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i-TEN Associates Contract # a CITY OF TIGARD, OREGON PERSONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 12`h day of August, 2009, by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and 1-TEN Associates, 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 June 30, 2010. 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 Sixteen Thousand Six Hundred and No/100 Dollars ($16,600.00) 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, a yments, and other information: City of Tigard i-TEN Associates, Inc. Attn: Preston Beck Attn: Rhonda Robertson, Vice President, CFO 13125 SW Hall Blvd. 2548 SE Ankeny St. Tigard, Oregon 97223 Portland, Oregon 97214 Phone: 503 718-2404 Phone: 503 546-3755 Fax: 503 684-7297 Fax: 503 233-8792 Email Address: Preston a)tigard-or. rov Email Address: rlionda.robertson a.,il0assoc.com Contract # 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 full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said funding 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 funding. 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 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. 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 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: Contract # Covej c Limit General Aggregate 1,000,000 Products-Completed Operations aggregate 1,000,000 personal & advertising Injury 1,000,000 I_:ach Occurrence 1,000,000 Fire Damage (any one fire) 50,000 Medical I xpense (any one person) 5,000 b. Business Automobile Liability Insurance If Contractor will be delivering the goods, Contractor shall provide City a certificate indicating that Contractor has business automobile liability coverage for all owned, hired, and non-owned vehicles. The Combined Seigle Limit per occurrence shall not be less than $1,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If Contractor hires a carrier to make delivery, Contractor shall ensure that said carrier complies with this paragraph. c. Workers' Compensation Insurance The Contractor and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.0171, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656.126. 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 such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. d. 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. e. 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 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, injurv, 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 30`h day of June, 2010 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. AGREEMENT MODIFICATIONS Modificarions to this Agreement are valid only if made in writing and signed by all parties. Contract # 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 iii the appropriate court of the State of Oregon. 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 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 famished. 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 OF TIGARD, I- lEJ SSOCIATES By: A rized City staff By: r thorized 1 gen of Contractor 67 Date Date Contract # Exhibit A Scope of Work Contractor shall assist in converting and cleaning up the City stormwater GIS data. Recently, the City developed a geodatabase model for the storm water system. This model has been populated with existing GIS data that was formerly in shapefile format. The City is gradually performing general cleanup work and adding new GIS features from a backlog of asbuilt drawings. A previous project in the spring of 2009 allowed the City to establish a process for converting and cleaning the storm water data. To date, approximately 60% of the system is converted and cleaned and within the geodatabase. A substantial amount of work is still needed to bring the data set up to an acceptable level. In addition there is a backlog of new asbuilt drawing information that need to be incorporated into the geodatabase as specific features. The specific services anticipated within this request for GIS professional services include: 1. Converting record drawings and georeferencing pages for overlay in ArcMap. 2. Drawing/ creating the appropriate storm water features in ArcMap, consistent with the storm water geodatabase models and as indicated in the record drawings 3. Editing existing storm water features (adding missing features, verifying snapped features, correct flow direction etc.) 4. Adding missing attribute information 5. Coordinating with Tigard staff on matching IDs with the City's asset management system (Hansen) 6. Documenting, tracking issues /inconsistencies so that Tigard staff can systematically perform the appropriate follow up/research/field verification. 7. Deliverying the completed converted data to the City in geodatabase format (as provided by the City of Tigard Contract # CITY OF TIGARD, OREGON PERSONAL SERVICES AGREEMENT TI IIS AGREEMENT made and entered into this 12`h day of August, 2009, by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and i-TEN Associates, Inc., hereinafter called Contractor. RECITALS Cite 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 I ;xhibit 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 June 30, 2010. 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 Sixteen Thousand Six Hundred and No/100 Dollars ($16,600.00) 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, a yments, and other information: City of Tigard i-TEN Associates, Inc. Attn: Preston Beck Attn: Rhonda Robertson, Vice President, CFO 13125 SW Hall Blvd. 2548 SE Ankeny St. Tigard, Oregon 97223 Portland, Oregon 97214 Phone: 503 718-2404 Phone: 503 546-3755 Fax: 503 684-7297 Fax: 503 233-8792 Email Address: restore a ti card-or. roe- Email Address: rlnonda.robertson u?ilUassoc.com Contract # 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 Cite, 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 full 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 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. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: a. Commercial General Liabilit<- 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: Contract # C oy er~ Limit General aggregate 1,000,000 Products-Completed Operations Aggregate 1,000,000 personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Dire Damage (any one fire) 50,000 Medical Expense (an), one person) 5,000 b. Business Automobile Liability Insurance If Contractor will be delivering the goods, Contractor shall provide Cite a certificate indicating that Contractor has business automobile liability coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than $1,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If Contractor lures a carrier to make delivery, Contractor shall ensure that said carrier complies with this paragraph. c. Workers' Compensation Insurance The Contractor and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply ith ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656.126. 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 such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. d. 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. e. 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 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 parry to terminate this Agreement before either before the work is completed or the 30`x' day of June, 2010 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. AGREEMENT MODIFICATIONS Modifications to this agreement arc valid only if made in writing and signed by all parries. Contract # 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 tnust be brought in the appropriate court of the State of Oregon. 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 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. 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 OF TIGARD T SSOCIATES By: A orized City staff By: A thorized Agent of ontractor Date Date Contract # Exhibit A Scope of Work Contractor shall assist in converting and cleaning up the City stormwater GIS data. Recently-, the City developed a geodatabase model for the storm water system. This model has been populated with existing GIS data that was formerly in shapefile format. The City is gradually performing general cleanup work and adding new GIS features from a backlog of asbuilt drawings. A previous project in the spring of 2009 allowed the City to establish a process for converting and cleaning the storm water data. To date, approximately 60% of the system is converted and cleaned and within the geodatabase. A substantial amount of work is still needed to bring the data set up to an acceptable level. In addition there is a backlog of new asbuilt drawing information that need to be incorporated into the geodatabase as specific features. The specific services anticipated within this request for GIS professional services include: 1. Converting record drawings and georeferencing pages for overlay in ArcMap. 2. Drawing/ creating the appropriate storm water features in ArcMap, consistent with the storm water geodatabase models and as indicated in the record drawings 3. Editing existing storm water features (adding missing features, verifying snapped features, correct flow direction etc.) 4. Adding missing attribute information 5. Coordinating with Tigard staff on matching IDs with the City's asset management system (Hansen) 6. Documenting, tracking issues /inconsistencies so that Tigard staff can systematically perform the appropriate follow up/research/field verification. 7. Deliverying the completed converted data to the City in geodatabase format (as provided by the City of Tigard CITY OF TIGARD CONTRACT SUMMARY FORM (THIS MUST ACCOMPANY EACH CONTRACT BEFORE AUTHORIZATION SIGNATURE CAN BE ACQUIRED Title of Contract: GIS Sanitary Stormwater Data Cleanup Contract (Assigned after execution Contractor: 1-TEN Associates, Inc. Total: $16,600.00 Brief Overview: Contractor shall assist the City with "cleaning up" the City's storm water GIS data. A substantial amount of work is needed to bring the data set u to a useable level. Changes Made To None. Boilerplate Contract Type of Contract: ❑ Purchase Agreement ® Personal Service Construction ❑ Other Start Date: August 12, 2009 End Date: June 30, 2010 LCRB Award Date: Not Required Contract Manager: Preston Beck Extension: 2404 Department: FIS Quotes/Bids/Proposals: COMPANY AMOUNT / SCORE On file with IT Department Comments: Department Si ature Date: PA C Purchasing Comments: O : 'th reauthorized vendor list used to obtain the quotes. Purchasing Signature: Date: Administration: Date: Certificate of Insurance Received? ❑ Yes ❑ No ❑ Self-Insured (Form Received Business Tax Current? ❑ Yes ❑ No Contractor License Current? ❑ Yes ❑ No Federal TIN/ 1099 87-0708963 Bonds Required: ❑ Yes ® No Accounting String: Fund Division Account Total 600 3140 627000 $16,600.00