Staff Report Lynx AgreementDATE:
TO:
FROM:
TOWN OF LOS GATOS MEETING DATE: 08/06/2019
COUNCIL AGENDA REPORT ITEM NO: 9
July 26, 2019
Mayor and Town Council
Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to execute a five-year agreement with Lynx
Technologies for a total contract amount not to exceed $400,000
RECOMMENDATION:
Authorize the Town Manager to execute a five-year agreement with Lynx Technologies for a
total contract amount not to exceed $400,000.
BACKGROUND:
Lynx Technologies has been working with the Town on mapping projects since 2003. In 2005,
Lynx developed online Geographical Information Systems (GIS) map content for the Town. For
over 10 years, the Town has executed annual agreements engaging Lynx to host, maintain, and
provide consulting services for the Los Gatos GIS map.
The most recent Agreement for Consultant Services with Lynx Technologies for GIS services,
dated July 1, 2018 and included as Attachment 1 to this report, remained in effect until June 30,
2019 for an initial total amount not to exceed $46,000.
The First Amendment to the Agreement, dated May 6, 2019, increased the total compensation
amount by $3,000 (Attachment 2 to this report) to ensure not to exceed the authority of the
Town Manager.
The Second Amendment to the Agreement, dated June 19, 2019 (Attachment 3 to this report)
increased the total compensation amount by $5,000 and extended the term of the contract by
two months until August 31, 2019. This was done during the Council's summer recess and
approval of the Manager's actions during the recess is a separate agenda item. The second
extension provided staff the time to work with Lynx on an acceptable multi -year contract for
recommended Town Council approval, while also allowing for uninterrupted use of Town GIS
services.
PREPARED BY: Chris Gjerde, IT Manager and Holly Zappala, Management Analyst
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director
110 E. Main Street Los Gatos, CA 95030 • 406-354-6832
www.losgatosca.gov
PAGE 2 OF 3
SUBJECT: Authorize the Town Manager to execute a five-year agreement with Lynx
Technologies for a total contract amount not to exceed $400,000
DATE: August 6, 2019
DISCUSSION:
Lynx currently hosts all of the Town's online GIS websites, which are utilized by Town staff, the
Police Department, and the public. The Town has multiple systems, spanning through different
Departments, that interact with the GIS data. These include the Town's official Address List, the
Community Development Department's permitting software (Accela), the Police Department's
Computer -Aided Dispatch, and on -premises ArcGIS databases among others. The owner of
Lynx is well -versed in the relationships these systems have with the GIS and how to maintain
each of them. GIS has become a very useful daily tool for the public as well as staff in the
Planning, Building, Engineering, and Police Departments.
Lynx has assisted the Town with a number of special projects over the years. Most recently,
these include Wildland Urban Interface (WUI) map design, Community Emergency Response
Team (CERT) map design, North 40 map updates, the local update of census addresses
operation for the Census Bureau, spatial adjustments for streetlights, medians, and
geographical hazards for the Engineering Division, wall maps, parcel ownership and mailing
address updates, annexation updates, and special map requests.
Per the Town's Purchasing Policy's professional services selection guidelines, the Community
Development and Information Technology Departments continue to select Lynx as the most
qualified provider of GIS consulting services based on their demonstrated competence and
qualifications. If the Town were to begin a new GIS consulting contract with a different
consultant, it would be incredibly disruptive and the Town would lose Lynx's vast institutional
knowledge of its various computer systems.
The Town has engaged in annual contracts with Lynx for GIS services for over 10 years at a total
cost of $374,250. In an effort to streamline the Town's contract process with Lynx and secure
the benefit of multi -year pricing and Lynx's expertise, staff recommends entering into a five-
year contract with Lynx Technologies as opposed to entering into another annual contract.
Since Lynx provides professional services, comparing their hourly rate with other GIS
consultants is not the primary concern; however, the Lynx hourly rates, provided as Exhibit B to
Attachment 4 (Draft Agreement for Consultant Services) of this report, are far below the rates
of other GIS consultants. The Town Attorney has reviewed and approved Lynx as a sole source
provider as found in Attachment 5.
CONCLUSION:
Authorize the Town Manager to execute a five-year agreement with Lynx Technologies for a
total contract amount not to exceed $400,000.
PAGE 3 OF 3
SUBJECT: Authorize the Town Manager to execute a five-year agreement with Lynx
Technologies for a total contract amount not to exceed $400,000
DATE: August 6, 2019
COORDINATION:
The Finance Department, Information Technology, and Town Manager's Office coordinated this
report.
FISCAL IMPACT:
There are sufficient funds available in the Information Technology budget.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachments:
1. Agreement for Consultant Services
2. First Amendment to Agreement for Consultant Services
3. Second Amendment to Agreement for Consultant Services
4. Draft Five -Year Agreement for Consultant Services
5. Sole Source Memorandum Approved by Town Attorney
AGR 1S.19_5"
IHH
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into on July 1, 2018 by and between TOWN OF LOS
GATOS, a California municipal corporation, ("Town") and Lynx Technologies ("Consultant"),
whose address is 1350 41' Street, Suite 202, Capitola, CA 95010. This contract will remain in
effect from July 1, 2018 to June 30, 2019. This Agreement is made with reference to the following
facts.
I. RECITALS
1.1 The Town desire to engage Consultant to provide Geographical Information Systems (GIS)
Consulting.
1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant
to this Agreement.
1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience,
and resources necessary to timely perform the services described in this Agreement.
Consultant acknowledges Town has relied upon these warranties to retain Consultant.
Il. AGREEMENTS
2.1 Scope of Services. Consultant shall provide services as described in that Consultant shall
provide Geographical Information Systems ( GIS) consulting assistance including any
mapping assistance with online browser -based maps and desktop based maps, geo file
maintenance, address database updates and maintenance, address change processes. address
noticing processes, and integration of GIS information with other Town applications.
(Including Community Development services as described in Exhibit A)
2.2 Term and Time of Performance. Consultant shall perform the services described when the
Town submits a signed purchase order for services.
2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Consultant
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Consultant to practice its
profession. Consultant shall maintain a Town of Los Gatos business license pursuant to
Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibilitl . Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.5 Information/Report Handlim. All documents furnished to Consultant by the Town and all
reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
Agreement for Consultant Services — Lynx Technologies
05/2011
Page 1 of 6
Attachment 1
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and the
Consultant shall not make any of these documents or information available to any
individual or organization not employed by the Consultant or the Town without the written
consent of the Town before such release. The Town acknowledges that the reports to be
prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a
defined project, and Town's use of the information contained in the reports prepared by the
Consultant in connection with other projects shall be solely at Town's risk, unless
Consultant expressly consents to such use in writing. Town further agrees that it will not
appropriate any methodology or technique of Consultant which is and has been confirmed
in writing by Consultant to be a trade secret of Consultant.
2.6 Compensation. Compensation for Consultant's professional services shall not exceed
$46,000.00, inclusive of all costs. Payment shall be based upon Town approval of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.8 Availabilitw of Records. Consultant shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement.
Consultant shall make these records available to authorized personnel of the Town at the
Consultant's offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Consultant. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
2.10 Independent Contractor. It is understood that the Consultant, in the performance of the
work and services agreed to be performed, shall act as and be an independent contractor and
not an agent or employee of the Town. As an independent contractor he/she shall not obtain
any rights to retirement benefits or other benefits which accrue to Town employee(s). With
prior written consent, the Consultant may perform some obligations under this Agreement
by subcontracting, but may not delegate ultimate responsibility for performance or assign or
transfer interests under this Agreement. Consultant agrees to testify in any litigation brought
regarding the subject of the work to be performed under this Agreement. Consultant shall
be compensated for its costs and expenses in preparing for, traveling to, and testifying in
Agreement for Consultant Services — Lynx Technologies
0512011
Page 2 of 6
such matters at its then current hourly rates of compensation, unless such litigation is
brought by Consultant or is based on allegations of Consultant's negligent performance or
wrongdoing.
2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any individual
member of the Staff or management of the Town or its representatives nor shall it enter into
any such holdings or agreements. In addition, Consultant warrants that it does not presently
and shall not acquire any direct or indirect interest adverse to those of the Town in the
subject of this Agreement, and it shall immediately disassociate itself from such an interest,
should it discover it has done so and shall, at the Town's sole discretion, divest itself of such
interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it
does not employ a person having such an interest in this performance of this Agreement. If
after employment of a person, Consultant discovers it has employed a person with a direct
or indirect interest that would conflict with its performance of this Agreement, Consultant
shall promptly notify Town of this employment relationship, and shall, at the Town's sole
discretion, sever any such employment relationship.
2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex, color,
race, marital status, sexual orientation, ancestry, physical or mental disability, national
origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
Agreement for Consultant Services Lynx Technologies
o>rzon
Page 3 of 6
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement.
General Liability:
The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self -insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
3.2 All Coveraces. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain
Workers' Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend
the Town its officers, agent, employees and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up because
of damages to property or personal injury received by reason of, or in the course of
05201 I
Agreement for Consultant Services - Lynx Technologies Page 4 of 6
performing work which may be occasioned by a willful or negligent act or omissions of the
Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of a
subsequent breach of the same or any other provision of this Agreement.
4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 _Termination of Aw eement. The Town and the Consultant shall have the right to terminate
this agreement with or without cause by giving not less than fifteen days (15) written notice
of termination. In the event of termination, the Consultant shall deliver to the Town all
plans, files, documents, reports, performed to date by the Consultant. In the event of such
termination, Town shall pay Consultant an amount that bears the same ratio to the
maximum contract price as the work delivered to the Town bears to completed services
contemplated under this Agreement, unless such termination is made for cause, in which
event, compensation, if any, shall be adjusted in light of the particular facts and
circumstances involved in such termination.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Lynx Technologies
Attn: Patrick Kelleher, Principal
1350 41 `t St. Suite 202
Capitola, CA 95010
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
Agreement for Consultant Services Lynx Technologies
092011
Page 5 of 6
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Consultant. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los $ atos by:
Laure/Prevetti
Town Manager
Recommended by:
Chris Gjerde,
Information Technology Manager
Approved as to Form:
Robe t''Schultz
Town Attorney
05/2011
Consultant, by:
Patrick Kelleher
' ,4„,'I
Principal
Agreement for Consultant Services — Lynx Technologies Page 6 of 6
May 7, 2018
Ms. Sylvie Roussel
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95031
RE: GIS Website Maintenance for the Town of Los Gatos
Dear Sylvie,
Lynx Technologies will provide GIS Web Maintenance services for the Town of Los
Gatos. We propose to host and maintain the dynamic map content developed in 2005 at
Lynx Technologies' facility.
Maintenance of the website will begin July 1, 2018 and extend for 12 months. Service
requests will be directed to our Office Manager, and should be addressed within the same
business day, generally within 2 hours. The maintenance budget will be a set fee of $500
per month to include all labor, materials, overhead of website hosting through the end of
FY 18/19.
Maintenance is to cover all labor, and overhead costs including the following:
• IT Infrastructure
• Data hosting
• IT Maintenance Service Fees: Hardware and Software
• High-speed Internet connection fees
• Monthly Web Updates of Data Layers
In addition minor development enhancements such as additional reports, changing
existing reports, reconfiguring the existing layer schema, or adding new layers is included
in the maintenance fee.
Thank -you for this opportunity to continue to work with you.
Sincerely,
Digitally signed by Patrick Kelleher
Patrick Kelleher DN: cn=Patrick Kelleher, o=Lynx Technologies,
ou, email=patrickk@lynxgis.com, c=US
Date: 20 t 8.05.06 03:36:36 -07'00'
Patrick Kelleher
Lynx Technologies
�Xi.ti81T A
MEMORANDUM
DATE: June 27, 2018
TO: Rob Schultz, Town Attorney
FROM: Chris Gjerde, IT Manager
SUBJECT: Sole Source for Approval by Town Attorney
LynxGIS Professional Services
BACKROUND:
This sole source memo is to request approval of an agreement with LynxGIS for professional
services. Starting a new GIS consulting contract with a new consultant would be very disruptive
to the Town's progress with GIS. Lynx hosts all the online GIS websites (staff, public, PD). Lynx
has taken point on our LUCA Census work this year as well. The owner of Lynx is very familiar
with the relationships between, and maintenance of, our many departments and systems that
interact with the GIS data including our official Address list, Accela, Police CAD, on -premises
ArcGIS databases, and others. Since LynxGIS provides professional services, comparing their
hourly rate with other GIS consultants is riot our primary concern, however the Lynx hourly rate
of $75/hr is far below other GIS consultants we have contacted in the past.
Approved as to Form:
e.atia opt, rAaatitYlye-- (c/Z Ove
Rob Schultz, Town Attorney Date
(15(,:,)%117r
Shelley Neis, Cleile Administrator Date
N:\INFOSYS\CONTRACT\ATTY REVIEW SOLE SOURCE LYNXGIS.DOCX
AGR t �
IHH
FIRST AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this sixth day of May,
2019 and amends that certain agreement for Consultant Services dated July 1, 2018, made by and
between the Town of Los Gatos, ("Town,") and the Lynx Technologies ("Consultant.")
RECITALS
A. Town and Consultant entered into a Consultant Services Agreement on July 1, 2018,
("Agreement"), a copy of which is attached hereto and incorporated by reference as
Attachment 1 to this Amendment.
AMENDMENT
I Compensation is hereby amended to provide that the agreement shall not exceed $49,000,
inclusive of all costs.
2. All other terms and conditions ofthe Agreement remain in full force and effect.
IN W1TN.ESS WHEREOF. the Town and Consultant have executed this Amendment,
Town of Los Gatos
By:
Laurel Prevetti
Town Manager
Department Approval.
Chris Gjerde
IT Manager
Approved as to Fonn:
Ro),ert Sch
Town Alto
First Amendment Lynx `l crhnologies
1 of I
Approved as to Consent:
D r kL t'
By:
Patrick Kelleher
Principal
Attest:
Shelley Neis.. MC
Clerk Administrator
;r\ (pj5[�9
Attachment 2
DocuSign Envelope ID: 989FE205-D0A4-4650-BA30-128A5D81 F928
AGR 1911\
IHH
SECOND AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 19th day of June, 2019 and
amends that certain agreement for Consultant Services dated July 1, 2018, made by and
between the Town of Los Gatos, (`Town") and Lynx Technologies ("Consultant").
RECITALS
A. Town and Consultant entered into an Agreement for Consultant Services on July 1, 2018
(Agreement"), a copy of which is attached hereto and incorporated by reference as
Attachment 1 to this Amendment.
B. Town and Consultant entered into a First Amendment to the Agreement for Consultant
Services on May 6, 2019 ("First Amendment"), a copy of which is attached hereto and
incorporated by reference as Attachment 2 to this Amendment.
SECOND AMENDMENT
1. This contract is amended to remain in effect from July 1, 2018 to August 31, 2019.
2. Compensation is hereby amended to provide that the agreement shall not exceed
$54,000, Inclusive of all costs.
3. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos
Approved as to Consent:
Docu9igned by:
PL2fri lJZ.tjAdar 6/20/2019
Laurel Prevetti Talit}4er
Town Manager Principal
Department Approval:
Chris Gjerde
IT Manager
Approved as to Form: Attest:
RobertSchu
Town Attorn
• * .r) 11146
Shelley Neis, CMS
ClerkAdnai#ietcater-
Attachment 3
DRAFT AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into on September 1, 2019 by and between TOWN OF
LOS GATOS, a California municipal corporation, ("Town") and Lynx Technologies,
("Consultant"), whose address is 1350 41St Street, Suite 202, Capitola, CA 95010. This contract
will remain in effect from September 1, 2019 to June 30, 2024. This Agreement is made with
reference to the following facts.
I. RECITALS
1.1 The Town desires to engage Consultant to provide Geographical Information Systems (GIS)
consulting.
1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant
to this Agreement.
1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience,
and resources necessary to timely perform the services described in this Agreement.
Consultant acknowledges Town has relied upon these warranties to retain Consultant.
II. AGREEMENTS
2.1 Scope of Services. Consultant shall provide services as described in that Consultant shall
provide Geographical Information Systems (GIS) consulting assistance including any
mapping assistance with online browser based maps and desktop -based maps, geo file
maintenance, address database updates and maintenance, address change processes, address
noticing processes, and integration of GIS information with other Town applications
(including Community Development services as described in Exhibit A).
2.2 Time of Performance: Consultant shall perform the services described when the Town
submits a signed purchase order for services.
2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Consultant
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Consultant to practice its
profession. Consultant shall maintain a Town of Los Gatos business license pursuant to
Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibilit . Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.5 Information/Report Handlinia. All documents furnished to Consultant by the Town and all
reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
Attachment 4
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and the
Consultant shall not make any of the these documents or information available to any
individual or organization not employed by the Consultant or the Town without the written
consent of the Town before such release. The Town acknowledges that the reports to be
prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a
defined project, and Town's use of the information contained in the reports prepared by the
Consultant in connection with other projects shall be solely at Town's risk, unless
Consultant expressly consents to such use in writing. Town further agrees that it will not
appropriate any methodology or technique of Consultant which is and has been confirmed
in writing by Consultant to be a trade secret of Consultant.
2.6 Compensation. Compensation for Consultant's professional services shall not exceed a total
contract amount of $400,000.00, inclusive of all costs. Refer to the Lynx Technologies Fee
Schedule, attached as Exhibit B, for labor and printing rates. Payment shall be based upon
Town approval of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.8 Availability of Records. Consultant shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement.
Consultant shall make these records available to authorized personnel of the Town at the
Consultant's offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Consultant. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
2.10 Independent Contractor. It is understood that the Consultant, in the performance of the
work and services agreed to be performed, shall act as and be an independent contractor and
not an agent or employee of the Town. As an independent contractor he/she shall not obtain
any rights to retirement benefits or other benefits which accrue to Town employee(s). With
prior written consent, the Consultant may perform some obligations under this Agreement
by subcontracting, but may not delegate ultimate responsibility for performance or assign or
transfer interests under this Agreement. Consultant agrees to testify in any litigation brought
Agreement for Consultant Services — Lynx Technologies
05/2011
Page 2
regarding the subject of the work to be performed under this Agreement. Consultant shall
be compensated for its costs and expenses in preparing for, traveling to, and testifying in
such matters at its then current hourly rates of compensation, unless such litigation is
brought by Consultant or is based on allegations of Consultant's negligent performance or
wrongdoing.
2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any individual
member of the Staff or management of the Town or its representatives nor shall it enter into
any such holdings or agreements. In addition, Consultant warrants that it does not presently
and shall not acquire any direct or indirect interest adverse to those of the Town in the
subject of this Agreement, and it shall immediately disassociate itself from such an interest,
should it discover it has done so and shall, at the Town's sole discretion, divest itself of such
interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it
does not employ a person having such an interest in this performance of this Agreement. If
after employment of a person, Consultant discovers it has employed a person with a direct
or indirect interest that would conflict with its performance of this Agreement, Consultant
shall promptly notify Town of this employment relationship, and shall, at the Town's sole
discretion, sever any such employment relationship.
2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex, color,
race, marital status, sexual orientation, ancestry, physical or mental disability, national
origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
Agreement for Consultant Services — Lynx Technologies
05/2011
Page 3
certificates and endorsements are to be received and approved by the Town
before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement.
•
General Liability:
The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self -insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain
Workers' Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend
the Town its officers, agent, employees and volunteers from all damages, liabilities,
Agreement for Consultant Services — Lynx Technologies
05/2011
Page 4
penalties, costs, or expenses in law or equity that may at any time arise or be set up because
of damages to property or personal injury received by reason of, or in the course of
performing work which may be occasioned by a willful or negligent act or omissions of the
Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of a
subsequent breach of the same or any other provision of this Agreement.
4.2 Governinw Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate
this agreement with or without cause by giving not less than fifteen days (15) written notice
of termination. In the event of termination, the Consultant shall deliver to the Town all
plans, files, documents, reports, performed to date by the Consultant. In the event of such
termination, Town shall pay Consultant an amount that bears the same ratio to the
maximum contract price as the work delivered to the Town bears to completed services
contemplated under this Agreement, unless such termination is made for cause, in which
event, compensation, if any, shall be adjusted in light of the particular facts and
circumstances involved in such termination.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Lynx Technologies
Attn: Patrick Kelleher, Principal
1350 41' St. Suite 202
Capitola, CA 95010
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
Agreement for Consultant Services — Lynx Technologies
05/2011
Page 5
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Aw eement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Consultant. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los Gatos by: Consultant, by:
Laurel Prevetti Patrick Kelleher
Town Manager Principal
Recommended by:
Chris Gjerde
Information Technology Manager
Approved as to Form:
Robert Schultz
Town Attorney
Agreement for Consultant Services — Lynx Technologies
05/2011
Page 6
June 26, 2019
Ms. Sylvie Roussel
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95031
RE: GIS Website Maintenance for the Town of Los Gatos
Dear Sylvie,
Lynx Technologies will provide GIS Web Maintenance services for the Town of Los
Gatos. We propose to host and maintain the dynamic map content developed in 2005 at
Lynx Technologies' facility.
Maintenance of the website will begin July 1, 2019 and extend for 60 months. Service
requests will be directed to our Office Manager, and should be addressed within the same
business day, generally within 2 hours. The maintenance budget will be a set fee of $500
per month to include all labor, materials, overhead of website hosting through the end of
FY23/24.
Maintenance is to cover all labor, and overhead costs including the following:
• IT Infrastructure
• Data hosting
• IT Maintenance Service Fees: Hardware and Software
• High-speed Internet connection fees
• Monthly Web Updates of Data Layers
In addition minor development enhancements such as additional reports, changing
existing reports, reconfiguring the existing layer schema, or adding new layers is included
in the maintenance fee.
Thank -you for this opportunity to continue to work with you.
Sincerely,
Patrick Kelleher
Lynx Technologies
Exhibit A
Lynx Technologies Fee Schedule
Labor Rates:
Printing Rates:
Wall Map Print
Page print
Ye.:.
2019/2020
2020/2021
2021/2022
2022/2023
2023/2024
$65
$70
$70
$75
$75
o $7/sq. ft. (Poster Paper=72" max & no Laminate)
o $9/sq. ft. (Poster Paper & Laminate=58" max)
o Vinyl (102 inch max) or frame, quote from Artech (Avg. $13-$14/sq. ft.)
o Tough paper 11" x 17": $4.00(Double), $3.50(Single)
o Heavy paper 11" x 17": $3.00(Double), $2.50(Single) ref. Dynamic estimate
o Bond Paper 11" x 17": $2.00(Double), $1.50(Single) See Estimate 1846_MHiII for
printed & pocketed by Artech
o Tough paper 8-1/2" x 11": $3.50(Double), $3.00(Single)
o Heavy paper 8-1/2" x 11": $2.00(Double), $1.50(Single) ref. Dynamic estimate
o Bond Paper 8-1/2" x 11": $1.00(Double), •$0.50(Single)
Shipping cost
o Based an container size, typically $15 to $35/shipping
Exhibit B
MEMORANDUM
DATE: July 23, 2019
TO: Rob Schultz, Town Attorney
FROM: Chris Gjerde, IT Manager
SUBJECT: Sole Source for Approval by Town Attorney
Lynx Technologies GIS Professional Services
BACKROUND:
This sole source memo is to request approval of an agreement with Lynx Technologies GIS for
professional services. Starting a new GIS consulting contract with a new consultant would be
very disruptive to the Town's progress with GIS. Lynx hosts all the online GIS websites (staff,
public, PD). Lynx has taken point on our LUCA Census work as well. The owner of Lynx is very
familiar with the relationships between, and maintenance of, our many departments and
systems that interact with the GIS data including our official Address list, Accela, Police CAD, on -
premises ArcGIS databases, and others. Since Lynx GIS provides professional services,
comparing their hourly rate with other GIS consultants is not our primary concern, however
their hourly rates are far below other GIS consultants we have contacted in the past.
Approved as to Form:
Rob Schultz, To Attorney Date
1,o\i9
Shelley Neis, CMC, To '+" Clerk Date
Attachment 5
C:\USERS\HZAPPALA\DOWNLOADS\ATTACHMENT 5 - SOLE SOURCE MEMORANDUM APPROVED BY TOWN