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Hexagon Transportation - Santa Teresa Blvd. Townhouse ProjectAGREEMENT FOR SERVICES (For contracts over $5,000 - CONTRACTOR) This AGREEMENT made this 3rd day of September, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Hexagon Transportation Consultants, Inc., having a principal place of business at 8070 Santa Teresa Blvd., Suite 230, Gilroy, CA 95020. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on September 7, 2015 and will continue in effect through June 30, 2016 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. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR'S services. 4835 - 2267 -03610 _ 1 LAC104706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR 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 CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed $12,000.00. B. Invoices CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be 4835 - 2267 -03610 LAC104706083 responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'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 CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'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, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'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, CONTRACTOR 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 -0361 v1 _3 _ LAC104106083 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, CONTRACTOR 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, CONTRACTOR shall fiunish 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 CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, .CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. 4835- 2267 -0361v1 LAC104706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'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 CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR'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 CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR 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 CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR'S failure to profession_ ally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR 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 CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY 4835 - 2267 -03610 _5_ LACN04706083 may have, CONTRACTOR 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 CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR'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 CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR 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 CONTRACTOR's duties by any new CONTRACTOR 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. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. 4835- 2267 -0361v1 _6_ LAC104706083 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 party 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 party 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 CONTRACTOR 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, CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR and that no person associated with CONTRACTOR 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 CONTRACTOR 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 party, or anyone acting on behalf of any party, 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 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. J. 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 CONTRACTOR 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. CONTRACTOR: Hexagon Transportation Consultants, Inc. By Name. e v A. Elia Title: Principal Associate Social Security or Taxpayer Identification Number 11 041 bG 15- 4835 - 2267 -03610 LAC104706083 CITY: GILROY By: V — Name: Thomas J. Title: City Administrator Approved as to Form ity A orney - \ 4835 - 2267 -0361v1 LAC104706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR 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, CONTRACTOR agrees to assign Gicela Del Rio, Senior Associate, 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, CONTRACTOR 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 CONTRACTOR shall commence the Services upon delivery to CONTRACTOR 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 a -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, David Bischoff shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR 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 CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR 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 CONTRACTOR as provided for in Article 4 of this Agreement. 4835 - 2267 -03610 LAC104706083 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. CONTRACTOR 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 A. STANDARD OF WORKMANSHIP CONTRACTOR 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 CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR 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 CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), 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 CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 48352267 -0361v1 _2_ LAQ04706083 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 CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR 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 CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR 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 party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835- 2267 -03610 _3 _ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: David Bischoff, Community Development City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Gicela Del Rio Hexagon Transportation Consultants, Inc: 8070 Santa Teresa Blvd., Suite 230 Gilroy, CA 95020 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 CONTRACTOR 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 CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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_ LAC104706083 EXHIBIT "B" SCOPE OF SERVICES Attached - Hexagon Transportation Consultants, Inc. letter dated August 21, 2015, Proposal to Prepare an Updated Traffic Impact Analysis for the Proposed Santa Teresa Blvd. Townhouse Project. 4835- 2267 -0361v1 LAC104706083 EXHIBIT "C" MILESTONE SCHEDULE Attached - Hexagon Transportation Consultants, Inc. letter dated August 21, 2015, Proposal to Prepare an Updated Traffic Impact Analysis for the Proposed Santa Teresa Blvd. Townhouse Project. 4835- 2267 -0361 v1 LAM04706083 EXHIBIT "D" PAYMENT SCHEDULE Attached - Hexagon Transportation Consultants, Inc. letter dated August 21, 2015, Proposal to Prepare an Updated Traffic Impact Analysis for the Proposed Santa Teresa Blvd. Townhouse Project. 4835 - 2267 -0361v1 LAC104706083 h" HEXAGON TPANSPOPTATION (ONSULTANTS, INC August 21, 2015 Mr. Henry Servin City of Gilroy Public Works Department, Engineering Division 7351 Rosanna Street Gilroy, California 95020 Subject: Proposal to Prepare an Updated Traffic Impact Analysis for the Proposed Santa Teresa Boulevard Townhouse Project Dear Mr. Servin: Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare an updated traffic impact analysis for the proposed Santa Teresa Boulevard Townhouse Project in Gilroy, California. Project Understanding The proposed project is located on the southeast corner of the Santa Teresa Boulevard and First Street intersection on a mostly vacant 10.83 -acre site. The project, as proposed, would consist of 217 townhomes. A traffic impact analysis was prepared by RBF Consultants (Dated June 23, 2015) and submitted to the City of Gilroy for Review. There are a number of components missing from that report that are required by the City of Gilroy and the Congestion Management Program (CMP) of the Santa Clara Valley Transportation Authority (VTA). Specifically, the components that Hexagon has been asked to provide are as follows: • A background study scenario accounting for traffic associated with all currently approved development projects in the city. • A cumulative study scenario accounting for traffic associated with all approved and pending development projects in the city. • An assessment of potential freeway impacts per CMP requirements. • An assessment of potential project impacts on bicycle, pedestrian, and transit facilities. It is our understanding that the City does not need Hexagon to conduct a peer review of the traffic study. However, our scope of work does include time for Hexagon staff to conduct a brief technical review of the key data and assumptions used in the RBF traffic study. Since the updated analysis conducted by Hexagon will be based on information and assumptions in the RBF study, this step is important to ensure that the data and assumption used in the traffic study do not have any fatal flaws. Scope of Work The updated analysis will evaluate traffic conditions during the weekday AM and PM peak hours for the selected study scenarios. The same 26 study intersections studied in the RBF traffic study will be evaluated for the updated analysis. Our scope and budget assumes that no additional study intersections will need to be evaluated and no new traffic data will be collected. It is not anticipated that a freeway analysis would be necessary for this project. However, per CMP guidelines, the traffic study will include an analysis to document the determination that a freeway level of service analysis is not required. Additional budget would be necessary if a freeway level of service analysis is required. The key transportation facilities will be evaluated for the following study scenarios: 8070 Santa Teresa Boulevard, Suite 230 . Gilroy, California 95020 • phone 408.846.7410 • fax 408.846.7418 • www.hextrans.com Mr. Henry Servin August 21, 2015 Page 2 of 3 • Background Conditions: Existing + approved developments. • Background + Project Conditions: Existing + approved developments + project trips. • Cumulative without Project Conditions: Existing + approved developments + proposed developments. • Cumulative with Project Conditions: Existing + approved developments + project trips + proposed developments. Study Tasks The tasks to be included in the analysis are: 1. Brief Technical Review. The traffic count data upon which the analyses are based will be reviewed to identify any count data that may be outdated or that may not be consistent with current traffic patterns in the study area. The count data used in the analysis will be compared to currently available count data that Hexagon has on file for the study intersections. The trip generation estimates and trip distribution pattern used in the RBF traffic study will be evaluated to be sure they are accurate. Evaluation of Background /Approved Conditions. Traffic volumes from approved developments will be added to the existing peak -hour volumes to obtain traffic volumes for background conditions. A list of approved projects (including size, use, and location) will be obtained from the City of Gilroy Planning Division for this task. Additionally, traffic from vacant buildings in the City will be addressed in the background scenario as directed by the City of Gilroy. A list of current vacant buildings in the city will be obtained from the City of Gilroy Building Division. Improvements associated with approved developments will be assumed as directed by the City of Gilroy. Intersection levels of service under background conditions will be evaluated using the CMP methodology (TRAFFIX). The need for future signalization of the unsignalized study intersections will be evaluated on the basis of the Peak Hour Warrant (Warrant 3 — Part B) in the 2012 California Manual on Uniform Traffic Control Devices (CA MUTCD). 3. Evaluation of Background + Project Conditions. Project - generated traffic will be added to background traffic volumes to yield traffic volumes under background + project conditions. Intersection levels of service under project conditions will be evaluated using the CMP methodology. Peak -hour traffic signal warrant checks will be conducted for the unsignalized study intersections under this scenario. 4. Bicycle, Pedestrian, and Transit Facilities. A qualitative analysis of the project's likely effect on transit service in the area and on bicycle and pedestrian circulation in the study area will be included in the traffic analysis. The analysis will discuss the planned bicycle and pedestrian facilities included in the City's Trails Master Plan and Bicycle /Pedestrian Transportation Plan that relate to the project site. Recommendations for accommodating these planned facilities will be included in the report. 5. Freeway Capacity Check. The magnitude of project trips on freeway segments near the site will be determined and compared to the CMP's threshold for determining the need for freeway level of service analysis. The results of this task will be documented in the report. 6. Evaluation of Cumulative Conditions. Traffic volumes from proposed but not yet approved developments will be added to background conditions peak -hour volumes to obtain traffic volumes for cumulative without project conditions. A list of proposed projects (including size, use, and location) will be obtained from the City of Gilroy Planning Division for this task. Cumulative plus project conditions will be determined by adding project trips to cumulative without project conditions. Intersection levels of service under cumulative conditions will be evaluated using the CMP methodology. Peak -hour traffic signal warrant checks will be conducted for the unsignalized study intersections under this scenario. 7. Description of Impacts and Recommendations. Based on the results of the analyses, impacts of the site - generated traffic will be identified and described. Recommendations will be formulated that identify the locations and types of improvements or modifications necessary to mitigate significant project Mr. Henry Servin August 21, 2015 Page 3 of 3 impacts. Improvements could include street widenings, lane additions, changes in lane usage, addition of traffic signals, or modifying existing traffic signals. 8. Reports. Our findings and recommendations will be summarized in a draft letter report for review by the City. Comments received on the draft report will be addressed and a final technical letter traffic report will be developed. The final traffic report and technical appendices will be submitted both in hardcopy and electronic formats. 9. Additional Services. Any work not specifically referenced in the above Scope of Work —for example analyzing a different project description, conducting intersection counts, analyzing additional intersections, analyzing different phases of development, a protracted project schedule, and drawing conceptual plans for mitigation measures— shall be considered additional services. Additional services will require additional budget and additional time. TIME OF PERFORMANCE Barring any unforeseen delays, the draft letter report will be submitted six weeks after receipt of all data provided or required by the City. The final report will each be delivered one week after receipt of all respective review comments. We are ready to start work immediately upon authorization. COST OF SERVICES The cost for services rendered under this agreement (Work Items 1 through 8), as outlined above, will be lump sum amount of $12,000. Work Item 9, "Additional Services ", shall be provided upon authorization and, if requested, will be billed separately. Billing will be conducted monthly, on a percent complete basis. Additional Services shall be provided upon authorization and, if requested, will be billed separately. This price quote is good for 30 days and assumes that all project - related activities will be completed within one year. An extended project schedule will require additional budget for project administration. We appreciate your consideration of Hexagon Transportation Consultants for this assignment. If you have any questions, please do not hesitate to call. Sincerely, HEXAGON TRANSPORTATION CONSULTANTS, INC. Gicela Del Rio Senior Associate HEXAG -1 OP ID: MR '4`16. t CERTIFICATE OF LIABILITY INSURANCE DATE 09 /25D/YYYY) 09125/15 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES.NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 925 - 932-7823 R. C. Fischer & Co. Fax: 925 -932 -0962 P.O. Box 8101 Walnut Greek, CA 94596 -8101 i Gordon J. Fischer, CPCU CONTACT Melissa Rivera PHONE 925 - 627 -5467 ANC No): No Ext ADDRESS: mrivera @rcfischer.com INSURERS AFFORDING COVERAGE NAtC # .INSURER A: Travelers Indemnity of CT 25682 INSURED Hexagon Transportation Consultants, Inc. 4 North Second St., #400 San Jose, CA 95113 INSURER B: Travelers. Prop Cas Co of Amer 25674 Technology Insurance Company INSURER C: INSURER D: Admiral Insurance Co. 24856 INSURER E: $ 1,000,000 INSURER F: $ 300,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS'TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSION_ S_ AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. '1�TR TYPE OF INSURANCE POLICYNUMBER POLICY M/DD1YYYY POLICY / ffYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 PREMISES Ea occurrence $ 300,000 A X COMMERCIAL GENERAL LIABILITY X 68088411-482 03/01/15 03/01/16 CLAIMS -MADE FK OCCUR MED EXP (Any one person) $ . 5,000 PERSONAL & ADV INJURY $ 1,000,000 HIRED & NON -OWNED AUTO INCLUDED IN LIABILITY GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $ 2,000,000 Is POLICY X PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS PROPERTY AMAGE $ $ UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 B X EXCESS LIAB CLAIMS -MADE CUP581SP929 03/01/15 03/01116 DIED X RETENTION $ 0 $ C WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N/A TWC3464939 03/01/15 03/01/16 X WCSTATU- OTH- TORY LIMITS E.L EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yyes, describe under DESCRIPTION OF OPERATIONS below p Prof Liability Eo00000146618 03/01/15 03/01/16 Ea Claim 2;000,00 Claims Made Form $5,000 DED. Aggregate 2,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: Santa Teresa Blvd. Townhouse Project City of Gilroy, its officers, officials and employees are named as an additional insured. CERTIFICATE HOLDER I;ANt;tLLAI lUN GILRO -0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Gilroy ACCORDANCE WITH THE POLICY PROVISIONS. its officers,officials and AUTHORIZED REPRESENTATIVE employees 7351 Rosanna Street iGilroy, CA 95020 @ 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 680- 884IL482- TCT -15 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 03 -16 -15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): CITY OF GILROY, ITS EMPLOYEES, OFFICERS, OFFICIALS AND VOLUNTEERS 7351 ROSANNA STREET GILROY CA 95020 -6141 PROJECTILOCATION OF COVERED OPERATIONS: PROVISIONS A. The following is added to WHO IS AN INSURED (Section 11); The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for "bod- ily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services ". e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 02007 The Travelers Companies, Inc: Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into 'that "contract or agreement requiring insurance" for such addi- tional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional in- sured when the additional insured is also an addi- tional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights. Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section N): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" on or for the pro- ject, or at the location, shown in the Schedule above, performed by you, or on your behalf, un- der a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal_ in- jury" offense is committed. D. The following definition is added to DEFINITIONS (Section 1): "Contract or agreement requiring insurance" means that part of any contractor agreement un- der which you are required to include the person or organization shown in the Schedule as an ad- ditional insured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs, and the "personal injury" is caused by an of- fense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2007 The Travelers Companies, Inc. CG D3 82 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission