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Lynx Technologies - GIS system maintenance and service - Amendment No. 1FIRST AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN CITY OF GILROY AND LYNX TECHNOLOGIES, INC. FOR ON -CALL GEOGRAPHIC INFORMATION SYSTEMS (GIS) SUPPORT SERVICES DATED DECEMBER 15.2013 WHEREAS, the City of Gilroy, a municipal corporation ( "City "), and Lynx Technologies, Inc. entered into that certain agreement entitled On -Call Geographic Information Systems (GIS) Support Services, effective on December 15, 2013, hereinafter referred to as "Original Agreement "; and WHEREAS, City and Lynx Technologies, Inc. have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Article 1, "Term of Agreement" of the Original Agreement shall be amended to read as follows: "This Agreement will become effective on August 4, 2015 and will continue in effect through December 31, 2017 unless terminated in accordance with the provisions of Article 7 of this Agreement." 2. Article 4, Section A "Consideration" of the Original Agreement shall have the second sentence amended to read as follows: "In no event however shall the total compensation paid to CONSULTANT exceed $200.000.00. 3. Article 5, Section D "Insurance" of the Original Agreement shall be amended to read as follows: "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 on a per occurrence basis, 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 or claim, and $2,000,000 aggregate; provided however, Professional. Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail' coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date 4845 - 8215 -55400 MDOLINGE104706083 of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms." 4. Exhibit "A" (Specific Provisions), Section II.A. "Notice to Proceed" of the Original Agreement shall be amended to include Maria Angeles as the designated City contact person for the scope of services included in this Amendment. 5. Exhibit "A" (Specific Provisions), Section V.H. "Notices" of the Original Agreement shall be amended to include Maria Angeles, Development Engineer as the City contact person who will receive the notices. 6. Exhibit "C" (Payment Schedule) of the Original Agreement shall be amended to add the Lynx Technologies, Inc. service cost and schedule with a contract amount not to exceed $200,000.00. 7. This Amendment shall be effective on August 4, 2015. 8. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 9. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CI OF OY LYNX TECHNOLOGIES, Inc. By: By: lLiz( [sig re] [signature] Thomas J. Haglund Patrick Kelleher [employee name] [name] City Administrator CEO [title /department] [title] Date: OD /1c0 /t5 Date: ��a L. I 1 'S Approved as to Form City Attorney 4845- 8215 -55400 MDOLINGER104706083 -2- EXHIBIT "C" PAYMENT SCHEDULE 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. g10 1MW Gilroy Schedule C 2015/16 2016/17 Total Cost Offsite Hours per Hours per Maintenance Month Month Basemap (Parcels, Addresses, Streets) 25 25 Utilities (Sewer, Water, Storm) 26 26 Additional Assets (Street Lights, Buildings, Signs) 5 5 Fire Department / CAD Updates 8 8 Other (e.g. Zoning, Transportation, Land Use, Tracts) 4 4 Ad hoc Requests 4 4 Project Management 8 8 Maintenance Subtotal 80 80 $ 124,800 Projects - New Content Item Cost Road Casings (Include Private and Public) 45 $ 2,920 Traffic Control & Street Signs 100 $ 6,500 Road Striping and Legends 100 $ 6,500 New Content Subtotal* $ 15,920 Hours Onsite & GIS Web Development per Hours per Month Month Database web service Admin / Mgmt. 8 8 Internal Site Development 8 8 Public Site Development 8 8 CM MS Development/ Administration 4 4 GIS User Group Meetings 0 2 Tiburon / PD CAD Issues 4 4 GIS Development Meetings 2 4 New Aerial Acquisition 0 4 Onsite and Web Subtotal 34 42 $ 59,280 Total $ 200,000 *Preliminary Estimate Mapping Requests (hard copy) Quoted per department not in scope) COST & SCHEDULE Additional Cost Schedule: Labor: All labor is based on $65 per hour for the term of this agreement Printing Fees: A -size: $2 B -size: $4 Other: $3 per sq. ft Laminating fees: $2 /sq R GPS Data Collection: $800 per day. Includes Leica 1200 RTK data collector and 1- person crew, travel 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. . AI�oR1 ® v CERTIFICATE OF LIABILITY INSURANCE DATE (MM / Y) 08/31/2015 2015 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. 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 StateFarm 1215 Mission St. Santa Cruz, CA 95060 CONTACT Aleene Althouse NAME: PHONE 831 -420 -1555 AX Ne :831 460 -1120 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :State Farm General Insurance Company 25151 INSURED Lynx Technologies Inc. 1350 41st Avenue, Suite 202 Capitola, CA 95010 INSURER B :State Farm Fire and Casualty Company 25143 INSURER C: 05/16/2016 INSURER D: $ 1,000,000 INSURER E: PREM SES Ea occurrence) INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 ADDL SUBR POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR 97- QE- 4200 -7 0511612015 05/16/2016 EACH OCCURRENCE $ 1,000,000 PREM SES Ea occurrence) $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT F7 LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Peraccident $ UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ OED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N ! A 97- BO- W731 -8 05/16/5015 05/16/2016 I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) L.GFC 1 IrR.A I t MULUtK UANGtLLA 1 IUN City of Gilroy, its officers and employees 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Donna S e d a Digitally signed by Donna Selo DN: cn =Donna Saida, o =State Fann, ou, email mdonna.seds.dt2y@statefarm.mm, c-US Data: 2015.08.3111:58:51 -07"00' ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 1001486 132849.9 02 -04 -2014 ACORN® VEHICLE OR EQUIPMENT CERTIFICATE OF INSURANCE DATE(MM/DD/YYYY) 08/31 /2015 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 StateFaril l Aleene Althouse Agency 1215 Mission Street CONTACT Aleene Althouse NAME: PHONE Ext ; 831- 420 -1555 ac NI I: 831 - 460 -1120 ADDRESS: PRODUCER CUSTOMER ID #: Santa Cruz, CA 95060 INSURERS) AFFORDING COVERAGE NAIC # BODILY INJURY (Per person) INSURED INSURER A: State Farm Mutual Automobile Insurance Company 25178 Kelleher, Patrick INSURER B: INSURER C: GENERAL LIABILITY OCCURRENCE CLAIMS MADE 1350 41 st Ave Ste 202 INSURER 0: Capitola, CA 95010 INSURER E: GENERAL AGGREGATE is DESCRIPTION OF VEHICLE OR EQUIPMENT YEAR 2013 MAKE / MANUFACTURER Mini MODEL Cooper BODY TYPE Conv VEHICLE IDENTIFICATION NUMBER WMWSY3C57DT594095 DESCRIPTION POLICY EXPIRATION DATE (MM /DD/YYYY) SERIAL NUMBER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICY(IES) OF INSURANCE LISTED BELOW HASMAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD(S) 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 POLICY(IES) DESCRIBED HEREIN IS /ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICY(IES). INSR LTR AOD'L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM /DD/YYYY) POLICY EXPIRATION DATE (MM /DD/YYYY) LIMITS A DESCRIPTION OF THE ADDITIONAL INTEREST X ADDITIONAL INSURED LOSS PAYEE VEHICLE LIABILITY 288 4299- E29 -05 05/29/2015 11/29/2015 COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ 1000000 BODILY INJURY (Per accident) $ 1000000 PROPERTY DAMAGE $ 1000000 GENERAL LIABILITY OCCURRENCE CLAIMS MADE EACH OCCURENCE $ GENERAL AGGREGATE is $ INSR LTR LOSS PAYEE TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM /DD/YYYY) POLICY EXPIRATION DATE (MM /DD/YYYY) LIMITS / DEDUCTIBLE VEH COLLISION LOSS ❑ ACV ❑ AGREED AMT ❑ ❑ STATED AMT $ LIMIT $ DED VEH COMP VEH OTC ❑ ACV ❑ AGREED AMT ❑ ❑ STATED AMT $ LIMIT $ DED PROPERTY BASIC H BROAD SPECIAL ❑ ACV ❑ AGREED AMT ❑ RC ❑ STATED AMT ❑ $ LIMIT $ DED REMARKS (INCLUDING SPECIAL CONDITIONS I OTHER COVERAGES) (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) ADDITIONAL INTEREST CANCELLATION Select one of the following: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED X The additional interest described below has been added to the policy(ies) listed herein by policy number(s). BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE A request has been submitted to add the additional interest described below to the policy(ies) DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. listed herein b policy numbers . VEHICLE / 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 and Employees LOAN / LEASE NUMBER 7351 Rosanna St. Gilroy, CA 95020 AUTHORIZED REPRESENTATIVE Donna Seda �r:IDSOr.]t5:55400N0 mmu.C�alyenwM1mmm.wus © 1997 -2010 ACORD CORPORATION. All rights reserved. ACORD 23 (2010105) The ACORD name and logo are registered marks of ACORD 1004361 142987.2 01 -28 -2013 . f Policy No. 97- QE4200 -7 FE -6609 A 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. A ® CERTIFICATE OF LIABILITY INSURANCE D09/04//2015 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(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 NAME: Chris Shepherd Professional Ins. Assoc. /Shepherd & Associates PHONE 408 -526 -1112 FAX, N.): 408 - 526 -1777 1100 Industrial Road, #3 E-MAIL RESS: chris@shepherd-insurance.com INSURER(S) AFFORDING COVERAGE NAIC e San Carlos, CA 94070 INSURERA: HISCOX Insurance Company, Inc. EACH OCCURRENCE INSURED Lynx Technologies, Inc. 1350 41st Avenue INSURER B: CLAIMS -MADE ❑ OCCUR INSURER C: INSURER D: INSURER E: Capitola CA 95010 INSURER F COVERAGES CERTIFICATE NUMBER: RFVISInN NIIMBFR- 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 POLICY NUMBER M� Y EFF =ICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE ❑ OCCUR DAMAGE TO RE D S S rrr rice $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'LAGGREGATE LI MIT APPLIES PER: POLICY El ECT F LOC GENERAL AGGREGATE $ PRODUCTS - COMPIOP AGG $ $ OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ant $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE accident $ HIRED AUTOS NON -OWNED AUTOS UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR C DED RETENTION $ WORKERS COMPENSATION PER TH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORMARTNER/EXECUTIVE OFFICERIMEMSER EXCLUDED? N/A 1E OR E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOY $ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability/ E &O Coverage UDC- 1627864 -EO15 09/04/1509/04/11 $1,000,000 per claim and in the aggregate. Subject to a $10,000 deductible per claim DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached If more space Is required) Evidence of Professional Liability Coverage a.crn r rrn.rl r c nviucR City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ECPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. )RIZED REPRESENTATIVE F Chris Shepherd ACORD CORPORATION_ All rinhis raniarvwd ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD