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Lynx Technologies - GIS system maintenance and serviceAGREEMENT FOR SERVICES (For contracts over $5,000) 441, This AGREEMENT made this 15 day of ,,ea. % , � between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Lynx Technologies, Inc. , having a principal place of business at 1350 41St Ave, Suite 202 Capitola, CA 95010. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on December 15, 2013 and will continue in effect through December 31, 2015 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONSULTANT STATUS It is the express intention of the parties that CONSULTANT is an independent CONSULTANT and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in 1MDOLINGER11070823.1 -1- 101712 -04706083 Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "C" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $60,840.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "C ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." IMDOLINGER11070823.1 -2- 101712- 04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish evidence of such coverage 1MDOLINGER11070823.1 -3- 101712- 04706083 (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; 0 CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this WDOLINGEM1070823.1 -4- 101712- 04706083 Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done IMDOLINGER11070823.1 -5- 101712 -04706083 toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subCONSULTANTs performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subCONSULTANTs, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every CONSULTANT or subCONSULTANT under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting 1MDOLINGER11070823.1 -6- 101712- 04706083 practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subCONSULTANT. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 1MDOLINGER11070823.1 -%- 101712- 04706083 K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Lynx Technologies, Inc. By: � 8 4- z 4e 12,44— Name: Patrick Kelleher Title: CEO Social Security or Taxpayer Identification Number 26- 1717677 Approved as to Form CITY: OF GILROY By: Name: Thomas J. Haglund Title: City Administrator ATTEST: City Attorney bLPu r`i Ci# Clerk 1MDOLINGER11070823.1 -8- 101712-04706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Patrick Kelleher, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Teresa Mack shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. WDOLINGEM1070823.1 -1- 101712 -04706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. IMDOLINGER11070823.1 -2- 101712 -04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. IMDOLINGER11070823.1 -3- 101712- 04706083 H. NOTICES. Notices are to be sent as follows: CITY: Teresa Mack Development Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Lynx Technologies, Inc. 1350 41St Ave., Suite 202 Capitola, CA 95010 FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. WDOLINGEM1070823.1 -4- 101712 -04706083 EXHIBIT "B" SCOPE OF SERVICES IMDOLI NGER11070823.1 101712 - 04706083 EXHIBIT "C" PAYMENT SCHEDULE IMDOLINGER11070823.1 101712 - 04706083 SECTION D: WORK PLAN Three broad areas of technical GIS consulting underscore our proposal: A) On -going maintenance, B) General GIS consulting services, and C) Work plan for Enterprise GIS development. A) Oneoin Maintenance Ongoing maintenance of the existing map features including basemap, parcel polygons, street centerlines and infrastructure, has been an art in which the Lynx Technologies staff is well practiced. We have worked with the City for many years developing timely updates and maintenance procedures. We have proven that a 30 -day update cycle of all theme feature classes is feasible. Indeed, the synergy between Lynx and the City has been one example of a successful public /private partnership. Moreover, our familiarity with the City's data and current maintenance work flow, as well as the close working relationship established with the City of Gilroy, reflects the lowest possible risk/investment for continued success. A shortcoming of our past performance is consistent exchange and communication with City staff, which, in part, extended from the recent fiscal crisis that has plagued the business community and government organizations since 2008. We have slowly recovered over the last two years and, under this agreement, we will improve our communication with the City GIS staff in the following ways: 1) Lynx/City staff will have a one -to -one communication network; assign Lynx staff member for each City staff member assigned to a specific specialty, 2) Dedicated Lynx staff onsite on a weekly basis. The purpose is: a) coordinate all GIS - related work, b) exchange data, c) status briefings with the City's project manager and d) set long term goals and report progress quarterly 3) Internal Lynx staff meetings each month to exchange meeting minutes and summarize priorities. All requests will be processed within a 30 -day cycle. The following data sets are commonly affected within this cycle: Parcel Baseman Parcel Polygons Parcel Lotlines Easements Street Improvements: Edge -of- Pavement Face -of -Curb Back -of -Walk Medians Situs Address Annotation Street Name Annotation (multiple scales) Street Centerlines Tiburon CAD (onsite) Utilities Water Sanitary Sewer Storm Drain Storm Drain Basins Lynx Technologies Cite oj'Gih•op GIS Page 10 of 16 SECTION D: WORK PLAN Fire / Public Safety General Map Annotation Response Districts Station Boundaries District Boundaries Map Page Annotation Wall Map Annotation & Layout Features Appurtenance — Point Features (e.g. FDC, Callbox, Knox, Gates etc) Appurtenance — Line Features (e.g. driveways) Police Reporting Districts Police Beats Other Assessor's Data Building Footprints — Public Facility, Industrial/Commercial, High Density EOC Support Layers City Limits Zoning (Polygon, Annotation, Leaders) Census Tract, Block Group, Block Tract Boundaries Water Features (Creeks, Channel, Lakes Aqueduct) Annexation Overlay Products Supported (PDF Files) The following PDF maps are included and will be maintained on the same 30 -day cycle. (Note printing and laminating costs are an additional charge, see Cost Schedule): • Zoning Map • Land Use Map • Water, Sewer, and Storm Drain Utility Atlas Maps • Fire Department Run Maps • Citywide Map for Fire • Citywide Map for Community Development Lynx hosts a website for the Gilroy Fire Department that allows staff to download updated run maps in pages, and as a linked ebook. This site will be maintained until the full implementation of the Enterprise system proposed below. Lynx will also work with the Santa Clara County Assessor's Office and develop an agreement for regular, no -cost monthly exchange of digital updates. We have successfully implemented this agreement in the Town of Los Gatos, and in other counties. This measure could potentially eliminate the need for purchasing this data from outside parties and save the City thousands of dollars per year in subscription costs. Updates will follow the MURF /Work Order system requests used in past 30-day maintenance cycles. Generally, all data will be digitized using the most accurate method given the available resources. Landbase updates for example will be digitized using metes and bounds descriptions from record drawings. All overlay features will use object snapping procedures. Lynx will transition all data to an Enterprise geodatabase format and will follow general design and implementation guidelines set by the City and the Enterprise system development discussed below. Lynx Technologies Cite of Gilro►, GIS Page I1 of 16 SECTION D: WORK PLAN B) Ongoing GIS Consultine Services The following themes and projects reflect outstanding GIS data gaps in city-owned assets or projects that can be developed with the new fiscal year under the proposed agreement. Both onsite and offsite resources will be utilized including GPS data collection. The tasks listed below are simply a guide based on our knowledge of the City's GIS inventory. Actual work will be defined and prioritized by City staff, and a timeline developed for each project, but no additional cost will be incurred. In other words we will work within the budgeted allocation; if for example, a low maintenance month will be balanced with project -level work. • Acquisition of new aerial photography • Easements • R/W and Street Improvements • Tract / Record Map Boundaries • Street Striping and Legends • Tree Inventory • Street network applications such as Pavement Condition using ArcGIS Linear. Referencing technology • GASB Inventory and reporting Lynx will also review the landbase throughout the city to identify rectification issues and new construction. Lynx Technologies will also be available for specific ad -hoc projects as they are prioritized, or wherever deadlines are critical. For example, we helped the Transportation engineer earlier this year to create demonstration maps for the OBAG Grant and other Transportation Projects proposals. We also started to work with the Planning department to look at the new procedures for regional habitat preservation in the development process. Lynx Technologies City of Gilroy GIS Page 12 of 16 SECTION D: WORK PLAN C) Enterprise GIS Development The City of Gilroy's GIS environment provides a re- construction opportunity that we are very excited to implement. There is too much work that needs to be accomplished to complete a built - out Enterprise system for all stakeholders in one year alone. However, our plan will implement a complete makeover quickly and the initial stages fully functional within 3 to 6 months. Moreover, our cost to accomplish the work involved is designed to minimize the impact to the city. Specifically, initially Lynx staff will invest a small amount of extra time to work with IT to configure, install and set up the initial hardware and software, and then use the weekly onsite budget to develop the Enterprise GIS. The immediate Work Plan (3 — 6 months) will meet the following milestones: • Renew the ESRI Maintenance Agreement • Bring all ArcGIS Clients current (Version 10.2) • Upgrade one license to ArcGIS Standard • Purchase, install, and configure an Enterprise Geodatabase (GDB) using ESRI's ArcSDE and MS SQL Server 2008 R2 • Purchase, install and configure ArcGIS Server Standard Edition • Load all existing City data to the Enterprise GDB • Purchase, install and configure Latitude Geographic's Geocortex Essentials Web application development framework • Develop GIS Website using Geocortex and ArcGIS Server technologies • Training for City Staff on ArcGIS Desktop and the new GIS web site The website is key to this discussion; clearly the City depends on the existing MapGuide system and most if not all of the GIS Users depend on it as the sole means to access spatial data. The first 6 month work plan will focus on transitioning all layers and functionality to the new ArcGIS / Geocortex based site. Specific functions that will be implemented within this period include: • Full display control (Zoom, Pan, Zoom Previous, Zoom Extents, Zoom To Scale) • Search: by Address, by APN, or by Place (Schools, Parks, Public Facility) • Bookmarks (New) • Identify Query on any city-owned asset (the current system is limited) • Export data to comma delimited file • Printing (Enhanced, will include several formats (PDF, TIFF, JPG), 8 -'h x 11, 11 x 17 landscape and portrait, several scales and customizable title and notes) • Parcel Feature Reports (New). These are map embedded full -text reports • Buffering • Hyperlinks (New) • Utility Maps • Assessor Maps • Google Street View (New) • Store Custom Projects (New) • Full Redline Markup (New) • Advanced Spatial and Attribute Query (New) Lynx Technologies Cin, of Gilroy GIS Page 13 of 16 SECTION D: WORK PLAN The second six month period will focus on three core tasks: 1) Develop an integrated maintenance environment; this is the MURF system described above for the City of Livermore. The system will be embedded in the GIS Web Viewer and it will be accessible to any staff member within the City. Once completed the MURF should eliminate the need for a separate system for fire and will integrate with the City's email system so that all parties involved are aware of the current status of change requests 2) Document the existing database design and system. We believe that is critical to provide context to the GIS and provide a means to improve the Enterprise for future business processes. Specifically, we propose to: • Build data a data model diagram(s). • Metadata standardized using Federal Geographic Data Committee (FGDC) standards, published and available on -line to the public and City staff. • Document existing GIS usage and maintenance workflows through stakeholder interviews. 3) Expand usage and functionality of the GIS. This will be accomplished through several strategies: GIS User Group. Meetings to be arranged monthly and designed to solicit feedback and promote enhancement and development of the system Training. This will include One-on -one and/or small groups, and for ArcGIS Desktop and Web Users Data and Application Development. Many city-owned assets have not been developed for critical functions such as ADA Compliance, Sidewalk Repair, Street Sweeping and Solid Waste Routing, and Economic Development. Other web - applications such as heat map analysis, crime and fire incident reporting / clustering maps can be developed to enhance the system for public works and public safety. Finally, the longer -term work plan, i.e. greater than one year, we propose some ideas: 1) Stakeholder Ownership. Ultimately, we foresee integrating the city's stakeholders and the existing maintenance tasks so that Lynx works as an ArcSDE Client to the City's Enterprise system in a versioned, two -way synchronized editing environment. 2) Public Access to Spatial Data. Web -based GIS functions will help with core missions for the city: enhanced public service and relief for City staff. Common examples include: a) self -serve access to parcel information like zoning, flood and hazard information, b) public access to crime data within city neighborhoods, c) downloadable data re: public access. 3) Field Based Applications. Provide web -based applications for smart phones and tablets so that public works and community development staff can have read and write access to the GIS data. Lwrr Technologies City of Gilroy GIS Page 14 of 16 SECTION F: EXPECTATIONS OF THE CITY Maintenance. We have few expectations of the City beyond the schedule and available staffing established in the past. In order to improve communications, we would like to document a contact matrix, similar to that proposed for our staff. Specifically, it will help if we understand what `editing' requests can be authorized. For example: Teresa Mack — Project Manager Sandra Meditch — ParcelBasemap Dan Aldrige- Utilities Greg Lopez - Fire Theresa Hernandez — CAD Changes We also stress that the MURF (map update request form) accompany the following basemap documents for all new construction: Tract or Parcel map, Assessors Parcel Map, and Improvement Drawings. Without this last document, the basemap elements (FOC, EOP etc.) cannot be completed. General GIS Services should have minimal impact on City staffing. City staff including technical and senior GIS /IT personnel should be available for breakout sessions and planning /implementation meetings. Generally these will be prearranged monthly intervals. Lynx Technologies 00 of Gilroy GIs Page 15 of 16 SECTION E: COST & SCHEDULE All costs are based on an hourly rate of $65 except where noted. Costs include all travel time, overhead expenses, project management, and cost of materials. Note: hardware costs are not included in this estimate. Also, the cost for software is intended for budgeting purposes only, these are not direct costs or agreements with Lynx. The purchasing and licensing of all software will be between the City of Gilroy and the software vendor. Lynx will facility the acquisition of quotes, downloading, installation and configuration as part of the labor fees in Item 4 below. 2 3 GIS Server Software 3a erver Enterprise tan and �-- �� 3b 4 InsfaltatiDn, Set-up, Cd3fiprll ratinn 75 5 487S Sub -Total - Software, Database, Web Upgrade 5 GIS Consulting Service Onsite Consulting 384 $ 24,960 6 GIS Consulting Service Offsite Maintenance 552 $ 35,880 Sub -Total - Maintenance and Support Services $ 60,840 / Additional Cost Schedule: Labor: All labor is based on $65 for the term of this agreement Printing Fees: A -size: $2 B -size: $4 Other: $3 per sq. ft Laminating fees: $2 /sq ft GPS Data Collection: $800 per day. Includes Leica 1200 RTK data collector and 1- person crew, travel SECTION E: COST & SCHEDULE * Maintenance Costs. These estimates are based on actual times, averages over the past 13 months. ** General GIS Services. All additional theme data is included, limited to the existing budget. GPS based development is additional. For example Street Signs, traffic control devices and tree inventory are additional based on the fee schedule above. The research for new aerial imagery is included in the above fees, actual acquisition of aerial imagery is not included. * ** GIS Consulting Enterprise Development. Data loading and testing is included as part of this task however, data configuration or development is included. Schedule Maintenance is scheduled on a monthly basis with progress reports will be quarterly and project management meetings on a monthly basis. General GIS Consulting services will be as- available. Priorities and time schedule will be developed prior to commencement of actual work performed. Enterprise planning and design meetings will be scheduled separately from Basemap Maintenance meetings. This can be easily managed by scheduling a full day at the City. For example, monthly basemap meetings are generally held in the morning from 9:30 — 11:30 and Enterprise planning meetings held after lunch from 1:30 — 3:30. Onsite will be weekly, one -day including travel time. Patrick Kelleher will be responsible for onsite work. Onsite will include coordination with the City, Tiburon CAD updates, database administration and web development. ,4coR °� CERTIFICATE OF LIABILITY INSURANCE 00ATE (MMIDD) 6/25/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CER71FICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSUREII AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Aleene Althouse Agency PADDRESS� leene Althouse 346 Union St Ste 2 : (831) 420 -1555 arc 831-460-1120 Santa Cruz, CA 95060 INSURER 5 AFFORDING COVERAGE NAIC b State Farm General Insurance Company 25151_ INSURED Lynx Techrlelogles Inc INSURER B :State Fafm Flfe erld_Casuattv COm an 25143 1350 41 st Ave Ste 202 INSURER C: Capitola, CA 95010 INSURER D : __ INSURER F: Cr]VFRAr;F3 CFRTIFICATF NLIMRFR• RFVI-R[ON NIIMlI THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE JA I S POLICY EFF POLICY NUMBER MMIDO/YYYY POLICY EXP MMlDDIYYYY LIMITS A GENERAL LIABILITY — E 97-QE- 4200 -7 0511612013 0$11612014 eACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY � DAMAGE 10 PREMISES E1occwrence S 300,000 CLAIMS-MADE FI OCCUR MED EXP.(Any one person) s . 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMITAPPLIESPER PRCOUCTS- COMP2PAGG 2,000,000 j POLICY I PRO- LOC JECT _ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accdent $ ANY AUTO i UODILY INJURY (Per person) S _ l ALL OWNED 1 SCHEDULED L�I AUTOS ' AUTOS S I BODILY INJURY (Per eCtidOrlC} HLRED AUTOS NON -OWNLO AUTOS PROPERTY DAMAGE Per accident S $ I j I UMBRELLA LIAR OCCUR 1 EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE S AGGREGATE DED RFTFNTION S F-1 S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y r N ANY PROPRIETOR/PARTNERIEXECLnIVE � OFFICEIMEMBER EXCLUDED! NIA 97-BS-U641-9 0511612013 0511612014 WC STATU- i DIM- TORY LIMITS B E.L. EACH ACCIDENT S 1.000,000 E L. DISEASF - FA F.MPI.OYE S 1,000,000 (Mandatory M NH) I E. L. DISEASE - POLICY LIM IT S 1,000.000 If yes, describe under DESCRIPTION OF OPERATIONS! LOCATIONS I VEHICLES (Attach ACORD 101, Additional ROMAt" Schedule, if more apace Is requlred) Add4ionai Insured: The City of Gilroy Its Officers, Representatives, Agents and Employees 7351 Rosanna St Gilroy, CA 95020 CERTIFICATE HOLDER CANCEL _I ATION ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered !narks of ACORD 1001486 132849.7 03.01 -2012 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOR! D REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered !narks of ACORD 1001486 132849.7 03.01 -2012 ACORD� VEHICLE OR EQUIPMENT CERTIFICATE OF INSURANCE OATE (MMfDD1YYYY) 1*_� 12/1 772013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER- This form is used to report coverages provided to a single specific vehicle or equipment. Do not use this form to report liability coverage provided to multiple vehicles under a single policy. Use ACORD 25 for that purpose. PRODUCER CONTACT Aleene Atthouse NAME: Sfdtt'Fc7r1T7 Ateene Althouse Agency PHONE Ext ; 831 -420 -1555 ac Ne . 831 -460 -1120 346 Union St Ste 2 ADDRESS: Santa Cruz. CA 95060 PRODUCER encrnraFV rn e INSURED Kelleher, Patrick 1350 41 st Ave Ste 202 Capitola, CA 95010 DESCRIPTION OF VEHICLE OR EQUIPMENT INSURERS) AFFORDING COVERAGE NAIC 0 INSURER A: State Farm Mutual Automobile Insurance Company 25178 INSURER H : INSURER 0 YEAR 2013 MAKE I MANUFACTURER MINI MODEL COOPER BODY TYPE CONV VEHICLE IDENTIFICATION NUMBER WMWSY3C57DT594095 DESCRIPTION 6s .ed herein by olio nemberie . SERIAL NUMBER COVERAGES CFRTIFICATF NIIMRFR- REVISION NIIMRFR- THIS IS TO CERTIFY THAT THE POLICY(IES) OF INSURANCE LISTED BELOW HASlHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD(S) INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICY(IFS) DESCRIBED HEREIN ISIARE SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICY(IES). INSR ADO Li 6s .ed herein by olio nemberie . - POLICY EFFECTIVE POLICY EXPIRATION NAME AND ADDRESS OF ADDITIONAL INTEREST _ - LTR INSRO TYPE OF INSURANCE POLICY NUMBER DATE (MrVUDDNYYY) DATE (MM7DDNYYY) LIMITS AU ED REPRESEN TAT) VEHICLE LIABILITY COMBINED SINGLE LIMIT S BODILY INJURY (Per Person) S 1,000,000 A 288 4299- E29 -05 11!2912013 05/29/2014 BODILY INJURY (Per acodent) S 1,000,000 PROPERTY DAMAGE S 1,000,OOD GEN ERAL LIABILITY EACiI OCCURENCE $ OCCURRENCE GENERAL AGGREGATE S CLAIMS MADE S INSR LOSS POLICY EFFECTIVE POLICY EXPIRATION LTR PAYEE TYPE OF INSURANCE POLICY NUMBER DATE (MWOONYYY) DATE (MMIODTYYYY) LIMITS) DEDUCTIBLE VEH COLLISION LOSS ❑ ACV ❑ AGREED AMT $ UICT ❑ ❑ STATED AM $ DED VEH COMP VEH OTC w ❑ ACV ❑ AGREED AMT S LIMIT T ❑ ❑ S7A7ED AMT S DED PROPERTY ❑ ACV ❑ AGREED AMT BASIC BROAD ❑ RC ❑ STATEDAMT S LIMIT SPECUti ❑ S DED REMARKS (INCLUDING SPECIAL CONDITIONS I OTHER COVERAGES) (Attach ACORD 101, Additiormt Remarks Schedule, ft more apace la required) AL)UI I IUNAL IN TERtST CANr'FI I ATIr)N Select one Of the following: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED additional Interest described below has been added to tee peticytesl:isted herein by policy number(s). BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE IThe A *quest has beer. wbrnitied to add the additional interestdescribod below to the poicy(ies) DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 6s .ed herein by olio nemberie . VE141CLE l EQUIPMENT INTEREST: LEASED FINANCED DESCRIPTION OF THE ADDITIONAL INTEREST X ADDITIONAL INSURED LOSS PAYEE NAME AND ADDRESS OF ADDITIONAL INTEREST _ - The City of Gilroy LENDER'S LOSS PAYEE Its Officers.. Officials, Employees and Volunteers LOAN I LEASE NUMBER 7351 Rosanna St Gilroy, CA 95020 f AU ED REPRESEN TAT) nr -ZUTU AIL URIJ UUHPUKAI ION. All rights reserved. ACORD 23 (2010105) The ACORD name and logo are registered marks of ACORD 1004361 1429872 01 -26 -2013 Policy No. 97- QE4200 -7 FE -6609 tTAT1 111Y SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 97- QE4200 -7 Named Insured: LYNX TECHNOLOGIES INC Additional Insured (include address): THE CITY OF GILROY ITS OFFICERS REPRESENTATIVES AGENTS & EMPLOYEES 7351 ROSANNA ST GILROY CA 95020 -6196 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box. Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. FE -6609 Printed in U.S.A.