Alsea Geospatial, Inc ~ C120031 Contract Number Ci2-0,5Qf Ji
UPI w CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
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GPS SERVICES—T-TICKET MOBILE CAPTURE
THIS AGREEMENT made and entered into this 14th day of October, 2011, by and between the City of
Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Alsea Geospatial, Inc.,
hereinafter called Contractor.
RECITALS
WHREAS, the City's 2011-2012 fiscal year budget provides for GPS services related to T-Ticket mobile
capturing;and
WHEREAS City has need for the services of a company with a particular training, ability, knowledge, and
experience possessed by Contractor,and
WHEREAS 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:
1. SERVICES TO BE PROVIDED
Contractor shall initiate services immediately 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 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 30,2012. All work under this Agreement shall be completed prior to
the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Contractor 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 Contractor by the City shall not exceed Nine
Thousand One Hundred Twenty and No/100 Dollars ($9,120.00) if all tasks are completed. All
payments shall be in accordance with the rates included in Exhibit A. Any and all payments made to
the Contractor shall be based upon the following applicable terms:
A. Payment by City to Contractor for performance of services under this Agreement includes all
expenses incurred by Contractor, with the exception of expenses, if any identified in this
Agreement as separately reimbursable.
B. Payment will be made in installments based on Contractor'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.
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.
B. The undersigned Contractor 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 Contractor, 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, Contractor 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.
Contractor 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. Contractor certifies that it currently has a City business license or will obtain one prior to
delivering services under this Agreement.
D. Contractor is not an officer, employee, or agent of the City as those terms are used in ORS
30.265.
6. 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 agrees to indemnify and defend the City,its 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) that may be asserted by any person or entity which in any way arise
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.
7. INSURANCE
Contractor and its subcontractors shall maintain insurance acceptable to City in full force and effect
throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly
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F. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. The City reserves the right to reject all or any insurance
carrier(s)with an unacceptable financial rating.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract,the Contractor shall furnish
a Certificate of Insurance to the City. No contract shall be effected until the required
certificates have been received and approved by the City. The certificate will specify and
document all provisions within this contract. A renewal certificate will be sent to the above
address 10 days prior to coverage expiration.
H. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Contractor's coverage shall be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
Contractor's insurance policy shall contain provisions that such policies shall not be canceled or their
limits of liability reduced without thirty(30) days prior notice to City. A copy of each insurance policy,
certified as a true copy by an authorized representative of the issuing insurance company, or at the
discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of
such insurance shall be forwarded to:
City of Tigard
Attn: Joseph Barrett,Sr.Management Analyst
13125 SW Hall Blvd.
Tigard,Oregon 97223
Such policies or certificates must be delivered prior to commencement of the work. The procuring of
such required insurance shall not be construed to limit contractor's liability hereunder.
Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage,
injury,or loss caused by negligence or neglect connected with this contract.
8. 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:
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•
i. 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
ii. 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.
iii. If any license or certificate required by law or regulation to be held by Contractor,its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
iv. If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor,if a receiver or trustee is appointed for Contractor, or if
there is an assignment for the benefit of creditors of Contractor.
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 Contractor, may terminate
the whole or any part of this Agreement:
1) If Contractor fails to provide services called for by this agreement within the time
specified herein or any extension thereof,or
2) If Contractor 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 Contractor 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 Contractor 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),Contractor 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 Contractor bear to the total services otherwise 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 Contractor. 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.
13. 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.
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21. 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.
22. 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 Chapter 279B, the provisions of which are hereby
made a part of this agreement.
23. 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.
24. AUDIT
Contractor 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.
Contractor agrees to permit City,the State of Oregon,the federal government,or their duly authorized
representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of
funds.
25. 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.
26. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable, seller 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.
27. 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
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EXHIBIT A
SCOPE OF SERVICES
UPDATE T-TICKET MOBILE TO CAPTURE AND SAVE GPS LOCATION TO DATABASE
Contract shall perform work related to capturing XY coordinates within the City's E-Ticketing Trimble
devices. Contractor performed the initial implementation and deployment for the City last year. This
project will allow the City to take the newly captured XY coordinates and then extract them into GIS for
mapping purposes.
A. Update Citation Form on Handhelds to Capture GPS Location Data
Estimated Hours and Fee—24 Hours @$120/hour= $2,880
B. Update CitationServer Webservices to Property Handle New Location Fields
Estimated Hours and Fee—16 Hours @$120/hour= $1,920
C. Update Database to Store Additional Location Fields for Citations
Estimated Hours and Fee—8 Hours @$120/hour= $960
D. Add Processing Code to Covert GPS Location to State Plane Coordinates
Estimated Hours and Fee—16 Hours @$120/hour= $1,920
E. Install Preparation and On-Site Installation and Testing of the Updated Software
Estimated Hours and Fee—12 Hours @$120/hour= $1,440
TOTAL ESTIMATED HOURS AND FEE—76 HOURS Q@$120/HOUR= $9,120
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