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Agreement - Lynx Technologies, Inc. - 4th Amendment - Signed 2018-07-31
City of Gilroy Agreement/Contract Tracking Today’s Date: August 2, 2022 Your Name: Monica Sendejas Contract Type: Services over $5k - Consultant Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 7/31/2018 Contract Expiration Date: 7/31/2023 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Lynx Technologies, Inc. Contract Subject: (no more than 100 characters) 4th Amendment to the Agreement for Services Between the City of Gilroy and Lynx Technologies, Inc. Contract Amount: (Total Amount of contract. If no amount, leave blank) $351,815.00 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- FOURTH AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF GILROY AND LYNX TECHNOLOGIES, INC. WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Lynx Technologies, Inc. entered into that certain agreement entitled “Agreement for Services”, effective on July 31, 2018, 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. The first paragraph of Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Amendment will become effective on July 31, 2018 and continue in effect through July 31, 2023 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. Article 4, Section A (Consideration) of the Original Agreement shall be amended to read as follows: “In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $351,815. 3. Exhibit “B” (Scope of Services) of the original agreement is hereby replaced with the attached Exhibit “B”. 4. This Amendment shall be effective on August 2, 2022. 5. 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. 6. 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. DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- CITY OF GILROY LYNX TECHNOLOGIES, INC. By: By: [signature] Jimmy Forbis [signature] Patrick Kelleher [employee name] City Administrator [name] CEO [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 8/2/20228/9/2022 TABLE B – Scope of Services and Breakdown of Labor Categories Item 2022/2023 Hrs./ Month Hourly Rate $ / Month $ / Year 1.A Public Works Maintenance: Land base mapping, addresses, streets, parcels, utilities (water, sewer, storm) 1.B Planning Maintenance: overlays for downtown, general plan, zoning, planning maps: VMT, PUDs, farmland, CEQA IS, agency data imports), 1.C Fire Department Maintenance Monthly street and address database updates. Wall map updates 1.D Police CAD Updates Approximately every 4 weeks, update GIS Address points and Streets in Police Dept. CAD template Maverick Mapping software. 1. Import into the Test environment, verify addresses and streets for updates. Fix any problems that might arise. 2.Back up current Live maps and data, Import into the Live environment Dispatch will confirm to make sure everything is working correctly. If there are any problems the CAD will be switched back to the previous version. 65 8.7 2.6 3.5 $75 $75 $75 $75 $4,865 $650 $195 $260 $58,390 $7,800 $2,340 $3,120 EXHIBIT "B" SCOPE OF SERVICES DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A Item 2022/2023 Hrs./ Month Hourly Rate $ / Month $ / Year 2.1 GIS Web Viewer, Development, and Administration: With new City implemented and more robust web viewer using ArcGIS Server and Geocortex environments: Simplify public noticing tool, integrate MTC data with City’s GIS to allow for more advanced reporting, improve Planning Dept. vicinity map, add a tool for track changes, and improve search tools. Increase viewers (planning, public works, front counter, public data, etc.), increase ability to control default data layer symbology and display, simplify addition of new layers, creation of functional search bar, open street map aerial, tool expansion, parcel query tool and mailing label generator, simplified parcel and shapefile buffering. 7.8 $75 $583 $7,000 2.2 GIS Migration to City Hall Work with City IT to install ArcGIS Server Enterprise and Latitude Geographics’ Geocortex software. Configure users and security, migrate sites from current hosted environment to on-premise. Testing. Ongoing maintenance and management on- site as required and remotely. 16.7 $75 $1,250 $15,000 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City of Gilroy Agreement/Contract Tracking Today’s Date: October 4, 2021 Your Name: Carina Baksa Contract Type: Services over $5k - Consultant Phone Number: 408-846-0215 Contract Effective Date: (Date contract goes into effect) 7/31/2021 Contract Expiration Date: 7/31/2022 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Lynx Technologies, Inc. Contract Subject: (no more than 100 characters) 3rd Amendment to Agreement Contract Amount: (Total Amount of contract. If no amount, leave blank) Increase of $326,325 By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- THIRD AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF GILROY AND LYNX TECHNOLOGIES, INC. WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Lynx Technologies, Inc. entered into that certain agreement entitled “Agreement for Services”, effective on July 31, 2018, 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. The first paragraph of Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Amendment will become effective on July 31, 2018 and continue in effect through July 31, 2022 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. Article 4, Section A (Consideration) of the Original Agreement shall be amended to read as follows: “In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $326,325. 3. Exhibit “B” (Scope of Services) of the original agreement is hereby replaced with the attached Exhibit “B”. 4. This Amendment shall be effective on August 2, 2021. 5. 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. 6. 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. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- CITY OF GILROY LYNX TECHNOLOGIES, INC. By: By: [signature] Jimmy Forbis [signature] Patrick Kelleher [employee name] City Administrator [name] CEO [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3 10/5/202110/12/2021 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “B” SCOPE OF SERVICES Item Previous Year Funding 2021/2022 Hrs./ Month Hourly Rate $ / Month $ / Year 1.A Public Works Maintenance: Land base mapping, addresses, streets, parcels, utilities (water, sewer, storm) $43,670 56 $65 $3,640 $43,670 1.B Planning Maintenance: overlays for downtown, general plan, planning maps: VMT, PUDs, farmland, CEQA IS, agency data imports) $7,800 10 $65 $650 $7,800 1.C Fire Department Maintenance Monthly street and address database updates. Wall map updates. $2,340 3 $65 $195 $2,340 1.D Police CAD Updates Approximately every 4–6 weeks, update GIS Address points and Streets in Police Dept. CAD template Maverick Mapping software. 1. Import into the Test environment, verify addresses and streets for updates. Fix any problems that might arise. 2. Back up current Live maps and data, Import into the Live environment Dispatch will confirm to make sure everything is working correctly. If there are any problems the CAD will be switched back to the previous version. $3,120 4 $65 $260 $3,120 1.E Open Data Portal Work with ESRI’s Open Data environment to provide systematic and automated data for the City’s mission to provide data for public consumption. $1,560 2 $65 $130 $1,560 2.0 GIS Training and Onsite Support: Meet with staff on a as needed basis, collectively develop GIS based user-defined needs and priorities. Task assumes meeting or training 6 hours every 2 months. $3,060 As Needed $85 As Needed $0 3.0 GIS Web Viewer, Development, and Administration: With new City implemented and more robust web viewer using ArcGIS Server and Geocortex environments: Simplify public noticing tool, integrate MTC data with City’s GIS to allow for more advanced reporting, improve Planning Dept. vicinity map, add a tool for track changes, and improve search tools. Increase viewers (planning, public works, front counter, public data, etc.), increase ability to control default data layer symbology and display, simplify addition of new $6,240 8 $65 $520 $0* DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- *These are one-time projects that have been previously allocated a budget via amendment #2 and are reflected in the contact capacity for this agreement. layers, creation of functional search bar, open street map aerial, tool expansion, parcel query tool and mailing label generator, simplified parcel and shapefile buffering. 4.A Land Management System GIS Integration Work with City IT and Tyler Technologies staff to integrate GIS and EnerGov Permit Tracking. Attend meeting, site configuration, data schema changes and migration as required. Ongoing management and maintenance as required. $10,200 10 $85 $850 $0* 4.B GIS Migration to City Hall Work with City IT to install ArcGIS Server Enterprise and Latitude Geographics’ Geocortex software. Configure users and security, migrate sites from current hosted environment to on- premise. Testing. Ongoing maintenance and management on-site as required and remotely. $20,400 20 $85 $1,700 $0* 4.C Address Check Correction Assistance Develop a Master Address database in GIS that can be used to validate other business systems. Three development phases: 1) Extract existing data resources: finance, old permitting system, etc and side-by-side comparison with GIS. Modify existing GIS schema to identify source and validation mechanism; 2) Purchase / Validate outcome of 1) against CAS-certified vendor. Example, SmartyStreets. This will return a list of certification codes for all addressable records; 3) Field mapping and verification using GIS Collector App. Using 1 and 2 tasks above, identified ‘hot spots’ such as downtown to physically walk targeted areas to confirm or reject addresses. $15,600 20 $65 $1,300 $0* 5.0 Miscellaneous Ad hoc Requests: provide additional services to the City only as requested and approved by the City. $7,000 As Needed $65 As Needed $5,000 Totals $120,990 75 $4,875 $63,490 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A July 29, 2021 10:43 AM City Council Regular Meeting Agenda Page1 MAYOR Marie Blankley COUNCIL MEMBERS Rebeca Armendariz Dion Bracco Zach Hilton Peter Leroe-Muñoz Carol Marques Fred Tovar CITY COUNCIL AGENDA CITY OF GILROY CITY COUNCIL CHAMBERS, CITY HALL 7351 ROSANNA STREET GILROY, CA 95020 REGULAR MEETING 6:00 P.M. MONDAY, AUGUST 2, 2021 CITY COUNCIL MEETING MATERIAL IS AVAILABLE ON THE CITY WEBSITE www.cityofgilroy.org VIEW THE MEETING LIVE ON THE CITY WEBSITE www.cityofgilroy.org. THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF THE GOVERNOR’S EXECUTIVE ORDER N-29-20 In order to minimize the spread of the COVID 19 virus the City Council is conducting this meeting by web conference and will be offering alternative options for public participation. You are encouraged to watch the City Council meeting live on the City of Gilroy’s website at www.cityofgilroy.org or on Cable Channel 17. To view from the website, select the City Council Meetings section on the home page. PUBLIC COMMENTS WILL BE TAKEN ON AGENDA ITEMS BEFORE ACTION IS TAKEN BY THE CITY COUNCIL. DURING THE MEETING: TO PROVIDE VERBAL PUBLIC COMMENTS ON AN AGENDA ITEM DURING THIS MEETING, LOG INTO THE ZOOM MEETING AND ENTER THE PASSCODE, OR CALL THE PHONE NUMBER LISTED HERE AND ENTER THE MEETING ID AND PASSWORD. When the Mayor announces the item which you wish to speak on, press *9 on your telephone keypad to raise your hand. When called to speak, please limit your comments to three (3) minutes, or such other time as the Mayor may decide, consistent with the time limit for all other speakers for the particular agenda item. COMMENTS MAY ALSO BE EMAILED TO THE CITY CLERKS OFFICE AT cityclerk@cityofgilroy.org, OR MAILED TO THE GILROY CITY CLERKS OFFICE AT CITY HALL 7351 ROSANNA STREET, GILROY, CA. 95020, PRIOR TO THE MEETING START, TO BE DISTRIBUTED TO THE COUNCIL MEMBERS AND TO BE INCORPORATED INTO THE MEETING RECORD. In compliance with the Americans with Disabilities Act, and Governors Order N -29-20, the City will make reasonable arrangements to ensure accessibility to this meeting. If you need special assistance to participate in this meeting, please contact the City Clerk a minimum of 2 hours prior to the meeting at (408) 846-0204. If you challenge any planning or land use decision made at this meeting in court, you may be Zoom Log In https://rb.gy/bbj06h or Call: 1 (669) 900-6833 Meeting ID: 867 5966 4519 Passcode: 433127 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City Council Regular Meeting Agenda 08/2/2021 Page2 limited to raising only those issues you or someone else raised at the public heari ng held at this meeting, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Please take notice that the time within which to seek judicial review of any final administrative determination reached at this meeting is governed by Section 1094.6 of the California Code of Civil Procedure. A Closed Session may be called during this meeting pursuant to Government Code Section 54956.9 (d)(2) if a point has been reached where, in the opinion of the legislative body of the City on the advice of its legal counsel, based on existing facts and circumstances, there is a significant exposure to litigation against the City. Materials related to an item on this agenda submitted to the City Council after distribution of the agenda packet are available with the agenda packet on the City website at www.cityofgilroy.org subject to Staff’s ability to post the documents before the meeting. The City Council meets regularly on the first an d third Monday of each month, at 6:00 p.m. If a holiday, the meeting will be rescheduled to the following Monday, with the exception of the single meeting in July which lands on the first day of the month not a holiday, Friday, Saturday or Sunday. KNOW YOUR RIGHTS UNDER THE GILROY OPEN GOVERNMENT ORDINANCE Government's duty is to serve the public, reaching its decisions in full view of the public. Commissions, task forces, councils and other agencies of the City exist to conduct the people's business. This ordinance assures that deliberations are conducted before the people and that City operations are open to the people's review. FOR MORE INFORMATION ON YOUR RIGHTS UNDER THE OPEN GOVERNMENT ORDINANCE, TO RECEIVE A FREE COPY OF THE ORDINANCE OR TO REPORT A VIOLATION OF THE ORDINANCE, CONTACT THE OPEN GOVERNMENT COMMISSION STAFF AT (408) 846-0204 I. OPENING A. Call to Order 1. Pledge of Allegiance 2. Invocation 3. City Clerk's Report on Posting the Agenda 4. Roll Call B. Orders of the Day C. Employee Introductions II. CEREMONIAL ITEMS A. Proclamations, Awards, and Presentations 1. Certificate of Achievement Valeria Rivera III. PRESENTATIONS TO THE COUNCIL DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City Council Regular Meeting Agenda 08/2/2021 Page3 PUBLIC COMMENT BY MEMBERS OF THE PUBLIC ON ITEMS NOT ON THE AGENDA BUT WITHIN THE SUBJECT MATTER JURISDICTION OF THE CITY COUNCIL PUBLIC COMMENTS MAY BE SUBMITTED BY EMAIL TO: cityclerk@cityofgilroy.org, (This portion of the meeting is reserved for persons desiring to address the Council on matters not on this agenda. The law does not permit Council action or extended discussion of any item not on the agenda except under special circumstances. If Council action is requested, the Council may place the matter on a future agenda. Written material provided by public members for Council agenda item “public comment by Members of the Public on items not on the agenda” will be limited to 10 pages in hard copy. An unlimited amount of material may be provided electronically.) A. Interviews for Open Seats on Boards, Commissions and Committees Vacant as of June, 2021 for Future Appointment August 16, 2021 1. Staff Report: LeeAnn McPhillips, Administrative Services/HR Director/Risk Manager 2. Public Comment 3. Possible Action: Interview candidates for open seats on Boards, Commissions and Committees vacant as of June, 2021. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City Council Regular Meeting Agenda 08/2/2021 Page4 IV. REPORTS OF COUNCIL MEMBERS Council Member Bracco – Gilroy Sister Cities Association (alternate), Santa Clara Co. Library JPA, SCVWD Joint Council-SCRWA-Board Water Resources Committee, South County Regional Wastewater Authority Board, South County Youth Task Force Policy Team, Street Naming Committee, URM Task Force Sub-committee Council Member Armendariz – ABAG (Alternate), CalTrain Policy Group, Gilroy Downtown Business Association Board (alternate), Historic Heritage Committee, Santa Clara Valley Habitat Agency Implementation Board, Silicon Valley Clean Energy Authority JPA Board (Alternate), Street Naming Committee, VTA Committee for Transit Accessibility (Alternate) Council Member Marques - Gilroy Downtown Business Association Board, Gilroy Gardens Board of Directors, Historic Heritage Committee (Alternate), Santa Clara Valley Habitat Agency Governing Board (alternate), Santa Clara Valley Habitat Agency Implementation Board (alternate), South County Regional Wastewater Authority (Alternate), URM Task Force Sub-Committee Council Member Hilton – Gilroy Economic Development Partnership, Silicon Valley Clean Energy Authority JPA Board, South County United for Health, Visit Gilroy California Welcome Center Board Council Member Tovar – Economic Development Corporation Board, Recycling and Waste Reduction Commission, Santa Clara Co. Expressway Plan 2040 Policy Advisory Board, Recycling and Waste Reduction Commission, Santa Clara Co. Library JPA (alternate), SCVWD Water Commission (alternate), South County Regional Wastewater Authority Board, Street Naming Committee, VTA Committee for Transit Accessibility Council Member Leroe-Muñoz - ABAG, CalTrain Policy Group (alternate), Cities Association of Santa Clara County Board of Directors (alternate), Economic Development Corporation Board, Gilroy Youth Task Force, SCVWD Water Commission, Silicon Valley Regional Interoperability Authority Board, South County Youth Task Force Policy Team (alternate), VTA Mobility Partnership, VTA South County City Group, VTA Policy Advisory Committee Mayor Blankley - Cities Association of Santa Clara Co. Board of Directors, Gilroy Economic Development Partnership, Gilroy Sister Cities Association, Gilroy Youth Task Force (alternate), Santa Clara Valley Habitat Agency Governing Board, SCVWD Joint Council-SCRWA-Board Water Resources Committee, South County Regional Wastewater Authority Board, VTA Board of Directors Alternate, VTA Mobility Partnership, VTA Policy Advisory Committee, VTA South County City Group V. FUTURE COUNCIL INITIATED AGENDA ITEMS VI. CONSENT CALENDAR (ROLL CALL VOTE) All matters listed under the Consent Calendar are considered by the City Council to be routine and will be enacted by one motion. There will be no separate discussion of these items unless a request is made by a member of the City Council or a member of the public. Any person desiring to speak on any item on the consent calendar should ask to have that item removed from the consent calendar prior to the time the Council votes to approve. If removed, the item will be discussed in the order in which it appears. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City Council Regular Meeting Agenda 08/2/2021 Page5 A. 7-1-21 City Council Regular Meeting Minutes B. Approval of a Third Amendment to the Agreement with Lynx Technologies in the Amount of $43,725 for Geographic Information System (GIS) Support and Maintenance C. Opening of Recruitment for Vacancy on Planning Commission VII. BIDS AND PROPOSALS A. Award a Contract for Tree Pruning and Maintenance Services Under a Cooperative Purchase Agreement to West Coast Arborists, Inc. in the Amount Not-To-Exceed $395,045 for the Initial Period with Contract Extensions up to Five Additional Years 1. Staff Report: Ogarita Carranza, Management Analyst 2. Public Comment 3. Possible Action: Award a contract for annual tree pruning and maintenance services under a cooperative purchase agreement to West Coast Arborists, Inc. in the amount not - to-exceed $395,045 for the initial 12 month period with options for extensions up to year five and authorize the City Administrator to execute the contract and associated documents. VIII. PUBLIC HEARINGS A. Adopt Resolutions Ordering The City Administrator To Abate, Or Cause To Be Abated, Blight Conditions that Constitute a Public Nuisance At 402 Madison Court And 6860 Rosanna Street. 1. Staff Report: Scott Barron, Code Enforcement Officer 2. Disclosure of Ex-Parte Communications 3. Open Public Hearing 4. Close Public Hearing 5. Possible Action: a) Adopt a resolution of the City Council of the City of Gilroy ordering the City Administrator to abate, or cause to be abated, blight conditions that constitute a public nuisance at 402 Madison Court. b) Adopt a resolution of the City Council of the City of Gilroy ordering the City Administrator to abate, or cause to be abated, blight conditions that constitute a public nuisance at 6860 Rosanna Street. B. Consideration of the Report of Abatement of Weeds and Refuse Within the City of Gilroy and Adoption of a Resolution of the City Council of the City of Gilroy Confirming the Imposition of Assessment Liens Against the Land DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City Council Regular Meeting Agenda 08/2/2021 Page6 1. Staff Report: Jennifer Fortino, Management Analyst 2. Disclosure of Ex-Parte Communications 3. Open Public Hearing 4. Close Public Hearing 5. Possible Action: Adopt a Resolution of the City Council of the City of Gilroy confirming the report of the Chief of the Fire Department setting forth the description of property, naming the owners thereof and the costs of abating the nuisance caused by the growing of weeds and accumulation of refuse on the property, and providing that such costs shall constitute assessments against the land. IX. UNFINISHED BUSINESS A. Unhoused Ad Hoc Committee Priorities Implementation Report 1. Staff Report: Jimmy Forbis, City Administrator 2. Public Comment 3. Possible Action: Receive report. X. INTRODUCTION OF NEW BUSINESS A. Un-housed Ad Hoc Committee Recommendation to Adopt a Resolution Endorsing the Community Plan to End Homelessness 1. Staff Report: Jimmy Forbis, City Administrator 2. Public Comment 3. Possible Action: The Unhoused Ad Hoc Committee recommends adoption of a Resolution of the City Council of the City of Gilroy endorsing the Santa Clara County Community Plan to End Homelessness 2020-2025. B. Resolution Declaring the Gilroy Gardens Hillside Property as Surplus Pursuant to Government Code Section 54221 1. Staff Report: Karen Garner, Community Development Director 2. Public Comment 3. Possible Action: Adopt a resolution of the City Council of the City of Gilroy declaring the Gilroy Gardens Hillside Property (approximately 342 acres) to be surplus land, and direct staff to proceed in conformance with the State Surplus Lands Act regarding the potential disposition of said property. C. Review of City Clerk Job Description and Recruitment Process, and Establish a Council Sub-Committee for the City Clerk Recruitment Process DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City Council Regular Meeting Agenda 08/2/2021 Page7 1. Staff Report: LeeAnn McPhillips, Administrative Services/HR Director/Risk Manager 2. Public Comment 3. Possible Action: a. Review and Approve Updates to the City Clerk Job Description b. Review City Clerk Recruitment Process/Schedule and Provide Feedback/Direction c. Establish a Three Member Council Sub-Committee to work on the City Clerk Recruitment Process D. Approval of AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter, Memoranda of Understanding and Salary Schedules for the Period July 1, 2021 Through June 30, 2022 and Approval of the Unrepresented, Confidential, Non-Exempt Salary Schedule for the Period Beginning July 1, 2021 1. Staff Report: LeeAnn McPhillips, Administrative Services/HR Director/Risk Manager 2. Public Comment 3. Possible Action: a. Approve the Memoranda of Understanding between the City and AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter for the period July 1, 2021 - June 30, 2022; and, b. Adopt a Resolution of the City Council of the City of Gilroy approving the July 1, 2021 AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter salary schedules associated with the AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter, Memoranda of Understanding; and c. Adopt a Resolution of the City Council of the City of Gilroy approving the Unrepresented, Confidential, Non-Exempt Employee Salary Schedule for the period beginning July 1, 2021. E. Approval of a Declaration that Level 2 Water Supply Shortage Conditions Exist, Implementing the Provisions of Ordinance No. 2016-15, Section III, D "Level 2 Water Supply Shortage (21% - 35% reduction)" DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City Council Regular Meeting Agenda 08/2/2021 Page8 1. Staff Report: Daryl Jordan, PE, Public Works Director 2. Public Comment 3. Possible Action: a) Approve a Resolution declaring that Level 2 Water Supply Shortage Conditions exist, which would implement the provisions of Ordinance No. 2016-15, Section III, D “Level 2 Water Supply Shortage (21% - 35% reduction)” effective immediately, with the goal of achieving a 33% reduction as called for by the Santa Clara Valley Water District for our water basin. b) Suspend the installation of turf in new parks until further notice unless turf will be irrigated with recycled water. F. Authorization to Request a Deferment in Releasing a Request for Offer from the Santa Clara Valley Transportation Authority for a Transit Oriented Development Project 1. Staff Report: Jimmy Forbis, City Administrator 2. Public Comment 3. Possible Action: Authorize the Mayor to state the City’s request to delay release of the Santa Clara Valley Transportation Agency’s issuance of a Request for Offer of a portio n of the Gilroy Transit Center’s location for an affordable housing project for further impact analysis. XI. CITY ADMINISTRATOR'S REPORT XII. CITY ATTORNEY'S REPORTS XIII. CLOSED SESSION ADJOURNMENT MEETING DATES AUGUST 2021 16* Regular Meeting - 6:00 p.m. 23* Special Joint Meeting with Santa Clara Valley Water District and City of Morgan Hill via Zoom - 6:00 p.m. SEPTEMBER 2021 13* Regular Meeting - 6:00 p.m. 20* Regular Meeting - 6:00 p.m. * meeting is webstreamed and televised DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A City of Gilroy STAFF REPORT Agenda Item Title: Approval of a Third Amendment to the Agreement with Lynx Technologies in the Amount of $43,725 for Geographic Information System (GIS) Support and Maintenance Meeting Date: August 2, 2021 From: Jimmy Forbis, City Administrator Department: Community Development Department Submitted By: Karen Garner Prepared By: Karen Garner Strategic Plan Goals ☐ Develop a Financially Resilient Organization ☐ Ensure Neighborhood Equity from City Services ☐ Promote Economic Development Activities ☐ Promote Safe, Affordable Housing for All ☐ Maintain and Improve City Infrastructure RECOMMENDATION Approve a Third Amendment to the Agreement with Lynx Technologies in the amount of $43,725 for Geographic Information System (GIS) support and maintenance. BACKGROUND Geographic Information System A Geographic Information System (GIS) is a system designed to capture, store, manipulate, analyze, manage, and present spatial or geographic data. GIS applicat ions are tools or computer programs that allow users to perform interactive searches and create maps, analyze spatial information, edit data in maps, print and export reports, and present and share the results of all these operations . DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A Several departments within the City of Gilroy use Geographic Information System (GIS) for various purposes including public safety operations (Fire and Police), infrastructure operation and maintenance (Public Works), and accessing/sharing zoning, land use and infrastructure data (Community Development). The City’s GIS infrastructure has been in place since 2004. The City has relied on a consultant to perform these specialized services that are not otherwise available within the City’s IT, Public Works or Community Development Departments. Since 2013, Lynx Technologies, Inc. (Lynx) has been the service provider to the City for GIS maintenance and support. Upon expiration of their initial contract, a new contract was entered with Lynx on July 31, 2018 to continue providing esse ntial GIS services. This agreement was amended on July 1, 2019 in the amount of $89,600 to have them continue providing services into FY 20. On June 15, 2020, the agreement was amended again through July 31, 2021 in the amount of $121,000. This amendment included basic and ongoing GIS data maintenance support, as well as several special projects and one-time activities in preparation of integration of GIS with EnerGov, the land management system being implemented for Community Development Department permitting and project tracking and Cityworks, a maintenance management system for Public Works. ANALYSIS Lynx continues to complete the special projects and one -time tasks for departments under the previous amendment to the contract. This amendment extends the basic and ongoing GIS data maintenance support for one more year. The basic tasks include: • Public Works Maintenance: Land base mapping, addresses, streets, parcels, utilities (water, sewer, storm) • Planning Maintenance: Overlays for downtown, general plan, planning maps (Vehicle Miles Traveled, Planned Unit Developments, farmland, environmental studies, and agency data imports). • Fire Department Maintenance: Monthly street and address database updates. Wall map updates. • Police Computer Aided Dispatch (CAD) Updates: Approximately every 4–6 weeks, update GIS Address points and Streets in the Police Department CAD template Maverick Mapping software, and back up of current Live maps and data imported into the Live environment. • Open Data Portal: Work with ESRI’s Open Data environment to provide systematic and automated data for the City’s goal of providing data for public consumption. These GIS support services are needed to continue infrastructure upgrades, on-going projects, and GIS updates, and to respond to increasing requests for GIS data from internal and external customers. The following is a breakdown of the proposed cost for the services to be provided in FY 21-22: DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A Department GIS data Maintenance Public Works: $33,541 Community Development/Planning: $5,991 Fire: $1,797 Police: $2,396 TOTAL: $43,725 ALTERNATIVES Council may choose not to approve the amendment to the contract. This would limit City departments’ ability to access, use and share geographic information. Additionally, it would hamper public safety operations and customer service delivery for all City departments. This alternative is not recommended. FISCAL IMPACT/FUNDING SOURCE This contract amendment would extend the term of the contract through July 31, 202 2 and add $43,725 to the current contract with Lynx, increasing the total not-to-exceed amount to $326,325. The GIS service is funded by various funds that include the Development Impact Fees (storm drain, traffic, water, sewer, public facilities), Enterprise funds (water and sewer), and the General Fund (for public safety operation and development review activities). The proposed contract extension does not impose additional impact on the City. Sufficient funds have been budgeted in the approved FY 21-22 budget. Attachments: 1. DRAFT 3rd Amendment to Agreement for Services - Lynx Technologies 2. 2nd Amendment to Agreement for Services - Lynx Technologies 3. Lynx – 1st Amend 2018 Agreement for GIS Maintenance and Services 4. Agreement for Services for GIS Maintenance and Services Attachments: 1. DRAFT 3rd ADDENDUM to Agreement for Services - Lynx Technologies 2. Lynx signed agreement 7-31-18 to 7-31-19 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- THIRD AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF GILROY AND LYNX TECHNOLOGIES, INC. WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Lynx Technologies, Inc. entered into that certain agreement entitled “Agreement for Services”, effective on July 31, 2018, 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. The first paragraph of Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Amendment will become effective on July 31, 2018 and continue in effect through July 31, 2022 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. Article 4, Section A (Consideration) of the Original Agreement shall be amended to read as follows: “In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $326,325. 3. Exhibit “B” (Scope of Services) of the original agreement is hereby replaced with the attached Exhibit “B”. 4. This Amendment shall be effective on August 2, 2021. 5. 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. 6. 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. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- CITY OF GILROY LYNX TECHNOLOGIES, INC. By: By: [signature] Jimmy Forbis [signature] Patrick Kelleher [employee name] City Administrator [name] CEO [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “B” SCOPE OF SERVICES Item Previous Year Funding 2021/2022 Hrs./ Month Hourly Rate $ / Month $ / Year 1.A Public Works Maintenance: Land base mapping, addresses, streets, parcels, utilities (water, sewer, storm) $43,670 56 $65 $3,640 $43,670 1.B Planning Maintenance: overlays for downtown, general plan, planning maps: VMT, PUDs, farmland, CEQA IS, agency data imports) $7,800 10 $65 $650 $7,800 1.C Fire Department Maintenance Monthly street and address database updates. Wall map updates. $2,340 3 $65 $195 $2,340 1.D Police CAD Updates Approximately every 4–6 weeks, update GIS Address points and Streets in Police Dept. CAD template Maverick Mapping software. 1. Import into the Test environment, verify addresses and streets for updates. Fix any problems that might arise. 2. Back up current Live maps and data, Import into the Live environment Dispatch will confirm to make sure everything is working correctly. If there are any problems the CAD will be switched back to the previous version. $3,120 4 $65 $260 $3,120 1.E Open Data Portal Work with ESRI’s Open Data environment to provide systematic and automated data for the City’s mission to provide data for public consumption. $1,560 2 $65 $130 $1,560 2.0 GIS Training and Onsite Support: Meet with staff on a as needed basis, collectively develop GIS based user-defined needs and priorities. Task assumes meeting or training 6 hours every 2 months. $3,060 As Needed $85 As Needed $0 3.0 GIS Web Viewer, Development, and Administration: With new City implemented and more robust web viewer using ArcGIS Server and Geocortex environments: Simplify public noticing tool, integrate MTC data with City’s GIS to allow for more advanced reporting, improve Planning Dept. vicinity map, add a tool for track changes, and improve search tools. Increase viewers (planning, public works, front counter, public data, etc.), increase ability to control default data layer symbology and display, simplify addition of new $6,240 8 $65 $520 $0* DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- *These are one-time projects that have been previously allocated a budget via amendment #2 and are reflected in the contact capacity for this agreement. layers, creation of functional search bar, open street map aerial, tool expansion, parcel query tool and mailing label generator, simplified parcel and shapefile buffering. 4.A Land Management System GIS Integration Work with City IT and Tyler Technologies staff to integrate GIS and EnerGov Permit Tracking. Attend meeting, site configuration, data schema changes and migration as required. Ongoing management and maintenance as required. $10,200 10 $85 $850 $0* 4.B GIS Migration to City Hall Work with City IT to install ArcGIS Server Enterprise and Latitude Geographics’ Geocortex software. Configure users and security, migrate sites from current hosted environment to on- premise. Testing. Ongoing maintenance and management on-site as required and remotely. $20,400 20 $85 $1,700 $0* 4.C Address Check Correction Assistance Develop a Master Address database in GIS that can be used to validate other business systems. Three development phases: 1) Extract existing data resources: finance, old permitting system, etc and side-by-side comparison with GIS. Modify existing GIS schema to identify source and validation mechanism; 2) Purchase / Validate outcome of 1) against CAS-certified vendor. Example, SmartyStreets. This will return a list of certification codes for all addressable records; 3) Field mapping and verification using GIS Collector App. Using 1 and 2 tasks above, identified ‘hot spots’ such as downtown to physically walk targeted areas to confirm or reject addresses. $15,600 20 $65 $1,300 $0* 5.0 Miscellaneous Ad hoc Requests: provide additional services to the City only as requested and approved by the City. $7,000 As Needed $65 As Needed $5,000 Totals $120,990 75 $4,875 $63,490 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A AGREEMENT FOR SERVICES For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 31 s " day of u i , 20 18 , 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 -V i /Q and will continue in effect through? i unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. > k- Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor 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 "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). 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. 4835- 2267 -03610 LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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 "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $72,000.00. 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 "D ". 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 4835 - 2267 -03610 _2_ LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." 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 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, 4835 - 2267- 0361v1 _ LAC104706083 - 3 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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. 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; CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835 - 2267 -03610 LAC104706083 -4- DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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 4835-2267-036101 _ 5 _ LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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. S. 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 subcontractors 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 subcontractors, or the officers, employees, agents or representatives of either. 4835- 2267- 0361v1 LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 parry 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 parry 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 contractor or subcontractor 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 practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. 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 parry, or anyone acting on behalf of any parry, 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. 4835 - 2267 -03610 _ LAC104706083 _ 7 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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. L 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. 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. t CONSULTANT: CITY Lynx Technologies, Inc. CITY OF GILROY By: Name: Patrick Kelleher Title: CEO Social Security or Taxpayer Identification Number 26- 1717677 4836- 2267.0361v1 -g- LAC104706083 By: Name: Gabriel Gonzales Title: City Administrator DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A Approved as to Form *- 7, City Attorn y 4835- 2267- 0361v1 _ LAC104706083 _ 9 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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, Gary Heap 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. 4835- 2267- 0361v1 LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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. 4835- 2267 -03610 _2_ LAM04706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 parry or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -03610 _3 _ LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A H. NOTICES. Notices are to be sent as follows: CITY: 6-a Recte City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Lynx Technologies, Inc. 1350 41st Ave., Suite 202 Capitola, CA 95010 I. 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.I. 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.I. 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. 4835 - 2267 -03610 _4_ LAM04706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "B" SCOPE OF SERVICES 4835 - 2267 -0361 v1 1 _ LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "B" SCOPE OF SERVICES Item Hours per Total Cost Month Maintenance and Project Work 58 52,200 Land base maintenance of parcel, street and address changes to the GIS. This includes monthly extraction of assessor's records, coordinating with county and the City to acquire all recording documents. Building footprints for Commercial, High Density Residential, and Public Facilities. Street Improvements i.e. classification of sidewalk, curb and gutter and existing PCI rating. Assist engineering with future plans for Utility projects. This will include facilitating database design review, coordinating with contractors and help to analyze future GIS integration with CMMS. Other overlays as needed. For example, downtown economic development layers, Specific Plan, and school districts will be added over the next few months. Open Data Portal. Work with Microsoft's SSIS environment and other city staff to provide systematic and automated data for the City's mission to provide data for public consumption. Database Administration 8 7,200 Software Upgrades Software support and sever administrations (Application services, SQL Server administration) Spatial indexing Compressing the database periodically Managing users access to layers etc. Performance tuning Version management and administration Feature data set validation and rule -based integrity analyses Develop a database model of the existing database Develop a new database design based on current Best Management Practices with a focus on integration with the City's Community Development database, Tidemark. Develop a versioning model and managing the versioned database. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A GIS Web Viewer, Development and 14 12,600 Administration City GIS has implemented a new and more robust web viewer using ArcGIS Server and Geocortex environments. There is one internal site with several themed views for use by internal staff throughout the city. A second viewer was also released earlier this year for public access to spatial information. This viewer allows the public to use iPad and smartphone technology to view the GIS. Continued development within these frameworks will expand functionality and ease of use for internal and external users. Integrate the existing MTC data with the city's GIS so that street moratorium and pavement condition and planned street improvement projects are available. Improve the architecture and performance of the GIS. TOTAL 80 $72,000 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "C" MILESTONE SCHEDULE Services will be provided on a monthly basis. Service equests will be prioritized on a as needed basis. 4835 - 2267 -03610 LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "D" PAYMENT SCHEDULE Work will be invoiced monthly. Invoices will only include actual hours worked rather than a preset amount and therefore will vary. All inovices will provide sufficient detail of work performed. 4835 - 2267 -03610 LAC104706083 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 1 City Council Meeting Minutes 08/2/2021 City of Gilroy City Council Meeting Minutes August 2, 2021 I. OPENING A. Call to Order The meeting was called to order at 6:00 PM by Mayor Marie Blankley. 1. Pledge of Allegiance Council Member Marques led the pledge of allegiance. 2. Invocation There was no invocation. 3. City Clerk's Report on Posting the Agenda Michelle Bigelow reported the agenda was posted on July 29th at 10:50 a.m. Attendee Name Title Status Arrived Marie Blankley Mayor Remote Rebeca Armendariz Council Member Remote Dion Bracco Council Member Remote Zach Hilton Council Member Remote Peter Leroe-Muñoz Council Member Absent Carol Marques Council Member Remote Fred Tovar Council Member Remote B. Orders of the Day Mayor Blankley announced that the Council was participating remotely under the Governor's order and she then provided details on the process of public participation. C. Employee Introductions City Manager Jimmy Forbis introduced Karine Decker, the City's new Economic Development Management Analyst. Administrative Services/Human Resources Director LeeAnn McPhillips introduced Cheryl Kouetas, the new Senior Human Resources Analyst. II. CEREMONIAL ITEMS A. Proclamations, Awards, and Presentations 1. Certificate of Achievement Valeria Rivera Mayor Blankley presented Valeria Rivera a certificate of recognition in honor of being selected as Miss Gilroy USA. III. PRESENTATIONS TO THE COUNCIL Mayor Blankley opened Public Comment for items not on the agenda. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 2 City Council Meeting Minutes 08/2/2021 The following people spoke regarding the Stars and Strides Run fundraising event on August 22, 2021 sponsored by Bloomenergy: James Apffel and Michael Elliot. There being no further requests to speak, Mayor Blankley closed public comment. A. Interviews for Open Seats on Boards, Commissions and Committees Vacant as of June, 2021 for Future Appointment August 16, 2021 Interviews for open seats were held as follows: Arts and Culture Commission, term expires 12/31/2023 - Applicant Lisa Carter Housing Advisory Committee, term expires 12/31/2023 - Applicant Carissa Purnell Physically Challenged Board of Appeals, term expires 12/31/2023 and 12/31/2024 - One Applicant Tracy Stephens Possible Action: Interview candidates for open seats on Boards, Commissions and Committees vacant as of June, 2021. IV. REPORTS OF COUNCIL MEMBERS Council Member Bracco, no report. Council Member Armendariz, no report. Council Member Marques reported 25% of Gilroy Gardens website referrals are going to lodging facilities listed on the website. Council Member Hilton reported on Visit Gilroy California Welcome Center Board and results of a report regarding the co-op campaign with Expedia and visit Gilroy. Council Member Tovar, no report. He thanked fellow council members and the many community members who joined the last downtown live music event and supported the local businesses. Also announced a new restaurant, the Temple Restaurant. Mayor Blankley reported that the Cities Association has now received updated information on Gilroy PD training and public safety procedures. V. FUTURE COUNCIL INITIATED AGENDA ITEMS Council Member Hilton requested to place the city code chapter 30 (noise and zoning) on a future agenda. Mayor Blankley stated this does not need to be a future agenda item and staff can include the recommendation in the work they are already doing. VI. CONSENT CALENDAR (ROLL CALL VOTE) There were no public comments. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 3 City Council Meeting Minutes 08/2/2021 RESULT: APPROVE [UNANIMOUS] MOVER: Fred Tovar, Council Member SECONDER: Carol Marques, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz A. 7-1-21 City Council Regular Meeting Minutes B. Approval of a Third Amendment to the Agreement with Lynx Technologies in the Amount of $43,725 for Geographic Information System (GIS) Support and Maintenance C. Opening of Recruitment for Vacancy on Planning Commission VII. BIDS AND PROPOSALS A. Award a Contract for Tree Pruning and Maintenance Services Under a Cooperative Purchase Agreement to West Coast Arborists, Inc. in the Amount Not-To-Exceed $395,045 for the Initial Period with Contract Extensions up to Five Additional Years Public Works Director Daryl Jordan provided the report. Mayor Blankley opened public comment. There were no public comments. Mayor Blankley closed public comment. Possible Action: Award a contract for annual tree pruning and maintenance services under a cooperative purchase agreement to West Coast Arborists, Inc. in the amount not-to-exceed $395,045 for the initial 12 month period with options for extensions up to year five and authorize the City Administrator to execute the contract and associated documents. RESULT: APPROVE [UNANIMOUS] MOVER: Dion Bracco, Council Member SECONDER: Fred Tovar, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz VIII. PUBLIC HEARINGS A. Adopt Resolutions Ordering The City Administrator To Abate, Or Cause To Be Abated, Blight Conditions that Constitute a Public Nuisance At 402 Madison Court And 6860 Rosanna Street. Building Official Hipolito Olmos provided the report and presentation. Ex-parte communications - none. Mayor Blankley opened the public hearing. There were no public comments. Mayor Blankle closed the public hearing. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4 City Council Meeting Minutes 08/2/2021 Possible Action: a) Adopt a resolution of the City Council of the City of Gilroy ordering the City Administrator to abate, or cause to be abated, blight conditions that constitute a public nuisance at 402 Madison Court. b) Adopt a resolution of the City Council of the City of Gilroy ordering the City Administrator to abate, or cause to be abated, blight conditions that constitute a public nuisance at 6860 Rosanna Street. RESULT: APPROVE [UNANIMOUS] MOVER: Dion Bracco, Council Member SECONDER: Rebeca Armendariz, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz Motion to: Motion part b 6860 roseanna st RESULT: ADOPTED [UNANIMOUS] MOVER: Rebeca Armendariz, Council Member SECONDER: Fred Tovar, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Leroe-Muñoz B. Consideration of the Report of Abatement of Weeds and Refuse Within the City of Gilroy and Adoption of a Resolution of the City Council of the City of Gilroy Confirming the Imposition of Assessment Liens Against the Land Deputy Fire Marshal Jonathan Crick provided the report. Ex-parte communications - none. Mayor Blankley opened the public hearing. There were no public comments. Mayor Blankley closed the public hearing. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 5 City Council Meeting Minutes 08/2/2021 Possible Action: Adopt a Resolution of the City Council of the City of Gilroy confirming the report of the Chief of the Fire Department setting forth the description of property, naming the owners thereof and the costs of abating the nuisance caused by the growing of weeds and accumulation of refuse on the property, and providing that such costs shall constitute assessments against the land. RESULT: APPROVE [UNANIMOUS] MOVER: Carol Marques, Council Member SECONDER: Dion Bracco, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz IX. UNFINISHED BUSINESS A. Unhoused Ad Hoc Committee Priorities Implementation Report Senior Management Analyst Bryce Adkins provided the report and presentation. Mayor Blankley opened public comment. Public comment was received from the following speakers: Tim Davis Tristia Bauman Chris Vanessa Bruce Magee Lizanne Davey Francesca Paist There being no further requests to speak, Mayor Blankley closed public comment. Possible Action: Receive report. X. INTRODUCTION OF NEW BUSINESS A. Un-housed Ad Hoc Committee Recommendation to Adopt a Resolution Endorsing the Community Plan to End Homelessness City Administrator Jimmy Forbis provided the report. Mayor Blankley opened public comment. Public comment was received from the following speakers: Tim Davis Tristia Bauman Jorge Mendoza David Almeida Bruce Lizanne Davey DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 6 City Council Meeting Minutes 08/2/2021 Chris Jan Bernstein Chargin There being no further requests to speak, Mayor Blankley closed public comment. Possible Action: The Unhoused Ad Hoc Committee recommends adoption of a Resolution of the City Council of the City of Gilroy endorsing the Santa Clara County Community Plan to End Homelessness 2020-2025. RESULT: APPROVE [UNANIMOUS] MOVER: Fred Tovar, Council Member SECONDER: Rebeca Armendariz, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz B. Resolution Declaring the Gilroy Gardens Hillside Property as Surplus Pursuant to Government Code Section 54221 Community Development Director Karen Garner provided the report and presentation. Mayor Blankley opened public comment. Public comment was received from the following speakers: Brian Schmidt - Green Foothills Bruce Magee Chris There being no requests to speak, Mayor Blankley closed public comment. Possible Action: Adopt a resolution of the City Council of the City of Gilroy declaring the Gilroy Gardens Hillside Property (approximately 342 acres) to be surplus land, and direct staff to proceed in conformance with the State Surplus Lands Act regarding the potential disposition of said property. RESULT: APPROVE [UNANIMOUS] MOVER: Dion Bracco, Council Member SECONDER: Fred Tovar, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz C. Review of City Clerk Job Description and Recruitment Process, and Establish a Council Sub-Committee for the City Clerk Recruitment Process Administrative Services/Human Resources Director LeeAnn McPhillips provided the report. Subject to City Council approval, Mayor Blankley recommended Councilmembers Leroe-Muñoz and Hilton, and Mayor Blankley be appointed to the Subcommittee. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 7 City Council Meeting Minutes 08/2/2021 Mayor Blankley opened public comment. There was no public comment. Mayor Blankley closed public comment. Motion on Item a. Motion was made by Council Member Bracco and seconded by Council Member Tovar to approve updates to the City Clerk job description. Possible Action: a. Review and Approve Updates to the City Clerk Job Description b. Review City Clerk Recruitment Process/Schedule and Provide Feedback/Direction c. Establish a Three Member Council Sub-Committee to work on the City Clerk Recruitment Process RESULT: APPROVE [UNANIMOUS] MOVER: Dion Bracco, Council Member SECONDER: Fred Tovar, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz Motion to: Motion Motion on Item c. Motion was made by Council Member Tovar and seconded by Council Member Bracco to establish a sub-committee of Mayor Blankley, and Council Member Hilton and Leroe-Muñoz to work on the City Clerk recruitment process. RESULT: ADOPTED [UNANIMOUS] MOVER: Fred Tovar, Council Member SECONDER: Dion Bracco, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Leroe-Muñoz D. Approval of AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter, Memoranda of Understanding and Salary Schedules for the Period July 1, 2021 Through June 30, 2022 and Approval of the Unrepresented, Confidential, Non-Exempt Salary Schedule for the Period Beginning July 1, 2021 Administrative Services/Human Resources Director LeeAnn McPhillips provided the report. Mayor Blankley opened public comment. There was no public comment. Mayor Blankley closed public comment. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 8 City Council Meeting Minutes 08/2/2021 Action on Item a. Motion was made by Council Member Armendariz, seconded by Council Member Hilton to approve the Memoranda of Understanding between the City and AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter for the period of July 1, 2021 - June 30, 2022: Possible Action: a. Approve the Memoranda of Understanding between the City and AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter for the period July 1, 2021 - June 30, 2022; and, b. Adopt a Resolution of the City Council of the City of Gilroy approving the July 1, 2021 AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter salary schedules associated with the AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter, Memoranda of Understanding; and c. Adopt a Resolution of the City Council of the City of Gilroy approving the Unrepresented, Confidential, Non-Exempt Employee Salary Schedule for the period beginning July 1, 2021. RESULT: APPROVE [UNANIMOUS] MOVER: Rebeca Armendariz, Council Member SECONDER: Zach Hilton, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz Motion to: Motion Action on Item b. Motion was made by Council Member Hilton, seconded by Council Member Armendariz to adopt Resolutions 2021-39 and 2021-40 of the City Council of the City of Gilroy approving the July 1, 2021 AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter salary schedules associated with the AFSCME, Local 101 (General & Supervisory Units), Gilroy Chapter, Memoranda of Understanding. RESULT: ADOPTED [UNANIMOUS] MOVER: Zach Hilton, Council Member SECONDER: Rebeca Armendariz, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Leroe-Muñoz Motion to: Motion Action on Item c. Motion was made by Council Member Armendariz, seconded by Council Member Hilton to adopt Resolution 2021-41 of the City Council of the City of Gilroy approving the Unrepresented, Confidential, Non-Exempt Employee Salary Schedule for the period beginning July 1, 2021. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 9 City Council Meeting Minutes 08/2/2021 RESULT: ADOPTED [UNANIMOUS] MOVER: Rebeca Armendariz, Council Member SECONDER: Zach Hilton, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Leroe-Muñoz E. Approval of a Declaration that Level 2 Water Supply Shortage Conditions Exist, Implementing the Provisions of Ordinance No. 2016-15, Section III, D "Level 2 Water Supply Shortage (21% - 35% reduction)" Public Works Director Daryl Jordan provided the report and presentation. Mayor Blankley opened public comment. Public comment was received from the following speaker: Bruce Magee There being no further requests to speak, Mayor Blankley closed public comment. Action on Item a. Motion was made by Council Member Tovar, seconded by Council Member Armendariz to adopt Resolution 2021-42 declaring that Level 2 Water Supply Shortage Conditions exist, which would implement the provisions of Ordinance No. 2016-15, Section III, D "Level 2 Water Supply Shortage (21%-35% reduction)" effective immediately, with the goal of achieving a 33% reduction as called for by the Santa Clara Valley Water District for our water basin. Possible Action: a) Approve a Resolution declaring that Level 2 Water Supply Shortage Conditions exist, which would implement the provisions of Ordinance No. 2016-15, Section III, D “Level 2 Water Supply Shortage (21% - 35% reduction)” effective immediately, with the goal of achieving a 33% reduction as called for by the Santa Clara Valley Water District for our water basin. b) Suspend the installation of turf in new parks until further notice unless turf will be irrigated with recycled water. RESULT: APPROVE [UNANIMOUS] MOVER: Fred Tovar, Council Member SECONDER: Rebeca Armendariz, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Peter Leroe-Muñoz Motion to: Motion Action on Item b. DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 10 City Council Meeting Minutes 08/2/2021 Motion was made by Council Member Tovar, seconded by Council Member Armendariz to suspend the installation of turf in new parks until further notice, unless turf will be the irrigated with recycled water. RESULT: ADOPTED [UNANIMOUS] MOVER: Rebeca Armendariz, Council Member SECONDER: Fred Tovar, Council Member AYES: Blankley, Armendariz, Bracco, Hilton, Marques, Tovar ABSENT: Leroe-Muñoz F. Authorization to Request a Deferment in Releasing a Request for Offer from the Santa Clara Valley Transportation Authority for a Transit Oriented Development Project City Administrator Jimmy Forbis provided the report. Mayor Blankley opened public comment. Public comment was received from the following speakers: Huascar Castro Tim Davis Kat Wortham Rick SV@Home Vanessa Jorge Mendoza Roland Gary Walton Consuelo Rebecca Garcia There being no further requests to speak, Mayor Blankley closed public comment. Possible Action: Authorize the Mayor to state the City’s request to delay release of the Santa Clara Valley Transportation Agency’s issuance of a Request for Offer of a portion of the Gilroy Transit Center’s location for an affordable housing project for further impact analysis. RESULT: APPROVE [4 TO 2] MOVER: Carol Marques, Council Member SECONDER: Dion Bracco, Council Member AYES: Marie Blankley, Dion Bracco, Carol Marques, Fred Tovar NAYS: Rebeca Armendariz, Zach Hilton ABSENT: Peter Leroe-Muñoz XI. CITY ADMINISTRATOR'S REPORT None. XII. CITY ATTORNEY'S REPORTS None. XIII. CLOSED SESSION DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 11 City Council Meeting Minutes 08/2/2021 None. ADJOURNMENT Mayor Blankley adjourned the meeting at 10:07 p.m. MEETING DATES AUGUST 2021 16* Regular Meeting - 6:00 p.m. 23* Special Joint Meeting with Santa Clara Valley Water District and City of Morgan Hill via Zoom - 6:00 p.m. SEPTEMBER 2021 13* Regular Meeting - 6:00 p.m. 20* Regular Meeting - 6:00 p.m. * meeting is webstreamed and televised /s/ LeeAnn McPhillips Administrative Services/HR Director/Risk Manager DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 06/25/2021 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 Automatic Data Processing Insurance Agency, Inc. 1-800-524-7024 Lynx Technologies Inc 1350 41st Avenue Ste 202 Capitola CA 95010 Sequoia Insurance Company 22985 2018123 A Y N QWC1150510 05/16/2021 05/16/2022 1,000,000 1,000,000 1,000,000 City of Gilroy 7351 Rosanna St Gilroy CA 95020 DocuSign Envelope ID: D7A1B478-7438-46A4-BF79-E7AB1318F2B3DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- SECOND AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF GILROY AND LYNX TECHNOLOGIES, INC. WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Lynx Technologies, Inc. entered into that certain agreement entitled “Agreement for Services”, effective on July 31, 2018, 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. The first paragraph of Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: “This Amendment will become effective on July 31, 2018 and continue in effect through July 31, 2021 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. Article 4, Section A (Consideration) of the Original Agreement shall be amended to read as follows: “In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $282,600. 3. Exhibit “B” (Scope of Services) of the original agreement is hereby replaced with the attached Exhibit “B”. 4. This Amendment shall be effective on July 31, 2020. 5. 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. 6. 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. DocuSign Envelope ID: A4F01173-C686-4227-AF2C-909FBFE300C5DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- CITY OF GILROY LYNX TECHNOLOGIES, INC. By: By: [signature] Jimmy Forbis [signature] Patrick Kelleher [employee name] Interim City Administrator [name] CEO [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: A4F01173-C686-4227-AF2C-909FBFE300C5 9/24/20209/25/2020 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- EXHIBIT “B” SCOPE OF SERVICES Item 2020/2021 Hrs./ Month Hourly Rate $ / Month $ / Year 1.A Public Works Maintenance: Land base mapping, addresses, streets, parcels, utilities (water, sewer, storm) 56 $65 $3,640 $43,670 1.B Planning Maintenance: overlays for downtown, general plan, planning maps: VMT, PUDs, farmland, CEQA IS, agency data imports) 10 $65 $650 $7,800 1.C Fire Department Maintenance Monthly street and address database updates. Wall map updates. 3 $65 $195 $2,340 1.D Police CAD Updates Approximately every 4–6 weeks, update GIS Address points and Streets in Police Dept. CAD template Maverick Mapping software. 1. Import into the Test environment, verify addresses and streets for updates. Fix any problems that might arise. 2. Back up current Live maps and data, Import into the Live environment Dispatch will confirm to make sure everything is working correctly. If there are any problems the CAD will be switched back to the previous version. 4 $65 $260 $3,120 1.E Open Data Portal Work with ESRI’s Open Data environment to provide systematic and automated data for the City’s mission to provide data for public consumption. 2 $65 $130 $1,560 2.0 GIS Training and Onsite Support: Meet with staff on a as needed basis, collectively develop GIS based user-defined needs and priorities. Task assumes meeting or training 6 hours every 2 months. As Needed $85 As Needed $3,060 3.0 GIS Web Viewer, Development, and Administration: With new City implemented and more robust web viewer using ArcGIS Server and Geocortex environments: Simplify public noticing tool, integrate MTC data with City’s GIS to allow for more advanced reporting, improve Planning Dept. vicinity map, add a tool for track changes, and improve search tools. Increase viewers (planning, public works, front counter, public data, etc.), increase ability to control default data layer symbology and display, simplify addition of new 8 $65 $520 $6,240 DocuSign Envelope ID: A4F01173-C686-4227-AF2C-909FBFE300C5DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 4835-2267-0361v1 LAC\04706083 -1- layers, creation of functional search bar, open street map aerial, tool expansion, parcel query tool and mailing label generator, simplified parcel and shapefile buffering. 4.A Land Management System GIS Integration Work with City IT and Tyler Technologies staff to integrate GIS and EnerGov Permit Tracking. Attend meeting, site configuration, data schema changes and migration as required. Ongoing management and maintenance as required. 10 $85 $850 $10,200 4.B GIS Migration to City Hall Work with City IT to install ArcGIS Server Enterprise and Latitude Geographics’ Geocortex software. Configure users and security, migrate sites from current hosted environment to on- premise. Testing. Ongoing maintenance and management on-site as required and remotely. 20 $85 $1,700 $20,400 4.C Address Check Correction Assistance Develop a Master Address database in GIS that can be used to validate other business systems. Three development phases: 1) Extract existing data resources: finance, old permitting system, etc and side-by-side comparison with GIS. Modify existing GIS schema to identify source and validation mechanism; 2) Purchase / Validate outcome of 1) against CAS-certified vendor. Example, SmartyStreets. This will return a list of certification codes for all addressable records; 3) Field mapping and verification using GIS Collector App. Using 1 and 2 tasks above, identified ‘hot spots’ such as downtown to physically walk targeted areas to confirm or reject addresses. 20 $65 $1,300 $15,600 5.0 Miscellaneous Ad hoc Requests: provide additional services to the City only as requested and approved by the City. As Needed $65 As Needed $7,000 Totals 133 $9,245 $120,990 DocuSign Envelope ID: A4F01173-C686-4227-AF2C-909FBFE300C5DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A FIRST AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN CITY OF GILROY AND LYNX TECHNOLOGIES, INC. FOR ON -CALL GEOGRAPHIC INFORMATION SYSTEMS (GIS) SUPPORT SERVICES DATED JULY 31, 2018 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 July 31, 2018, 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 July 31, 2018, and will continue in effect through July 31, 2020, 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 $161,600." 3. Exhibit `B" (Scope of Services) of the Original Agreement shall be amended to add the Lynx Technologies, Inc. service cost and schedule with a contract amount not to exceed $161,600. 4. This Amendment shall be effective on July 31, 2019. 5. 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. 6. 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. 4845-8215-55400 -1- MDOLINGER104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A CITY OF GILROY By: - signature] U employee name] City Administrator title/department] Date: //1,47 Approved as to Form 0 City Attorney Lynx Technologies, Inc. signature] Patrick Kelleher name] CEO title] Date: / 4845-8215-55400 _2 _ MDOLINGER104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A AGREEMENT FOR SERVICES For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 31 s " day of u i , 20 18 , 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 -V i /Q and will continue in effect through? i unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. > k- Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor 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 "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). 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. 4835- 2267 -03610 LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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 "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $72,000.00. 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 "D ". 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 4835 - 2267 -03610 _2_ LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." 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 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, 4835 - 2267- 0361v1 _ LAC104706083 - 3 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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. 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; CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835 - 2267 -03610 LAC104706083 -4- DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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 4835-2267-036101 _ 5 _ LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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. S. 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 subcontractors 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 subcontractors, or the officers, employees, agents or representatives of either. 4835- 2267- 0361v1 LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 parry 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 parry 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 contractor or subcontractor 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 practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. 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 parry, or anyone acting on behalf of any parry, 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. 4835 - 2267 -03610 _ LAC104706083 _ 7 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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. L 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. 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. t CONSULTANT: CITY Lynx Technologies, Inc. CITY OF GILROY By: Name: Patrick Kelleher Title: CEO Social Security or Taxpayer Identification Number 26- 1717677 4836- 2267.0361v1 -g- LAC104706083 By: Name: Gabriel Gonzales Title: City Administrator DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A Approved as to Form *- 7, City Attorn y 4835- 2267- 0361v1 _ LAC104706083 _ 9 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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, Gary Heap 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. 4835- 2267- 0361v1 LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 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. 4835- 2267 -03610 _2_ LAM04706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A 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 parry or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -03610 _3 _ LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A H. NOTICES. Notices are to be sent as follows: CITY: 6-a Recte City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Lynx Technologies, Inc. 1350 41st Ave., Suite 202 Capitola, CA 95010 I. 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.I. 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.I. 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. 4835 - 2267 -03610 _4_ LAM04706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "B" SCOPE OF SERVICES 4835 - 2267 -0361 v1 1 _ LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "B" SCOPE OF SERVICES Item Hours per Total Cost Month Maintenance and Project Work 58 52,200 Land base maintenance of parcel, street and address changes to the GIS. This includes monthly extraction of assessor's records, coordinating with county and the City to acquire all recording documents. Building footprints for Commercial, High Density Residential, and Public Facilities. Street Improvements i.e. classification of sidewalk, curb and gutter and existing PCI rating. Assist engineering with future plans for Utility projects. This will include facilitating database design review, coordinating with contractors and help to analyze future GIS integration with CMMS. Other overlays as needed. For example, downtown economic development layers, Specific Plan, and school districts will be added over the next few months. Open Data Portal. Work with Microsoft's SSIS environment and other city staff to provide systematic and automated data for the City's mission to provide data for public consumption. Database Administration 8 7,200 Software Upgrades Software support and sever administrations (Application services, SQL Server administration) Spatial indexing Compressing the database periodically Managing users access to layers etc. Performance tuning Version management and administration Feature data set validation and rule -based integrity analyses Develop a database model of the existing database Develop a new database design based on current Best Management Practices with a focus on integration with the City's Community Development database, Tidemark. Develop a versioning model and managing the versioned database. DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A GIS Web Viewer, Development and 14 12,600 Administration City GIS has implemented a new and more robust web viewer using ArcGIS Server and Geocortex environments. There is one internal site with several themed views for use by internal staff throughout the city. A second viewer was also released earlier this year for public access to spatial information. This viewer allows the public to use iPad and smartphone technology to view the GIS. Continued development within these frameworks will expand functionality and ease of use for internal and external users. Integrate the existing MTC data with the city's GIS so that street moratorium and pavement condition and planned street improvement projects are available. Improve the architecture and performance of the GIS. TOTAL 80 $72,000 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "C" MILESTONE SCHEDULE Services will be provided on a monthly basis. Service equests will be prioritized on a as needed basis. 4835 - 2267 -03610 LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A EXHIBIT "D" PAYMENT SCHEDULE Work will be invoiced monthly. Invoices will only include actual hours worked rather than a preset amount and therefore will vary. All inovices will provide sufficient detail of work performed. 4835 - 2267 -03610 LAC104706083 DocuSign Envelope ID: 81B755B1-F931-4207-A8D4-50A362E6244A