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Agreement - Lynx Technologies, Inc. - Fifth Amendment to Agreement for Services - Signed 2023-06-29
4835-2267-0361v1 LAC\04706083 -1- FIFTH 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 Agreement will become effective on July 31, 2018 and continue in effect through July 31, 2024 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 CONSULTANT exceed $448,590.” 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, 2023. 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: EE561246-BE1A-4157-BBDA-52B52F1C6CF4DocuSign Envelope ID: 181A0B3E-CE72-4A4B-8B60-3CDB4F8922DDDocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: EE561246-BE1A-4157-BBDA-52B52F1C6CF4 6/9/2023 LeeAnn McPhillips, behalf of DocuSign Envelope ID: 181A0B3E-CE72-4A4B-8B60-3CDB4F8922DDDocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 6/29/2023 Exhibit “B” Scope of Services Scope of Services and Breakdown of Labor Categories Item 2023/2024 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 $4,875 $652.50 $195 $262.50 $58,500 $7,830 $2,340 $3,150 DocuSign Envelope ID: EE561246-BE1A-4157-BBDA-52B52F1C6CF4DocuSign Envelope ID: 181A0B3E-CE72-4A4B-8B60-3CDB4F8922DDDocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 Total for FY2023-24 - $140,940 2.1 GIS Enterprise Upgrade: Upgrade database to version 11.x, impose standards, metadata, migrate feature layers to ArcGIS Pro including all web services web maps and other content. Migrate to be aligned with modern ArcGIS Solutions using the ESRI/LGIM model and SME experience per proposed specification. 16.7 $75 $1,252.50 $15,030 2.2 GIS Migration to City Hall Work with City IT to install ArcGIS Server Enterprise and VertiGIS North America’s 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 $1,252.50 $15,030 2.3 Easements Convert existing linework of 12,145 features to polygons. Re-visit record drawings and capture date, type and width, hyperlink polygonised feature to County Record document. 40 $75 $3,000 $36,000 2.4 Training Train Gilroy’s GIS staff on Geocortex Essentials Manager. Training will be conducted via Teams or Zoom, in weekly 1- to 1½ hrs. sessions. Task includes ongoing support. 6 $85 $510 $3,060 DocuSign Envelope ID: EE561246-BE1A-4157-BBDA-52B52F1C6CF4DocuSign Envelope ID: 181A0B3E-CE72-4A4B-8B60-3CDB4F8922DDDocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 4835-2267-0361v1 LAC\04706083 -1- FOURTH AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF GILROY AND LYNX TECHNOLOGIES, INC. Lynx Technologies, Inc. entered into that certain agreement entitled Agreement for Services , effective on July 31, 2018, 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 2. Article 4, Section A (Consideration) of the Original Agreement shall be amended to read as follows: CONSULTANT the amounts set forth in however shall the total compensation paid to CONTRACTOR exceed $351,815. 3. Exhibit 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 TABLE B – Scope of Services and Breakdown of Labor Categories DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 Approved as to Form *- 7, City Attorn y 4835- 2267- 0361v1 _ LAC104706083 _ 9 DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 EXHIBIT "B" SCOPE OF SERVICES 4835 - 2267 -0361 v1 1 _ LAC104706083 DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD LYNXT-1 OP ID: PW 06/21/2023 Pam Wess Professional Ins. Assoc Shepherd & Assoc Ins. Services 1100 Industrial Road #3 San Carlos, CA 94070 Pam Wess 408-526-1112 408-526-1777 pam@shepherd-insurance.com Valley Forge Ins Co. Hiscox Insurance Company, Inc. LYNX Technologies, Inc1350 41st Ave. Ste 202Capitola, CA 95010 A X 2,000,000 X X B7012936799 09/15/2022 09/15/2023 1,000,000 10,000 2,000,000 4,000,000 X 4,000,000 1,000,000A X B7012936799 09/15/2022 09/15/2023 XX B X P100.508.303.8 09/04/2022 09/04/2023 Limit $2M/$2M B Retroactive date:9/1/1991 City of Gilroy, its officers, representatives, employees and agents are additional insureds when required by written contract per the attached additional insured endorsements. 10 day written notice of cancellation for non-payment of premium. 30 days all other. City of Gilroy 7351 Rosanna St. Gilory, CA 95020-6196 408-526-1112 20508 10200 Professional (E&O) DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 SB300113D (Ed.6-16) ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: City of Gilroy 7351 Rosanna St. Gilroy, CA 95020-6196 Information required to complete this Schedule,if not shown on this endorsement,will be shown in the Declarations. It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following: A.The person or organization shown in the Schedule is an insured,but only with respect to such person or organization's liability for "bodily injury,""property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: 1.in the performance of your ongoing operations;or 2.in connection with premises owned by or rented to you. B.However,if coverage for the additional insured is required by written contract or written agreement,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide such additional insured with: 1.coverage broader than required by such contract or agreement;or 2.a higher limit of insurance than required by such contract or agreement. C.The coverage granted by this endorsement does not apply to "bodily injury"or "property damage"included within the "products-completed operations hazard." Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. SB300113D (Ed.6-16) Page 1of1 Copyright,CNA All Rights Reserved.00020009970129367995157DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective: DPL E5424 CW (02/1)Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 E5424.1 Blanket Additional Insured Endorsement (PL) In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph V., “’You’ or ‘Your’,”is amended to include the following at the end thereof: You or Your shall also include any Additional Insured but only for the Wrongful Acts of those contemplated in paragraphs 1., 2. or 3. of the definition of ”’You’ or ‘Your’”: 2. The following definition is added to Clause VI. DEFINITIONS: AI-A.Additional Insured means any person(s) or organization(s) with whom You have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Policy, provided the contract or agreement: 1. is currently in effect or becomes effective during the Policy Period; and 2. was executed before the Professional Services from which the Claim arises were performed. 3. In Clause III.EXCLUSIONS, paragraph F. is deleted in its entirety and replaced with the following: F. brought by or on behalf of one Insured against another Insured; provided, however, this Exclusion will not apply to any Claim brought by an Additional Insured in any capacity other than that of an Additional Insured. All other terms and conditions remain unchanged. P100.508.303.8 Lynx Technologies, Inc. 1 09/04/2022 DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 SB146902G (Ed.6-16) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE Insurance is provided only with respect to those coverages for which a specific limit is shown: COVERAGE LIMIT Hired Auto Liability:$ Non-owned Auto Liability:$ (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) PROVISIONS A.COVERAGE With respect only to the Coverage(s)for which a limit is shown in the SCHEDULE above,the insurance provided under Coverage A.1.Business Liability for "bodily injury"and "property damage"also applies to "bodily injury"or "property damage"arising out of the maintenance or use of a: •"Hired auto"used by you or your "employee"in the course of your business;and/or •"Non-owned auto"used in the course of your business.Maintenance or use of a "non-owned auto"includes test driving in connection with an "auto business." With respect only to the coverage provided by this endorsement,under Coverages,coverage A.1.Business Liability is amended to: 1.Delete paragraph A.1.b.(1)(b)and replace it with the following: b.This insurance applies: (1)To "bodily injury"and "property damage"only if: (b)The "occurrence"occurs during the policy period;and 2.Delete paragraph A.1.b.(2),. B.LIMITS OF INSURANCE With respect only to the coverage provided by this endorsement,SECTION D.Liability And Medical Expenses Limits of Insurance is deleted in its entirety and replaced with the following: D.Limits Of Insurance 1.Regardless of the number of: a.Insureds; b.Claims made or "suits"brought; c.Persons or organizations making claims or bringing "suits";or d."Autos," the applicable Hired Auto Liability limit or Non-Owned Auto Liability limit shown in the Declarations is the most we will pay for damages under SECTION A.Coverages because of all "bodily injury"and "property damage" resulting from any one "occurrence"arising out of the maintenance or use of a "hired auto"or "non-owned auto." SB146902G (Ed.6-16) Page 1 of 3 Copyright,CNA All Rights Reserved.200200099701293679970081,000,000 1,000,000 DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 SB146902G (Ed.6-16) C.EXCLUSIONS With respect only to the insurance provided by this endorsement: 1.Under Exclusions,the paragraph entitled Applicable to Business Liability Coverage is amended to delete all exclusions except exclusions a.,b.,d.,e.,f.and i.and to add the following exclusions: This insurance does not apply to: •Fellow Employee "Bodily injury"to: (1)Any fellow "employee"of the insured arising out of and in the course of employment by the insured or while performing duties related to the conduct of the insured's business;or (2)The spouse,child,parent,brother or sister of that fellow "employee"while as a consequence of Paragraph (1)above. •Care,Custody or Control "Property Damage"to: (1)Property owned or being transported by,or rented or loaned to the insured;or (2)Property in the care,custody or control of the insured. D.WHO IS AN INSURED With respect only to the insurance provided by this endorsement,Who Is An Insured is replaced by the following: Each of the following is an insured under this insurance to the extent set forth below: 1.You; 2.Subject to paragraph 3.c.below,your "employee"while operating an "auto"hired or rented under a contract or agreement,with your permission,in that "employee's"name,while performing duties related to the conduct of your business. 3.Anyone else including any partner or "executive officer"of yours while using with your permission a "hired auto"or a "non-owned auto"except: a.The owner or lessee (of whom you are a sublessee)of a "hired auto"or the owner or lessee of a "non-owned auto"or any agent or "employee"of any such owner or lessee; b.Your "employee"if the covered "auto"is owned by that "employee"or a member of his or her household; c.Your "employee"if the covered "auto"is leased,hired or rented by him or her or a member of his or her household under a lease or rental agreement for a period of 180 days or more; d.Any partner or "executive officer"with respect to any "auto"owned by such partner or officer or a member of his or her household; e.Any partner or "executive officer"with respect to any "auto"leased or rented to such partner or officer or a member of his or her household under a lease or rental agreement for a period of 180 days or more; f.Any person while employed in or otherwise engaged in duties in connection with an "auto business,"other than an "auto business"you operate; g.Anyone other than your "employees,"partners,a lessee or borrower or any of their "employees,"while moving property to or from a "hired auto"or a "non-owned auto";or 4.Any other person or organization,but only with respect to their liability because of acts or omissions of an insured under 1.,2.or 3.above. E.AMENDED DEFINITION The Definition of "insured contract"in Section F –Definitions is amended by the addition of the following exceptions to paragraph f.: SB146902G (Ed.6-16) Page 2 of 3 Copyright,CNA All Rights Reserved. DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 SB146902G (Ed.6-16) Paragraph f.does not include that part of any contract or agreement: •That pertains to the loan,lease or rental of an "auto"to you or any of your "employees,"if the "auto"is loaned, leased or rented with a driver;or •That holds a person or organization engaged in the business of transporting property by "auto"for hire harmless for your use of a covered "auto"over a route or territory that person or organization is authorized to serve by public authority. F.ADDITIONAL DEFINITIONS Section F.Definitions is amended by the addition of the following definitions: a."Auto Business"means the business or occupation of selling,repairing,servicing,storing or parking "autos." b."Hired auto"means any "auto"you or your "employee"lease,hire,rent or borrow in the course of your business. This does not include: i.Any "auto"you lease,hire or rent under a lease or rental agreement for a period of 180 days or more,or ii.Any "auto"you lease,hire,rent or borrow from any of your "employees,"partners,stockholders,or members of their households. c."Non-owned auto"means any "autos"you do not own,lease,hire,rent or borrow that are being used in the course and scope of your business at the time of the "occurrence."This includes "autos"owned by your "employees"or partners or members of their households but only while being used in the course and scope of your business at the time of the "occurrence." If you are a sole proprietor,"non-owned auto"means any "autos"you do not own,lease,hire,rent or borrow that are being used in the course and scope of your business or personal affairs at the time of the "occurrence." G.With respect only to the operation of a "hired auto"or "non-owned auto,"Paragraph H,of the Businessowners Common Policy Conditions is deleted and replaced with the following: H.Other Insurance 1.Except for any liability assumed under an "insured contract"the insurance provided by this Coverage Form is excess over any other collectible insurance. However,if your business is the selling,servicing,repairing,parking or storage of "autos,"the insurance provided by this endorsement is primary when covered "bodily injury"or "property damage"arises out of the operation of a customer's "auto"by you or your "employee." 2.When this Coverage Form and any other Coverage Form or policy covers on the same basis,either excess or primary,we will pay only our share.Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. All other terms and conditions of the Policy remain unchanged. SB146902G (Ed.6-16) Page 3 of 3 Copyright,CNA All Rights Reserved.20020009970129367997009DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135 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 04/18/2023 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 DBA: Lynx Technologies Inc 1350 41st Avenue Ste 202 Capitola CA 95010 Sequoia Insurance Company 22985 2971149 A N N QWC1280392 05/16/2023 05/16/2024 1,000,000 1,000,000 1,000,000 City of Gilroy 7351 Rosanna St Gilroy CA 95020 DocuSign Envelope ID: FDEC21C3-64EE-4EB3-9F0F-1FFF36C32135