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GeoNorth - I • Contract # CITY OF TIGARD, OREGON PERSONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 7 day of December, 2009, by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and GeoNorth, 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 31 day of January, 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 Nine Thousand Four Hundred and No /100 Dollars ($9,400.00) 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 receipt by the City. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices, bills, payments, and other information: Contact Manager for City: Contact Manager for Contractor: City of Tigard Company: GeoNorth Attn: Preston Beck Attn: vc k Le w lJ Address: 13125 SW Hall Blvd. Address: 921 SW Washington Street, Suite 777 Tigard, Oregon 97223 Portland, Oregon 97208 Phone: (503) 718 -2606 Phone: (503) 827 -0827 X Z. oS Fax: (503) 684 -7297 Fax: (503) 827 -0735 Email Address: preston @tigard- or.gov Email Address: Clew(S Q ' pc4n. cOw. 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 Contract # 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 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 # Coverage Limit General Aggregate 1,000,000 Products- Completed Operations Aggregate 1,000,000 Personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (any one fire) 50,000 Medical Expense (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 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 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 656.017, 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 party to terminate this Agreement before the 31 day of January, 2010 shall be accompanied by sixty (60) 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. Contract # AGREEMENT MODIFICATIONS Modifications to this Agreement are valid only if made in writing and signed by all parties. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. GOVERNING LAW Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non - discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disability. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 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 CONTRACTOR AZZOZZ... By: Authorized City staff By: Authorized Agent of Contractor Z/ 17/0/ Date Date Contract # Exhibit A Scope of Work Free Text Callout Labeling Tool MapOptix 6.1 is based upon ArcGIS Server and the free form labeling tool previously developed for the City to work with ArcIMS must be re- architected to work with ArcGIS Server's graphics layer. Similar to the ArcIMS implementation, the free form call out labeling tool will allow user to set the position of the leader with a mouse click and then will drag and release the mouse at the label placement location. A form menu will then be provided allowing the user to enter their text label. Unlike MapOptix 5.2, free form callout labels in MapOptix 6.1 will be managed as a new markup element making it easier for users. Similar to other markup features, call out label properties such as font color, size, callout fill color, etc. will be managed from a property settings form. Unlike 5.2, free form callout labels properties in 6.1 can be independently changed. GeoNorth has estimated the effort will require 64 hours however since this will be incorporated into the product, which avoids customization upgrades in the 6x version, GeoNorth will cost share this effort with the City reducing the development cost from 64 hours to 32 hours. Hours: 32 Est. Cost: $4,000 Navigation Tools (Option 1) Previews of MapOptix 6.1 to City staff have resulted in a user requested enhancement to change the map navigation interface. Currently map navigation tools are provided in a dropdown format, on the map with the zoom slider, and in a right -click context menu on the map. Users however are looking for more convenient access to navigation tools. Option 1 is to pull out the map navigation tools from the drop down menu and make them explicit buttons on the toolbar. Tools - zoom in, zoom out and pan and full extent, will be placed on the right side of the tool bar offsetting the drop down tools. This puts them closer to the map area and is a similar experience to what users had with the MapOptix 5.2 interface. Hours: 2 Est. Cost: $250 Navigation Tools (Option 2) Option 2 would be create a floating tool bar and navigation control that would sit on the map window. While the ideal desired implementation would be somewhat similar to the desired WEB ADF based example on the following page, it is difficult to achieve due to differences between the ArcGIS Server WEB ADF and JavaScript API, which MapOptix is based upon. CPI in .r° P. dl +* Q I Contract # While GeoNorth can alter the orientation and location of the zoom slider provided with the JavaScript API, we can't integrate this into a custom navigation tool. However the ExtJS library has a slider tool that can be used to develop a navigation slider that can be integrated with a custom tool bar. GeoNorth will develop a custom floating navigation window that will contain the following tools; Zoom In, Zoom out, Pan; and Full Extent. It will have a zoom slider and a pan navigation control. The floating navigation tool bar will have an initial default placement and can be repositioned later by the user. The user defined placement will not be stored Hours: 34 Est. Cost: $4,250 Project Management and Coordination Provide project management and coordination with the City Project Manager. Hours: 6 Est. Cost: $900 Total Hours: 74 • Total Estimated Cost: $9,400 • ' 3GLPINC -01 KEKA ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM / °D/YYYY) 1/ • 8/2010 PRODUCER (907) 297 -7300 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ' Wells Fargo Insurance Services USA, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1500 W. Benson Blvd. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. • Suite 102 ' Anchorage, AK 99503 -3656 • • INSURERS AFFORDING COVERAGE NAIC # INSURED ' 3GLP, Inc. INSURER A: St. Paul/Travelers . DBA GeoNorth, LLC & Public Knowledge Systems, INSURER B: Hudson Specialty Insurance Co. 37079 • LLC - P.O. Box 111586 INSURER C: . Anchorage, AK 99511 -1586 INSURER D: INSURER E: • COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE DATE IMMIDD/YYI DATE IMMIDD/YYl LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY TTO9402442 - 7/1/2009 7/1/2010 PREMISES (Ea occurence) $ 250,000' ' CLAIMS MADE X OCCUR MED EXP (Any one person) $ ' 10,000 PERSONAL 8 ADV INJURY $ 1,000,000 • GENERAL AGGREGATE $ 2,000,000 • GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY PRO LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 A ' • ANY AUTO TT09402442 7/1/2009 • 7/1/2010 (Ea accident) , ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS _ - (Per person) - X HIRED AUTOS ' X NON -OWNED AUTOS, (e� accident) $ PROPERTY DAMAGE $ • (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO EA ACC $ • OTHER THAN ,AUTO ONLY: AGG $ EXCESS /UMBRELLA LIABILITY - - - - EACH OCCURRENCE $ OCCUR CLAIMS MADE ,AGGREGATE $ • - DEDUCTIBLE $ . RETENTION $ - $ _ _ _ - WORKERS COMPENSATION AND - _ _ __ - _ - _ - _ _ _ X WC - O ' TORY- LIMIT S LIMIT - — ER R A E MPLOYERS LIABILITY HACRUB6591C25909 7/1/2009 7/1/2010 _ E.L. EACH ACCIDENT $ �� _ v 1,000,000 - ANY PROPRIETOR/PARTNER/EXECUTIVE - OFFICER/MEMBER EXCLUDED? 1,000,000 E.L. DISEASE - EA EMPLOYEE $ If yes, describe under - • 1,000,000 SPECIAL PROVISIONS below - - E.L. DISEASE - POLICY LIMIT $ OTHER B Errors & Omissions EMH311077 . 7/1/2009 7/1/2010 Each Claim /Aggregate - $1,000,000 B' Errors & Omissions EMH311077 7/1/2009 7/1/2010 Deductible Each Claim $25,000 . ' DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT -I SPECIAL PROVISIONS Executive Officers are INCLUDED in Workers Compensation coverages. - Evidence of Insurance • � ' • • - CERTIFICATE HOLDER • CANCELLATION- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ' City of Tigard DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN • Joseph Barrett • 13125 SW Hall Blvd. NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Fax: (503) 684 -7297 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Tigard, OR 97223- REPRESENTATIVES. AUTHORIZED REPRESENTATIVE 0- ACORD 25 (2001/08) - © ACORD CORPORATION 1988 Iv 3GLPINC -01 KEKA IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) City of Tigard III CITY ADMINISTRATION — RECORDS TCGAR New Records Transmittal Department: Purchasing Account: 2000 Date: 1/12/10 Prepared By: Lynn Youn Extension: 2703 Dept. Box No.: Description Dates Retention Code 12/7/09- 1/31/10 PSC - Geo North for ArcGIS Server upgrade * * * TO BE COMPLETED BY RECORDS STAFF * * * Received by: Date Received: Medium: Clerk's Index: ❑ Yes ❑ No Access Index: ❑ Yes ❑ No Date of Entry: VOFS /Recoros/New Records Transmittal (10.22.07) TIGARD CITY OF TIGARD CONTRACT SUMMARY FORM (THIS MUST ACCOMPANY EACH CONTRACT BEFORE AUTHORIZATION SIGNATURE CAN BE ACQUIRED) Title of Contract: ArcGIS Service Project Contract #: (Assigned after execution) Contractor: Geo North Total: $ 1/ 61 Brief Overview Upgrade the Arc GIS Server with: Free Text Callout Labeling Tool, Navigation Tools (option 1 & 2), Project Management and Coordination Changes Made To Boilerplate Contract: • (add addi1u,iiil purges uceded) Type of Contract: ❑ Purchase Agreement ❑ Personal Service ❑ Construction ❑ Other Start Date: December 7, 2009 End Date: January, 31 2010 LCRB Award Date: Contract Manager: Preston Beck Extension: 2404 Department: IT Quotes /Bids /Proposals: COMPANY AMOUNT / SCORE - L • • i Department Comments: Department Signature Date: IL / 34e) Purchasing Comments: c� Purchasing Signature: Date: pt p ys l i) r Administration: f Date: 1 /WO Certificate of Insuranc ' -ceived? ❑ Yes ❑ No ❑ Self - Insured (Form Received) Business Tax Current? ❑ Yes ❑ No Contractor License Current? ❑ Yes ❑ No Federal TIN /1099 #: Bonds Required: ❑ Yes ❑ No Accounting String: Fund Division Account Total (, one 2 -30 7 – 51„cav* 7 c10-6—