. Upgrade/Migration Services As technology evolves,you may have to update your server or platform from time to time. Our services team can help you migrate from one system to another.We can either perform the migration ourselves, or our support team can provide you with assistance. Project Management Our project managers will partner with you to help you do more with Geocortex.They will tie all of the project pieces together:from helping you establish a project plan,to managing tasks in order to arrive at a project's successful completion.Your project manager can also provide you with valuable information throughout the course of the project so you are always aware of where things stand. u201.8 Latitude Gengraphics Graup Ltd. ■ Ccnfcs;_nt:� F cg::a ■ ;,,e4g."C:M. cc*:1 5 Geocortex i by Laftft Gwgmph!W We offer a variety of project management options. Our proven track record is based on a solid methodology of choosing the appropriate steps for each phase of a project and maintaining strong project management throughout. Technical Approach The solution requirements will be met through the development of a Geocortex Essentials workflow. Since the workflow will require the generation of PDF and Excel files, it will be implemented using server- side workflow technology rather than the new Geocortex Workflow 5 product.The workflow will be authored in a way that will allow for the addition of sub-workflows that can be added to address any additional business rules that need to be applied to the data following the delivery of the solution. The workflow will be launched from Geocortex Viewer for HTMLS. Deliverables The following is a general understanding of functionality required—the exact scope of each development iteration will be determined through business analysis and team meetings. Mailing Labels Workflow Estimate of Effort: 32 hours Schedule: 5 days Resources: Application Development/Implementations Services Description &Acceptance Criteria: • The solution must allow the user to generate mailing labels for property owners and/or residents. The solution must allow the user to choose the following options: • Include city hall's address • Include tax lot# • Remove identical records • Export to Avery Mailing Label PDF • Export to Excel • The solution must include the appropriate "hooks"to allow for sub-workflows to be introduced at a later date.A sub-workflow will take the mailing label dataset and apply a set of business rules to the data (i.e.scrub the data). 2018 Latitude Geographies Grcup Ltd. ■ Celdenbe Przpzt.a a ::e:r.gE :r_. ccn• 6 Geocortex(k : byLGtitudeGwgraoftl Proposed Solution: A Geocortex workflow will be created to meet the solution's requirements. Testing and Q: Estimate of Effort: 4 hours Schedule: 1 day Resources: Application Develapment i Implementations Services Prior to development commencing,a Developer will create agreed-upon test plans.The finished application will be tested against these test plans and successful completion of the test run will constitute completion of the development phase. Documentation and Delivery Estimate of Effort. 4 hour Schedule: 1 day Resources, Application De%elopment i Implementations Sen.-ices The Developer will create a delivery package including documentation for the deployment of the delivered code.The developer will deploy the site to the client environment. Project Management Estimate of Effort: 8 hours Schedule: Project duration Resources: Project Management The Project Manager will monitor the progress and budget burn for the project.They will provide status updates and reports to the client on an agreed-upon schedule.The Project Manager will also be responsible for capturing any change requests and generally ensuring the project runs smoothly. 6:'018 Latitude GeograpWo Group Ltd. ■ Confd.9,1� PrCf Ya ■ »:t:;.Yaccv e.:cn+ 7 Geocortexr- ; by Latitude "g-VNOS* Project Assumptions • The current release version of Geocortex Essentials will be used in the client environment and will not change during the project; • Access to the client environment for installation and deployment is via VPN connection and remote desktop(or equivalent); • The installer and developer have sufficient administrative access to the client machines for deployment and configuration; • Data schema will not change after development commences; Work will be completed off-site in Latitude Geographics' development environment; • Latitude Geographics shall retain all of the intellectual property rights to the deliverables. Constraints and Dependencies The City's budget year end is July 1 st,therefore all work needs to be completed byJune 30th, 2018. Project Schedule The project needs to be completed and delivered by June 30th, 2018. 4018 Latitude Geographies Group Ltd. ■ c:;nfd n*:� �wp�:a w Geocor tex WLatitudeGeWrWhias' Responsibilities Latitude Geographics Responsibilities • Providing QA/QC on the developed modules,templates,forms,work sheets, etc.; Resolving critical issues found with the application during testing and implementation,within an agreed upon timeframe; Resolving high and medium priority issues found during testing and implementation; Capturing low priority defects for future releases; Providing Project status reports to the City of Tigard Project Manager on an agreed to basis; • Provide Agile Development Epics and Sprints to revise schedule and cost projection as the project progresses; • Managing and escalating Project issues and risks as appropriate; • Latitude Geographics warrants for a period of thirty(30)days from the time of delivery that the deliverables will substantially conform to the specifications set out in this proposal. City of Tigard Responsibilities • Provide a primary point of contact for the entirety of each task; • Communicate project needs and priorities to Latitude Geographics; • Providing Subject Matter Experts to assist with tasks; Providing sample/development data and supporting map services; • Manage the overall Project implementation, ensuring scope, budget and schedules are met; Manage and escalating Project issues and risks as appropriate; Providing the appropriate resources to perform User Acceptance Testing; Coordinating user training; Notifying Latitude Geographics of product defects,their priorities and issues for resolution. �2018 Latitudu Geogtaph'scsGroup Ltd. ■ Confc!i.m r cf :z' it =r 9 Geocortex" bywie-ftG-wvww Cost and Budget Costing Model - Time & Material During the software development process,there are situations and projects that demand flexibility from all the parties involved.Time & Material (T&M) is the preferred approach to managing cost and budget constraints since it allows more control over development progress and cost instead of relying on educated guesses at eventual expenses. Latitude Geographics uses the T&M model when there is no whole vision of the solution and its implementation specifics.This option is fully negotiable and uses an hourly rate for work applied in the development process.To prevent uncontrolled price growth,we define an upper limit for project budget. One of the biggest benefits of this model is task prioritizing for development projects. Each project is divided into several separate tasks(involving features, use cases,tests, etc.). Latitude Geographics' project manager gives advice on importance, level of complexity, implementation,and cost of these tasks.Thus, clients can prioritize the order of features and use cases depending on cost and relevance to the solution. Latitude Geographics uses the T&M model when at least one of the following situations applies to the project: When requirements are not precise or specifications cannot be clearly defined. • When there will be a constant flow of tasks or enhancements. • When project scope is unknown or implementation spreads over months. • When the client requires a high level of flexibility or change requests often appear during the development process. • When the client wants more direct control over the process or provides certain resources that can influence the project implementation. In this type of pricing model communication and agreement greatly influence time and cost efficiency of the project. Constant supervision and coordination of effort are the keys to a successful project. Since clients pay only for the hours and accompanying expenses spent on the project,they are provided with timely reports so they can track and control time and expenses, and material. Latitude Geographics uses a variety of software-from weekly project burn down reports to specialized web applications. Latitude Geographics uses Intacct Project Accounting and)ira Issue Tracking to provide all the necessary data,time tracking and communication for successful project management and reporting. s 1018 Latitu&Geographics Group Ltd. • Conf' r:3 ', p.;_ . can, 10 GeocortexL' 1 by LatitudeGesogmphks Project Cost The proposed budget for the project is supplied below and is an estimate only.The estimates are based on our current understanding, and may need to be adjusted as the requirements and specifications evolve over the course of the project. Description ■ Application Development/Iniplementa ion Services 40 1;175.00 $7;000.00 Project Management 8 4145.00 $1,16000 Total 48 $8,160.00 2018 Latitude Geographies Group Ltd. . Ccn`centa :p sa r CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM (THISFORMMUSTAccomp NYEvERYCONTRACT Contract Title: Geocortex Essentials MainStar Integration Number: Contractor: Latitude Geographics Contract Total: $10,610 Contract Overview: Integrate Geocortex with Mainstar. Contractor rill build an interface foi bi- directional communication with the GIS mapping application Geocortex.The Litt currently-leverages this functionality for an existing lavaScgpt mapymg application but wants to migrate the fixnctionaW to its new Geocortex Essentials application stack. Initial Risk.Level: ❑ Extreme ❑ High ❑ Moderate Q Low• Risk Reduction Steps: Team worked with Latitude Geographics to develop a clearly-articulated scope of work. Each task is clearly detailed. Uscr acceptance criteria is also defined going into project. "This is also the second integration of Tigard staff with Maintstar and staff is ven. familiar with nuances of this integration work. Risk Comments: Risk Signature: Contract Manager: Preston Beck Ext- 2404 Department: FIS Type: ❑ Personal Svc ® Professional Svc ❑ Architectural Agr ❑ Public Imp ❑ General Svc ❑ Engineering Svc ❑ Other: Start Date:ASAP End Date:6/30/18 Quotes/Bids/Proposal: FIRM Am0UNT/SCQjE Latitude Geographics $10.610 Account String: Fund-Division-Account Work Order—Activity Tae Amount FY 17-18 530.6500.56004 3.305 FY 17-18 500.6500.56004 1,653 FY 17-18 500.6600.56004 1.652 FY 17-18 600.2300.56007 4,000 Approvals - LCRB Date: Department Comments: Department Signature: Purchasing Comments: Purchasing Signature: City Manager Comme s: City Manager Signature: After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. Contract Numbe v! CITY OF TIGARD,OREGON PERSONAL SERVICES CONTRACT GEOCORTEX ESSENTIALS MAINTSTAR INTEGRATION THIS AGREEMENT made and entered into this 3`d day of April,2018 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Latitude Geographics Group Ltd.,hereinafter called Consultant. RECITALS WHEREAS, the City's 2018 fiscal year budget provides for services related to the integration of Geocortex Essentials with MaintStar;and WHEREAS,City has need for the services of a company with a particular training,ability,knowledge, and experience possessed by Consultant,and WHEREAS, City has determined that Consultant 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: 1. SERVICES TO BE PROVIDED Consultant shall initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Consultant agrees to complete work that is detailed in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City will be contained in subsequent scope of work as needed 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise terminated or extended,on June 30,2018. All work under this Agreement shall be completed prior to the expiration of this Agreement. 3. COMPENSATION The City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A for performance of those services described herein and in any subsequent agreements that arise from the work under this Agreement. The total amount paid to the Consultant by the City shall not exceed Ten Thousand Six Hundred Ten and No/100 US Dollars ($10,610.00) if all tasks are completed. Any and all payments made to the Consultant shall be based upon the following applicable terms: A. Payment by City to Consultant for performance of services under this Agreement includes all expenses incurred by Consultant, with the exception of expenses, if any identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Consultant's invoice, subject to the approval of the City Manager, or designee, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. C. Payment by City shall release City from any further obligation for payment to Consultant, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. D. Consultant shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. E. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. If Consultant fails,neglects or refuses to make prompt payment of any claim for labor or services furnished to Consultant or a subcontractor by any person as such claim becomes due, City's Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Consultant. The payment of the claim in this manner shall not relieve Consultant or their surety from obligation with respect to any unpaid claims. H. Consultant shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. I. Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. J. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract during the current fiscal year. Funding during future fiscal years shall be subject to budget approval by Tigard's City Council. 4. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Consultant which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Consultant prior to termination of this Agreement by Consultant or upon completion of the work pursuant to this Agreement. 5. ASSIGNMENT/DELEGATION Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of 21Page tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them,and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT Consultant certifies that: A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is and shall be deemed to be an independent Consultant 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 Consultant 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 Consultant under the terms of this Agreement, to the full extent of any benefits or other remuneration Consultant 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 Consultant or to a third party) as a result of said finding. B. The undersigned Consultant hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Consultant, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Consultant certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his or her normal charge for the type of service provided. Consultant and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. C. Consultant shall obtain,prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. D. Consultant is not an officer,employee,or agent of the Cit; as those terms are used in ORS 30.265. 7. INDEMNIFICATION City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant represents that all of its work will be performed in accordance with generally accepted professional practices and standards as well 3 1 Page as the requirements of applicable federal, state and local laws, it being understood that acceptance of a Consultant's work by City shall not operate as a waiver or release. Consultant agrees to indemnify and defend the City, its officers, employees, agents and representatives 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 (at both trial and appeal level,whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies) that may be asserted by any person or entity which arises from Consultant's negligence or willful misconduct from, during or in connection with the performance of the work described in this contract,except liability arising out of the sole negligence of the City and its employees. Such indemnification 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. 8. INSURANCE Consultant and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover risks arising directly or indirectly out of Consultant's activities or work hereunder, including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Consultant shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Consultant shall obtain,at Consultant'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 (CG 2010 1185 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 $3,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $2,000,000 Fire Damage (Any one fire) $50,000 B. Commercial Automobile Insurance Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of the contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Consultant uses a personally-owned vehicle for business use under this contract, the Consultant shall obtain,at Consultant's expense,and keep in effect during the term of the 4 1 P a g e contract,business automobile liability coverage for all owned vehicles on an"occurrence" form. The Combined Single Limit per occurrence shall not be less than $2,000,000. C. Workers' Compensation Insurance The Consultant, 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. Consultants 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 $1,000,000 each accident. Alternately, evidence of workers' compensation and employer liability coverage under Canadian requirements through provision of WCB Clearance letter is sufficient.Should workers be temporarily working in Oregon from Canada,verification of out of province coverage is required. D. Additional Insured Provision All policies aforementioned, other than Workers' Compensation and Professional Liability, shall include the City its officers, employees, agents and representatives as additional insureds with respect to this contract. E. Insurance Carrier Rating Coverages provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M. Best rating of"A-VII"or better,or equivalent. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. F. Self-Insurance The City understands that some Consultants may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If the Consultant is self-insured for commercial general liability or automobile liability insurance the Consultant must provide evidence of such self-insurance. The Consultant must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. G. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Consultant shall furnish a Certificate of Insurance to the City. No contract shall be effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the below address prior to coverage expiration. 5 Page H. Independent Consultant Status The service or services to be rendered under this contract are those of an independent Consultant. Consultant 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 Consultant'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. 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. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd. Tigard,Oregon 97223 At the discretion of the City, a copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company may be required to be forwarded to the above address. 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 Consultant's liability hereunder. Notwithstanding said insurance,Consultant shall be obligated for the total amount of any damage,injury,or loss caused by negligence or neglect connected with this contract. 9. METHOD &PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices,bills and payments shall be made in writing and may be given by personal delivery, mail or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: CITY OF TIGA w L ` ITP-D_EaCaEQQM �, S,GRQUP LTO Attn: Preston Beck,GIS Program Admin Attn:-Cour- ,&A °•�ar«.I.�taa�►cr Address: 13125 SW Hall Boulevard Address: 300-1117 Wharf Street Tigard,Oregon 97223 Victoria,BC V8W 1T7, Canada Phone: (503) 718-2404 Phone: (250) 381-8130 Email: preton@tigard-or.gov Email: cdoak titude o.com S.F., Ma-@ CAM and when so addressed,shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, 61Page notices,bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills and payments are to be given by giving written notice pursuant to this paragraph. 10. MERGER This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 11. PROFESSIONAL SERVICES The City requires that services provided pursuant to this agreement shall be provided to the City by a Consultant that does not represent clients on matters contrary to City interests. Further, Consultant shall not engage services of an attorney and/or other professional who individually,or through members of his/her same firm,represents clients on matters contrary to City interests. Should the Consultant represent clients on matters contrary to City interests or engage the services on an attorney and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Consultant shall consult with the appropriate City representative regarding the conflict. After such consultation, the Consultant shall have seven (7) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 13 (B) (3) of this agreement. 12. TERMINATION WITHOUT CAUSE At any time and without cause,City shall have the right in its sole discretion,to terminate this Agreement by giving notice to Consultant. If City terminates the contract pursuant to this paragraph,it shall pay Consultant for services rendered to the date of termination. 13. TERMINATION WITH CAUSE A. Cit,-may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds 2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Consultant,its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Consultant,if a receiver or trustee is appointed for Consultant,or if there is an assignment for the benefit of creditors of Consultant. 71Page Any such termination of this agreement under paragraph(A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Consultant, may terminate the whole or any part of this Agreement: 1) If Consultant fails to provide services called for by this agreement within the time specified herein or any extension thereof,or 2) If Consultant fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms,and after receipt of written notice from City,fails to correct such failures within ten (10) days or such other period as City may authorize. 3) If Consultant fails to eliminate a conflict as described in Section 11 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Consultant shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Consultant bear to the total services otheru:ise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Consultant. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 14. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Consultant as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 15. FORCE MAJEURE Neither City not Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled,including but not restricted to, an act of God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 8 1 P a g e 16. NON-WAIVER The failure of City to insist upon or enforce strict performance by Consultant of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 17. NON-DISCRIMINATION Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990,ORS 659A.142,and all regulations and administrative rules established pursuant to those laws. 18. ERRORS Consultant shall perform such additional work as may be necessary to correct material errors in the work required under this Agreement without undue delays and without additional cost. 19. EXTRA(CHANGES)WORK Only the City's Project Manager for this Agreement may authorize extra (and/or change) work. Failure of Consultant to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work. 20. WARRANTIES All work shall be guaranteed by Consultant for a period of 90 days after the date of final acceptance of the work by the owner. Consultant warrants that all practices and procedures, workmanship and materials shall be the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore shall relieve Consultant from liability under warranties contained in or implied by this Agreement. 21. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs,including attorney's fees and court costs on appeal. 22. GOVERNING LAW The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Consultant shall comply with all applicable federal, state and local laws,rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and subcontractors and income tax withholding contained in ORS Chapters 279A,279B and 279C, the provisions of which are hereby made a part of this agreement. 91Page 24. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 25. AUDIT Consultant shall maintain records to assure conformance with the terms and conditions of this Agreement,and to assure adequate performance and accurate expenditures within the contract period. Consultant agrees to permit City, the State of Oregon, the federal government, or their dull, authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 26. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable,seller must make payment promptly as due to persons supplying Consultant labor or materials for the execution of the-a-ork provided by this order. Consultant shall not permit 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. Consultant further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 28. HOURS OF LABOR If labor is performed under this order,then no person shall be employed for more than eight (8) hours in any one day,or forty (40) hours in any one week, except in cases of necessity, or emergency or where the public policy absolutely requires it,and in such cases, except cases of contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least time and a half for all overtime in excess of eight (8) hours a day and for all work performed on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for personal services as defined in ORS 279A.055, any labor shall be paid at least time and a half for all hours worked in excess of forty(40)hours in any one week,except for those individuals excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209. 29. MEDICAL CARE AND WORKERS' COMPENSATION Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury,to the employees of such Consultant,of all sums which the Consultant agrees to pay for such services and all moneys and sums which the Consultant collected or deducted from the wages of the employees pursuant to any law, Consultant agreement for the purpose of providing or paying for such service. 101 Page. 30. COMPLETE AGREEMENT This Agreement,including the exhibits,is intended both as a final expression of the Agreement between the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibits, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B,Exhibit A shall control. 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. Consultant, 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 Consultant has executed this Agreement on th ate hereinabove first written. CITY OF TIG LATIT GEOGRAPHICS GROUP LTD By: in r � By: A t rized Agent of Consultant Date �©� �( (`,� Date 111 Page EXHIBIT A SERVICES TO BE PROVIDED A. INTRODUCTION As part of the city's web mapping application project to migration web mapping capabilities from GeoNorth's MapOptix to Latitude Geographic's Geocortex Essentials specific integrations with business systems need to be developed. To interact with the MaintStar application used by Public Works for its work order system the city developed bidirectional interface to initiate work orders from GIS as well as send work order info to GIS. With the new Geocortex Essentials product this same bidirectional interface needs to be reconstructed. This will allow staff the ability to operate seamlessly between GIS and the Maintstar application when setting up work orders and enabling better visual map-based interaction. B. SCOPE OF WORK 1. Configuration of the MaintStar application to generate a hyperlink for launching GVH 2. Development of a start up Geocortex workflow to capture the MaintStar query parameters 3. passed to GVH and execute the appropriate selection action;and 4. Development of Copy and Create Work Order Workflows to update the users Maintstar application state. C. SCHEDULE MILESTONES This project must be completed by the end of this fiscal year(June 30"). Actual development, testing,acceptance and delivery is expected in April-May of 2018. D. COST/RATE ESTIMATES The quote for this work is $10,610. 12 1 Page EXHIBIT B CONSULTANT'S PROPOSAL 13 1 Page