BMS Technologies ~ C210121
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: C210121a1
Contract Start Date: 04/01/2021 Contract End Date: 03/31/2025
Contract Title: Utility Bills - Printing, Mailing & Barcode Services
Contractor Name: BMS Technologies
Contract Manager: Eric Kang
Department: FIN
Contract Costs
Original Contract Amount: $900,000.00 ($180,000 annually -5yr)
Total All Previous Amendments: n/a
Total of this Amendment: $180,000.00
Total Contract Amount: $900,000.00 (5yr)
Procurement Authority
Contract Type: General Services
Procurement Type: Formal RFP >$150K
Solicitation Number: 2021-12
LCRB Date: 04/23/2021
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY 25 600-2200-54001 $180,000.00
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments:
Time Extension, Update PM
DocuSign Routing
Route for Signature Name Email Address
Contractor Jeffrey Evans jeff@bms-technologies.com
City of Tigard Steve Rymer stever@tigard-or.gov
Final Distribution
Contractor Jeffrey Evans jeff@bms-technologies.com
Project Manager Darren Black Darren.black@tigard-or.gov
Project Manager
Buyer Toni Riccardi tonir@tigard-or.gov
CITY OF TIGARD-CONTRACT SUMMARY FORM
Contract Overview
Contract/Amendment Number: C210121
Contract Start Date: 04/01/2021 Contract End Date: 03/31/2024
Contract Title: Utility Bills - Printing,Mailing&Barcode Services
Contractor Name: BMS Technologies
Contract Manager:Tared Isaksen
Department: UB
Contract Costs
Original Contract Amount: $180,000.00
Total All Previous Amendments:
Total of this Amendment:
Total Contract Amount: $180,000.00
Procurement Authority
Contract Type: General Services
Procurement Type: Formal RFP >$150K
Solicitation Number: 2021-12
LCRB Date: 4/23/2021
Account String: Fund-Division-Account Work Order—Activit):1=e Amount
FY 21 600-2200-54001 $180,000.00
FY 22 600-2200-54001 $180,000.00
FY 23 600-2200-54001 $180,000.00
FY 24 600-2200-54001 $180,000.00
FY
Contracts & Purchasing Approval
Purchasing Signature: IjI4,
Comments:
C210121
CITY OF TIGARD, OREGON
AGREEMENT FOR GENERAL SERVICES RELATED TO
UTILITY BILLS—PRINTING MAILING AND BARCODE SERVICES
THIS AGREEMENT made and entered into this 1st of April, 2021 by and between the City of Tigard, a
municipal corporation of the State of Oregon,hereinafter called"City",and BMS Technologies,hereinafter called
"Contractor", collectively known as the"Parties."
RECITALS
WHEREAS, Contractor has submitted a bid or proposal to City to provide specific services; and
WHEREAS, Contractor is in the business of providing specific services and is aware of the purposes for which
City requires the services;and
WHEREAS, City and Contractor wish to enter into a contract under which City shall purchase the services
described in Contractor's bid or proposal;
THEREFORE,The Parties agree as follows:
1. SERVICES TO BE PROVIDED
Contractor agrees to provide services related to printing,mailing and barcoding of Utility Bills and other
mailing services as detailed in Exhibit A—Scope of Services and by this reference made a part hereof.
2. EFFECTIVE DATE AND DURATION
This Agreement is effective upon the date of execution and expires on March 31, 2024, unless
otherwise terminated or extended. The Parties may agree on two (2) additional one (1)year extensions
to the Agreement. At no point can this Agreement exceed five (5) years. All work under this
Agreement must be completed prior to the expiration of this Agreement. The Contractor may submit
revised pricing prior to the mutual acceptance of any option year.
3. COMPENSATION
City agrees to pay Contractor an amount not exceeding One Hundred Eighty Thousand and No/100
dollars ($180,000.00) annually for performance of those services described herein, which payment shall
be based upon the following applicable terms:
A. Payment will be made in installments based on Contractor's invoice, sub)ect to the approval by
the City, and not more frequently than monthly. Payment shall be made only for work actually
completed as of the date of invoice.
B. Payment by City shall release City from any further obligation for payment to Contractor, 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.
C. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for
the prosecution of this work.
D. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any
account of any labor or material furnished.
E. Contractor shall pay to the Department of Revenue all sums withheld from employees pursuant
to ORS 316.167.
City of Tigard 1 13125 SW Hall Blvd.,Tigard, OR 97223 1 (503) 639-4171 vs-ww.rigard-or.;ov
F. If Contractor fails,neglects or refuses to make prompt payment of any claim for labor or services
furnished to Contractor or a subcontractor by any person as such claim becomes due, City may
pay such claim and charge the amount of the payment against funds due or to become due the
Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety
from obligation with respect to any unpaid claims.
G. Contractor shall pay employees at least time and a half pay for all overtime worked in excess of 40
hours in any one work 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.
H. Contractor shall promptly, as due, make payment to any person, co-partnership, association or
corporation, furnishing medical,surgical,hospital care or other needed care and attention incident
to sickness or injury to the employees of Contractor or all sums which Contractor agrees to pay
for such services and all moneys and sums which Contractor 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.
I. The City certifies that sufficient funds are available and authorized for expenditure to finance costs
of this contract during the current fiscal year. Appropriations for future fiscal years shall be subject
to budget approval by the City Council.
4. ASSIGNMENT/DELEGATION
Neither party shall assign or transfer any interest in or duty under this Agreement without the written
consent of the other and any attempted assignment or transfer without the written consent of the other
party shall be invalid.
5. SUBMITTING BILLS AND MAKING PAYMENTS
All notices and bills shall be made in writing and may be given by personal delivery,mail or 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 TIGARD< ;`` ':" $MS TECHI�IOLOGIES :.
Attn: Jared Isaksen Attn: Jeffrey Evans
Address: 13125 SW Hall Blvd. Address: 20901 Cooley Rd
Tigard, Oregon 97223 Bend OR 97701
Phone: (503) 718-2493 Phone: (541) 388-0789
Email: jaredi(cUtigard-or.gov Email: jeff(d>,bms-technolo(-)-ies.com
6. TERMINATION
The parties agree that any decision by either party to terminate this Agreement will 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.
7. 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.
Utility Bills—Printing,Mailing and Barcoding Services Page 2
8. FORCE MMEURE
Neither City nor Contractor 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, natural disaster, war, 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.
9. NON-DISCRIMINATION
Contractor agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, rules, and regulations. Contractor also shall comply with the Americans with
Disabilities Act of 1990, ORS 659A.142,and allregulations and administrative rules established pursuant
to those laws.
10. INDEMNITY
Contractor agrees to and shall defend, indemnify and hold harmless City, City's officers, employees,
agents and representatives from and against all liability, claims, costs, demands, judgments, penalties,
and causes of action of any kind or character,or other costs or expenses incidental to the investigation
and defense thereof,of whatever nature,resulting from or arising out of the activities of the Contractor
or its subcontractors, agents, or employees in performance of this contract, except,however, that the
foregoing shall not apply to liability that arises out of the City's, its officers, employees, agents and
representatives sole negligence. 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 remainder of this
indemnification.
11. INSURANCE
Contractor 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 Contractor's activities or
work hereunder.
The policy or policies of insurance maintained by the Contractor shall provide at least the following limits
and coverages:
A. Commercial General Liability Insurance
Contractor will obtain, at Contractor's expense, and keep in effect during the term of this
Agreement, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an occurrence form (CG2010 1185 or equivalent). This coverage must include
Contractual Liability insurance for the indemnity provided under this contract. General Liability
coverage must include Products-Completed Operations, Personal & Advertising Injury, and
Damage to Rented Premises. The following insurance will be carried:
Coverage Limit
General Aggregate 3,000,000
Each Occurrence 2,000,000
Utility Bills—Printing,Mailing and Barcoding Services Page 3
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 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 Contractor uses a personally-owned vehicle for business use under this contract, the Contractor
shall obtain, at Contractor's expense, and keep in effect during the term of the 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 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$1,000,000 each accident.
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 Contractor 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 Contractors 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 Contractor is self-insured for commercial general liability
or automobile liability insurance the Contractor must provide evidence of such self-insurance.
The Contractor 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 Contractor 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.
Utility Bills—Printing,Mailing and Barcoding Services Page 4
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.
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
OR
contractspurchasing a tiffard-or.goti-
At the discretion of the City, a copy of each insurance policy, terrified 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 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.
12. 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 witness fees (expert and non-expert),attorney's fees and court costs on appeal.
13. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Contractor 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.
14. CHOICE OF LAW,VENUE
The provisions of this Agreement are governed by Oregon Law. Venue will be the State of Oregon
Circuit Court in Washington County or the US District Court for Oregon,Portland.
15. CITY OF TIGARD BUSINESS LICENSE
Contractor 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
Utility Bills—Printing,Mailing and Barcoding Services Page 5
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.
16. 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 terms of proposal conflicting herewith.
17. 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.
18. REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants to the City that:
A. Contractor has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of Contractor,
enforceable in accordance with its terms.
C. Contractor(to the best of Contractor's knowledge,after due inquiry),for a period of no fewer than
six calendar years (or since the firm's inception if less than that) preceding the effective date of
this Agreement, faithfully has complied with:
1) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316,
317, and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to Contractor,
to Contractor's property, operations, receipts, or income, or to Contractor's performance of
or compensation for any work performed by Contractor;
3) Any tax provisions imposed by a political subdivision of this state that applied to Contractor,
or to goods, services, or property,whether tangible or intangible,provided by Contractor;and
4) Any rules,regulations, charter provisions, or ordinances that implemented or enforced any of
the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Contractor's services rendered in the performance of Contractor's obligations under this
Agreement,shall be provided to the City free and clear of any and all restrictions on or conditions
of use,transfer,modification,or assignment,and shall be free and clear of any and all liens, claims,
mortgages, security interests, liabilities, charges, and encumbrances of any kind.
19. COMPLIANCE WITH TAX LAWS
A. Contractor must, throughout the duration of this Agreement and any extensions, comply with all
tax laws of this state and all applicable tax laws of any political subdivision of the State of Oregon.
For the purposes of this Section,"tax laws"includes all the provisions described in subsection 25.C.
1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this Agreement.
Further, any violation of Contractor's warranty, in subsection 25.0 of this Agreement, that the
Contractor has complied with the tax laws of the State of Oregon and the applicable tax laws of any
Utility Bills—Printing,Mailing and Barcoding Services Page 6
political subdivision of this state also shall constitute a material breach of this Agreement. Any
violation shall entitle the City to terminate this Agreement,to pursue and recover any and all damages
that arise from the breach and the termination of this Agreement, and to pursue any or all of the
remedies available under this Agreement, at law, or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing to
Contractor,in an amount equal to State's setoff right,without penalty; and
3) Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief. The City shall be entitled to recover any and all damages suffered as the result
of Contractor 's breach of this Agreement, including but not limited to direct, indirect,
incidental and consequential damages, costs of cure, and costs incurred in securing a
replacement Contractor.
These remedies are cumulative to the extent the remedies are not inconsistent,and the City may pursue
any remedy or remedies singly, collectively, successively, or in any order whatsoever.
20. CUSTOMER INFORMATION CONFIDENTIALITY
In the performance of obligations under this Agreement, Contractor will receive or have access to
Confidential Information concerning City customers, including without limitation, customer names,
social security numbers, addresses, account numbers, account payments and balances. Contractor shall
use appropriate safeguards and the appropriate standard of care to prevent the disclosure of City customer
data to unauthorized third parties,and shall prevent Contractor employees,agents or subcontractors from
accessing,copying,disclosing,or using any such data except as necessary to perform its obligations under
the terms of this Agreement or as obligated under federal and state regulations. In the event of any actual
or suspected data security breach, disclosure, or loss,Contractor shall immediately notify City.
Contractor shall take all steps necessary to comply with state and federal law,including but not limited to
the Oregon Consumer Identity Theft Protection Act, ORS 646A.600 et seq. Contractor shall take
reasonable steps to immediately remedy any security breach and prevent any further security breach at
Contractor's expense in accordance with applicable privacy rights,laws,regulations and standards.
21. PRICES AND PRICE CHANGES
Initial prices shall be as established herein Unit prices shall remain firm through the first year of the
Agreement. At the end of the one-year period following the date of acceptance, price changes may be
allowed herein. Following the end of the one-year period referenced above, City and Contractor
acknowledge that prices for goods and services furnished by Contractor under this Agreement may need
to be adjusted during the term of the Contract due to changes in Contractor's prices,rate plans,or product
offerings. Such price changes shall be documented in writing between Contractor and City as
amendments.
Contractor shall submit any proposed pricing revisions in writing to the Project Manager for
consideration at least thirty (30) days before the Agreement execution anniversay. All proposed price
adjustments shall be calculated consistent with the methodology used to calculate the prices set forth in
the Contractor's original proposal, the Contractor shall certify this in its request for price adjustments.
Price adjustments shall become effective thirty(30) days from the date of last signature on the Agreement
amendment document or as otherwise stated therein.
Utility Bills—Printing,Mailing and Barcoding Services Page 7
22. 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.
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.
Awarded by Tigard's Local Contract Review Board at their March 23, 2021 meeting.
CITY OF TIGARD BMS TECHNOLOGIES
By:Authorized City Representative By:Authot!z04 tontractor Representative
04/05/2021 9 �- ZC21,
Date Date
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