HomeMy WebLinkAboutLynx Technologies (2)CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
LYNX TECHNOLOGIES INC.
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town") and Lynx Technologies Inc. ("Consultant") (together sometimes referred to as the "Parties") as of
May 16, 2019 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Town the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on November 30, 2019, and Consultant shall complete the work described in Exhibit A
on or before that date, unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 8. The time provided to Consultant to complete the
services required by this Agreement shall not affect the Town's right to terminate the
Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that Town, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed
$45,000.00, notwithstanding any contrary indications that may be contained in Consultant's proposal, for
services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to
this Agreement at the time and in the manner set forth herein. The payments specified below shall be the
only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall
submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in
writing, Consultant shall not bill Town for duplicate services performed by more than one person.
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Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
■ The beginning and ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
■ At Town's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
■ The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder;
■ The Consultant's signature;
■ Consultant shall give separate notice to the Town when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12 -month period under this
Agreement and any other agreement between Consultant and Town. Such notice
shall include an estimate of the time necessary to complete work described in
Exhibit A and the estimate of time necessary to complete work under any other
agreement between Consultant and Town, if applicable.
2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant. In the event that an invoice is not acceptable to the Town, said
invoice shall be returned to Consultant within 30 days of the Town's receipt of the invoice
with an explanation of the deficiency. Town's obligation to pay a returned invoice shall not
arise earlier than 30 days after resubmission of the corrected invoice.
2.3 Final Payment. Town shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to Town of a final
invoice, if all services required have been satisfactorily performed.
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2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pursuant to this Agreement.
Town shall make no payment for any extra, further, or additional service pursuant to this
Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule included in Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses shall be included in monthly billing
statements submitted to the Town. Reimbursable expenses are included in the total
amount of compensation provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the Town or Consultant terminates this
Agreement pursuant to Section 8, the Town shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. Town shall make available to Consultant only the facilities and equipment
listed in this section, and only under the terms and conditions set forth herein.
Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with Town employees and reviewing records
and the information in possession of the Town. The location, quantity, and time of furnishing those facilities
shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any facility that may
involve incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
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arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the Town. Consultant shall maintain the insurance policies required by this section throughout the term of
this Agreement. The cost of such insurance shall be included in the Consultant's fee. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.
Verification of the required insurance shall be submitted and made part of this Agreement prior to
execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-insurance program meets the standards of the Labor Code shall be solely in the
discretion of the Town. The insurer, if insurance is provided, or the Consultant, if a
program of self-insurance is provided, shall waive all rights of subrogation against the
Town and its officers, officials, employees, agents, contractors and volunteers for loss
arising from work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance,
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
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4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b. Town, its officers, officials, employees, agents, contractors and volunteers
are to be covered as insureds as respects: liability arising out of work or
operations performed by or on behalf of the Consultant; or automobiles
owned, leased, hired, or borrowed by the Consultant
C. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance covered shall be primary insurance as respects
the Town, its officers, officials, employees, agents, contractors and
volunteers. Any insurance or self-insurance maintained by the Town, its
officers, officials, employees, agents, contractors or volunteers shall be
excess of the Consultant's insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled by either party, except after 30 days'
prior written notice has been provided to the Town.
4.3 Professional Liability Insurance,
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $1,000,000 covering the licensed professionals' errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims -made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
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d. A copy of the claim reporting requirements must be submitted to the Town
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish Town with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the Town does not receive the required insurance documents prior to the
Consultant beginning work, it shall not waive the Consultant's obligation to provide
them. The Town reserves the right to require complete copies of all required
insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and
obtain the written approval of Town for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the Town, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the Town, its officers,
employees, agents, contractors and volunteers; or the Consultant shall provide a
financial guarantee satisfactory to the Town guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which
any insurer or contractor may require from vendor by virtue of the payment of any
loss. Consultant agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
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subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, Town may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies Town may have and are not the exclusive remedy for
Consultant's breach:
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the
fullest extent allowed by law, with respect to all Services performed in connection with this Agreement,
defend with counsel acceptable to Town, indemnify, and hold Town, its officers, employees, agents,
contractors , and volunteers, harmless from and against any and all claims that arise out of, pertain to, or
relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will
bear all losses, costs, damages, expense and liability of every kind, nature and description that arise out of,
pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend,
hold harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused by the
sole negligence, active negligence, or willful misconduct of the Town.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type of express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
Section 6. STATUS OF CONSULTANT,
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of Town. Town shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise Town shall not have the right to control the means by which
Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding
any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary,
Consultant and any of its employees, agents, and subcontractors providing services under
this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
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and all claims to, any compensation, benefit, or any incident of employment by Town,
including but not limited to eligibility to enroll in the California Public Employees Retirement
System (PERS) as an employee of Town and entitlement to any contribution to be paid by
Town for employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind Town to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS,
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which Town is bound by the terms
of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to Town that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from Town.
7.5 Nondiscrimination and Equal Opportunity Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
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Consultant shall include the provisions of this Subsection in any subcontract approved by
the Town or this Agreement.
Section 8. TERMINATION AND MODIFICATION,
8.1 Termination. Town may cancel this Agreement at any time and without cause upon
written notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to Town and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Consultant delivering to Town any or all documents,
photographs, computer software, video and audio tapes, and other materials provided to
Consultant or prepared by or for Consultant or the Town in connection with this
Agreement.
8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if Town grants such an extension, Town shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Town, Town shall have no obligation to
reimburse Consultant for any otherwise reimbursable expenses incurred during the
extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to Town for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Town. Consultant shall not subcontract any portion of the performance
contemplated and provided for herein, other than to the subcontractors noted in the
proposal, without prior written approval of the Town.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Town and Consultant shall survive
the termination of this Agreement.
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8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, Town's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
Town would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS,
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver
those documents to the Town upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the Town and are
not necessarily suitable for any future or other use. Town and Consultant agree that, until
final approval by Town, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the Town under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the Town. Under California Government Code Section 8546.7, if the amount of public
funds expended under this Agreement exceeds $10,000.00, the Agreement shall be
subject to the examination and audit of the State Auditor, at the request of Town or as part
of any audit of the Town, for a period of 3 years after final payment under the Agreement.
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Section 10 MISCELLANEOUS PROVISIONS,
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Santa Clara or in the United States District Court
for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the Town. If Consultant was an employee,
agent, appointee, or official of the Town in the previous twelve months, Consultant
warrants that it did not participate in any manner in the forming of this Agreement.
Consultant understands that, if this Agreement is made in violation of Government Code
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§1090 et seq., the entire Agreement is void and Consultant will not be entitled to any
compensation for services performed pursuant to this Agreement, including reimbursement
of expenses, and Consultant will be required to reimburse the Town for any sums paid to
the Consultant. Consultant understands that, in addition to the foregoing, it may be subject
to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will
be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees. not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Senior Planner,
Marni Moseley ("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Patrick Kelleher
Lynx Technologies, Inc.
1350 41 St Avenue, Suite 202
Capitola, CA 95010
Any written notice to Town shall be sent to:
Steve Padovan
Interim Planning Director, Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
10.12 Integration. This Agreement, including the exhibits represents the entire and integrated
agreement between Town and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
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The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS
d
Carl Cahill Cit Ve�age-r> Y
Attest:
Deborah Padovan, City Clerk
Approved as to Form:
't F4^� TAWSif
Steven T. Mat s, City Attorney
1071914.1
CONSULTANT
Patrick Kelleher, CEO
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The Partiek � have executed this Agrec-in--i(:)n't as of the Effi9ictive Datcaf A
TOWN OF LOS ALTOS HILLS
Carl, City Manager
Att(iflst:
Deborah Paidovan, City Clerk
Ap[)rov(.z,(,N,l as to Form:
Stevle.n T. Mattas, City Attorney
107,19141
("w"O' () N S U L TAN T
Patrick, Kelleher, Principal
Lyne Technologies
Consulting Services Agreement
S may 16, 2019
Town of Los Altos Hills and Lynx Inc. Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between May 16, 2019
Town of Los Altos Hills and Lynx Technologies, Inc. --Exhibit A Page 1 of 1
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January 21, 2019
Mr. Dylan Parker
Assistant Planner
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
dparker@losaltoshills.
650.947.2504
Dear Mr. Parker:
Executive Summary
Lynx Technologies will develop a new caclaster basemap that includes all parcels (fee
ownership) and easements of the Town of Los Altos Hills. 1,042 recorded maps will be used
to..enter .all lot, right-of-way, and encumbrance linework by meets and bounds (COLO)
desCrip 0 ti n. Additional trail and conservation easements will be included in using the Town's
'
hard ..copy, binder of other legal descriptions not covered by the recorded maps. Finally, the
existing trail layer recently digitized will be adjusted to match the trail easements or re-
clig,itizecl_t&fit�the observed trails within the right-of-ways using current digital
orthoP �ot,�. ''hy. Once this new base fabric is complete the Town will have one of the
h.:: ogra p
most accurate GIS basemaps in the entire San Francisco Bay area.
The final deliverables will include-
• Parcel Lots lines tagged with Tract or PM source
• Current Tax Parcels tagged with APN
• Tract / Parcel Map Overlay linked to TIFF image
Easement polygons identifying easement type and source document
• Trails layer with existing attributes adjusted to new parcel/easement
The project will require six (6) months to complete at a total cost of $44,200.
Background
This initiative began as a much more modest attempt to rectify problems with the Town's
trail layer. This layer was developed by a leading consulting firm to establish an inventory of
existing trails in the Town's corporate limits. However, the project was designed for planning
purposes only and a significant number of the trails are spatially very inaccurate. In some
cases a trail can be clearly observed on the 2016 aerial image parallel to a right -way but the
digitized trail is over 30' off in private property; in other cases you can see the trail going
through houses.
rsLYNX TECHNOLOGIES
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April 29, 2019
Page 2
We met with Town staff and after some discussion we decided to conduct a pilot to capture
the trail easements and then adjust the trail layer. The goal/hope was that we would solve
two problems: one, we would be able to accurately position the trail in the correct location in
cases where tree canopy obscured the trail's location and two, we would create a new layer
of trail easements the town could use for current and future development.
With the Town's assistance, the associated documents from one sub -area (Al) of Los Altos
Hills was collected and Lynx COGO'd the easements. For reference purposes we also
captured the parcels, and therein discovered a second problem: nothing fits the town's
parcel base. In some cases the alignments are off by over 20 feet, this was observed for
every document throughout the pilot area. A couple of examples are shown below:
The Santa Clara County parcel layer serves as the base for
the Town's Geographic Information System (GIS). This is
N
f,>o common throughout the County and has served many
local agencies for many years. The challenge is that this
base was NOT developed by COGO methods and was intended for tax purposes or
qualitative assessment. Indeed, in at least one case we observed a portion of a cul-de-sac's
right-of-way cutting through a house on the aerial imagery.
Given the above problems, and that the GIS is still relatively new, Lynx is proposing to pursue
this project to remap the parcel and easements using coordinate geometry methods.
LYNX TECHNOLOGIES,
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April 29, 2019
Page
Scope of Work
Task 1. Develop Linewor/c The Santa Clara County Department of Public Works maintains
comprehensive coverage of all recorded Tract Maps and Parcel Maps and there are 1,042
that cover the Town of Los Altos Hills:
All linework from each map will be digitized using the Basis -of -Bearings and Meets and Bounds
description. This will include:
• Tract or Parcel Map boundary
• Rig,ht-of-Way
• Lot
• Easement
• Monument or Centerline
• Construction Monuments
rimLYNX TECHNOLOGIES
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April 29, 2019
Page 4
All linework will be identified and each file will be maintained separately. This method ensures
that all original linework is transcribed to within .01' of its surveyed description and preserved for
archival purposes. Below is an example of one tract document illustrating the detail and wealth
of information to be captured:
T R ACT 0. 1947
FREMONT HILLS
UNIT NO.4
TOWN OF LO$ ALICS HILLS, CALIFORNIA
3
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Task 2.5plicing and Edge Matching. With 1,042 separate files this task is reminiscent of a jigsaw
puzzle and the challenge is to put the pieces together in such a way that minimizes error. Each
file that shares a basis -of -bearing and or a common tract boundary will be snapped together
along these lines. In general this will develop groups similar to the way they were developed.
Fremont Hills for example was developed in several phases and will form a group that have no
overlap and can maintain their dimensional integrity.
Each group will be placed into real world coordinates based on the California State Plane Zone 3
projection, NAD1983 2011 Datum in US Foot units.
We will use the Santa Clara County 2018 Digital Orthophotography imagery as the base to place
each block of digitized linework using monument boxes, fence lines or other matching physical
features. This will involve translation and rotation (affine method) for each unit to preserve the
original linework without any distortion. Overlap or gaps between adjacent groups will be
minimized, averaged and preserved on a separate layer for historical reference.
LYNXTECHNOLOGIES
April 29, 2019
Page 5
Finally, any gaps, lot splits or merges i.e. lots that were created without a recorded map will be
digitized using Caltrans Right -of -Way maps for Interstate 280 or the current county Assessor's
maps. We will georeference the image files and then use the dimensions provided to digitize
these lines snapping to the COGO linework. Lot lines will not be deleted, rather we will assign
them a 'retired'status so all original subdivision lot lines are preserved.
The final step for this task will comb through the Town's Trail Easement and Conservation
Easement binders. Based on the original pilot work, many of these documents reference existing
recorded maps but some will be based on separate deeds with legal descriptions. Lynx will
COLO the later and incorporate them into the linework file as described above.
Task 3. Build Cadaster GIS Layers. The product of Task 2 is current linework separated by type of
line. We, will isolate each type, create topology rules, test for, and correct all gaps and overlaps in
the linework. Once this phase is complete we will build polygon feature classes for parcels,
easements and Recorded Maps (tracts and parcel maps). These GIS layers will be populated with
the following characteristics (attributes):
Easement
i
Tract Number
Tract Name
Year Recorded
Hyperlink reference to TIFF
APN
Tract Number
--------------
Easement T e
_ ..................
Document Number
Task 4. Adjust Trail Layer The existing trail layer will be adjusted to fit the new parcel and
easement basemap. All attributes associated with each feature will be preserved, as will current
gaps between different trail features, unless otherwise instructed by Town staff. Where a trail is in
an easement the trail line will be placed at the approximate center of the easement. If an
easement is within a right -way and can be Observed using the aerial imagery, the line work will
be re -digitized and the attributes conflated to the new line position. If there are cases where
there is no easement, and there is too much tree canopy to see the trail, we will attempt to use
google street view to position the trail access point but will otherwise be left as -is. Each trail will
be assigned a 'correction method' attribute so that the Town will have be able to reference the
confidence level for the positional accuracy.
LYNX TECHNOLOGIES
April 29, 2019
Page 6
Cost
Ta sk 1:' COLO
350 65 $ 22,750
Task 2: Splicing and Edge Matching
150. b. 65 $ 9,750
Task 30 .90 Construction
80: 65 l $ 5,200
Task 4: Ad j u t Trails
60 65 $ 3, 900'
Project Management and Overhead
40 65 $ 2,600
Total
70 44;200
Schedule
The project will be scheduled so that it can be completed
within six months from a Notice to
Proceed. Lynx will hold a kickoff meeting with Town staff to go through the scope and details
of the proposal. we will also define a pilot area.
The pilot area will require 4 weeks to
complete and present the'results. After the pilot we will submit our procedures document
with specifications and a final schedule.
�` LYNX TECI NOL G I ES
April 29, 2019
Page 7
I appreciate the opportunity to propose the GIS professional services to the Town of Los Altos
Hills and look forward to discussing any questions you have in detail. My contact information is:
Patrick C. Kelleher, Owner
Lynx Technologies
1350 41s' Avenue, Suite 202
Capitola, CA 95010
Business Phone: (831) 479-4821
Cell Phone: (408) 482-3255
E-mail: patrickk2lynxgis.com
Lynx Technologies is committed to your GIS success providing and enhancing services to all
departments. Our goal is to continue to improve the ease of use, access and functionality of the
syste M., We believe that this requires a combination of good public/private partnerships, and the
tools to empower end-users with high quality data and applications that will improve business
processes.. Lynx staff is fully prepared to begin the project within 10 days of an executed contract
or Pu rchase, Order.
We appreciate this opportunity to help support your GIS effort and look forward to working with
you.
Sincerely/
Patrick Kelleher
Principal
Lynx Technologies
IES
LYNX TECH,"NOLOG
RESOLUTION 18-19
RESOLUTION OF THE CITY COUNCIL
OF THE TOWN OF LOS ALTOS HILLS AUTHORIZING THE CITY MANAGER TO
EXECUTE A CONTRACT WITH LYNX TECHNOLOGIES INC. FOR THE
DEVELOPMENT OF A NEW BASEMAP WITH EASEMENTS IDENTIFIED AND A
PATHWAYS LAYER FOR THE TOWN'S GEOGRAPHIC INFORMATION SYSTEM
(GIS)
WHEREAS, on July 20, 2017, the City Council authorized staff to execute a contract with Lynx
Technologies, Inc. to acquire an application and license for a geographic information system
(GIS) for the Town; and
WHEREAS, the Town's GIS became operational in December 2017; and
WHEREAS, it was determined that the Town's existing basemap was not adequate to accurately
display easements and pathways and that a basemap utilizing recorded parcel data was needed;
and
WHEREAS, the 2018-19 Planning budget includes $60,000.00 under "Other Contract Services"
which can be utilized for non -billable projects, including related GIS improvements; and
WHEREAS, the updated basemap would be an asset to the Town and its residents; and
WHEREAS, the Town will administer the consultant services contract.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the Town of Los Altos
Hills that the City Manager is hereby authorized to execute the necessary consulting services
contract in an amount not to exceed $45,000.00 for the development of a new basemap with
easements identified and a pathways layer for the Town's GIS.
The above and foregoing Resolution passed and adopted by the City Council of the Town of Los
Altos Hills at a regular meeting held on the 16th day of May 2019 by the following vote:
AYES: Spreen, Wu, Corrigan, Tankha, Tyson
NOES: None
ABSENT: None
ABSTAIN: None ,
BY:
Roger Spr n, May r
Resolution 18-19 Page I
ATTEST:
Deborah Padovan,'City Clerk
Resolution 18-19
Page 2