GeoNorth - i
Contract#
CITY OF TIGARD,OREGON
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this Th 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 3151 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: C.v,vc k L-e w u
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: 12reston@tigard-or.gov Email Address: C,,Lk w(s
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 workers 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 Contractors 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:
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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.
s
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.
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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� �p CONTRACTOR
By:Authorized City staff By: Authorized Agent of Contractor
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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.
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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
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3GLPINC-01 KEKA
ACORD,, CERTIFICATE OF LIABILITY INSURANCE °AT1/81201YYYY)
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=L
POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION
TYPEINSURANCELTR C / LIMITS
GENERAL LIABILITYEACH OCCURRENCE $ 1,000,000
A X COMMERCIAL GENERAL LIABILITY TT09402442 - 7/1/2009 7/1/2010 pREMISE�S(Ea oRccurence $ 250.00
CLAIMS MADE X OCCUR MED EXP(Any one person) $ 10,00
PERSONAL&ADV INJURY $ 1,000,00
GENERAL AGGREGATE $ 29000,00
.GE N'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,00
X I POLICY PRO- LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00
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� INJURY
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 $ $
TATUWORKERS COMPENSATION AND- _ ___ X WC -LIMIT 0TH- _
EMPLOYERS'LIABILITY TORY-LIMITS - -ER
A
ANY PROPRIETOR/PARTNERlEXECUTNE HACRUB6591C25909 7/1/2009 7/1/2010! E.L.EACH ACCIDENT $�� v 1,000,00
-
OFFICER/MEMBER EXCLUDED? 1,000,00
- E.L.DISEASE-EA EMPLOYEE $
If yes,describe under 1,000,00
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
BErrors&Omissions EMH311077 7/1/2009 7/1/2010 Deductible Each Claim $25,00
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT-/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
O`
ACORD 25(2001/08) 0 ACORD CORPORATION 1988
' 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)
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IsCity of Tigard
CITY ADMINISTRATION—RECORDS
New Records Transmittal
Department: Purchasing Account: 2000 Date: 1/12/10
Prepared By: Lynn Young Extension: 2703 Dept. Box No.:
Description Dates Retention Code
PSC - Geo North for ArcGIS Server upgrade 12/7/09-1/31/10
* * * 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)
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CITY OF TIGARD
CONTRACT SUMMARY FORM
(THIS MUSTACCOMPANYEACH CONTRACT BEFOREAUTHORIZATION SIGNATURE CANBEACQUIRED)
Title of Contract:ArcGIS Service Project Contract#: (Assigned after execution
Contractor: Geo North Total: 9 q00
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:
(rdcl�acl!lilioru�/��rges i/
uc<<!ed)
Type of Contract: ❑ Purchase Agreement ❑ Personal Service ❑ Construction ❑ Other
Start Date: December 7,2009 End Date: anu ,31 2010 LCRB Award Date:
Contract Manager:Preston Beck Extension: 2404 Department: IT
Quotes/Bids/Proposals: COMPANY AMOUNT / SCORE
Department Comments:
Department Signature Date: lZ 3o p
Purchasing Comments: e�
Purchasing Signature: Date: p CXo j
Administration: f Date:
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