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LSA Associates - 2016 Agreement
AGREEMENT FOR SERVICES (For design professional contracts over $5,000) This AGREEMENT made this 19`h day of April, 2016 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: LSA Associates, Inc., having a principal place of business at 221.5 Fifth Street, Berkeley, CA 94710. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 19, 2016 and will continue in effect through April 18, 2017 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services ") within the time periods described in and Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY .shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4845. 8718- 3385v1 _1 LAC \04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D". In no event however shall the total compensation paid to CONSULTANT exceed $150,000. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this. Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4845- 6718- 3385v1 _2_ LAC104706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) 4845. 6718- 3385vd LAC \04706083 —3— with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4845- 6718- 3385v1 _4_ LAC \04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.I., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that ,such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall 4845.6718- 3385v1 _5_ LAC \04706083 reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the. term of this Agreement, the CONSULTANT shall use due professional care to comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 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 4845.6718.3385v1 LAC \04706083 -6- 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 CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any 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. 4845- 6718- 3385v1 LAC \04706083 -7- 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.I. 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 CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: [-,S,6 6& ut figs; Inc- By: Name: Title: .1 ck,(i (n a -1 Social Security or Taxpayer Identification Number 94- 2341614 4845 - 6718- 3385v1 LAC104706083 -g- CITY: CITY OF GILROY By: Name: Title: Approved as to Form City Attorney 4845-6718- 3385v1 LACN04706083 -9- ATTEST: 1niex'l(n FXecwfi`rc gs4� -9- EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B'% Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Greta Brownlow, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the Services required herein. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Kristi Abrams shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.I. ( "Notices ") of this Exhibit "A". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not satisfactorily completed all of such Services, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4845 -6718- 3385v1 LAC104706083 -1 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. CONSULTANT'S SERVICES TO BE APPROVED BY A REGISTERED PROFESSIONAL ENGINEER All civil (including structural and geotechnical) engineering plans, calculations, specifications and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and shall include his or her name and license number. Interim documents shall include a notation as to the intended purpose of the document, such as "preliminary" or "for review only." All civil engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal of the licensee and the date of signing and sealing or stamping. All final civil engineering calculations and, reports shall bear the signature and seal or stamp of the licensee, and the date of signing and sealing or stamping. B. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. C. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with 4845. 6718- 3385v1 _2_ LAC \04706083 applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. D. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law; sufficient books and records in accordance with standard California accounting practices to establish the .correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. E. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. F. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. G. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.E 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. 4845. 6718- 3385v1 _3 _ LAC104706083 H. 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. NOTICES Notices are to be sent as follows: CITY: Kristi Abrams, Community Development Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: J. 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.J. 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.J. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee, working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or 4845 - 6718- 3385v1 LAC104706083 consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4845. 6718- 3385v1 LAC \04706083 -5- EXHIBIT "B" SCOPE OF SERVICES Attached 4845- 6718- 3385v1 _1 LAC104706083 L C A I I ASSOCIATES, . INC. J 2211 5 FIFTH STREET BERKELEY, CALIFORNIA 94710 April 20, 2016 Kristi Abrams, PE Community Development Director City of Gilroy 7531 Rosanna St. Gilroy, CA 95020 IRVINE RIVERSIDE 510.540.7331 TEL CARLSBAD PALM SPRINGS ROCKLI'N 510.540.7344 FAX FRESNO PT. RICHMOND SAN LUIS OBISPO Subject: Proposal to Prepare a Report Pursuant to California Elections Code Section 9212 Dear Kristi: LSA Associates, Inc. (LSA) is pleased to submit this proposal to prepare report pursuant to California Elections Code Section 9212 (Section 9212). The report would provide information and answer questions concerning the effects of an initiative that is expected to be placed on the ballot before the City of Gilroy (City) electorate in November. The "Gilroy Urban Growth Boundary Initiative" (Initiative) would amend the City's Urban Growth Boundary (UGB). More specifically,. this Initiative would create a policy within the City's General Plan that establishes geographic limits for long -term development while allowing flexibility within those limits to respond to the City's changing needs over time. STAFFING The project will be managed by Greta Brownlow, PhD, Associate, who will coordinate with City staff and ensure that all tasks are completed in an efficient, cost - effective manner. Greta will research and function as the primary author of the report with assistance from Matt Kawashima, LSA Planner, and LSA support staff, including word processing and technical specialist staff such as Amy Fischer, LSA Principal for air quality, greenhouse gas emissions, Tim Lacy, LSA Principal for biological resources, and Andrew Pulcheon LSA Principal for cultural resources, as needed. LSA's analysis will also be informed by technical studies prepared by Hexagon Transportation Consultants (Hexagon) and BAE Urban Economics (BAE). Judith Malamut will be the Principal -in- Charge for the project and will provide Principal -level review of the report and offer strategic assistance. SCOPE OF WORK LSA will undertake the following basic tasks in analyzing the Initiative and preparing the associated report pursuant to Section 9212: Report Initiation. LSA will review the Initiative and collect and review all relevant background documents, including all documents available on the City's General Plan website at www.Gilroy 2040.com. LSA has already initiated this task by reviewing the materials conveyed via email by the Community Development Director on March 10. As part of project initiation, LSA will also travel to Gilroy to meet with City staff prior to preparation of the Administrative Draft Report to refine this scope of work and collect additional documents. It is assumed that subsequent to this meeting, any additional documents will be provided by City staff in digital form. 4/20/16 (0:\PROPOSAL \16010- Gilroy 9212\LSA 9212 Report Proposal 04- 20- 16_REVISED.docx) PLANNING I ENVIRONMENTAL SCIENCES I DESIGN LSA ASS OC I A I F.S. INC. Develop Land Use and Traffic Assumptions. LSA will work with the City to develop assumptions regarding the level of development that would occur outside of the UGB under the Initiative. This will include assumptions regarding the future extension of roadways outside of City limits. These assumptions will form the foundation of our analysis in the 9212 report, as they will inform our assessment of the level of environmental and fiscal impacts that would occur with implementa- tion of the Initiative versus the development scenarios under the existing General Plan. Prepare Administrative Draft Report. LSA will prepare an Administrative Draft report that addresses the questions and concerns of decision - makers and the public about the Initiative. The report will include an analysis of potential environmental impacts associated with establishment of the UGB, as well as a fiscal analysis and an economic benefit analysis to determine the economic costs and benefits associated with the Initiative. The fiscal and economic benefit analyses will be prepared by BAE, who will be engaged as a subconsultant to LSA. LSA will incorporate BAE's analyses into the Administrative Draft Report. Full scopes of work for preparation of these analyses are included as an attachment to this letter. LSA will address the following topics included under Section 9212 in the Administrative Draft Report: • Fiscal Impacts: As noted above, BAE will prepare an analysis of the fiscal impacts of the Initiative. LSA will incorporate the findings of this analysis into the Administrative Draft Report. As noted above, BAE's full scope of work for preparation of this analysis is included as an attachment to this letter. • Consistency with Local Plans: LSA will analyze the consistency of the Initiative with the City's General Plan and Zoning Ordinance, including its consistency with the General Plan Housing Element. This analysis will include an assessment of the availability of land for residential development, and in particular, will identify the location of land available for the development of affordable housing. Additionally, the Initiative's effects on the City's jobs/housing balance will be addressed. • Economic Benefits: The report will contain an assessment of the impacts of the Initiative's implementation on the City's ability to attract and retain business and employment. This will include an analysis of economic benefits, to be conducted by BAE. As noted above, LSA will incorporate BAE's findings into the Administrative Draft Report. BAE's scope of work is included as an attachment to this letter. • Agriculture and Open Space: LSA understands that the City has a desire to preserve prime agricultural land. In this section, we will address how this goal would be affected by the Initiative. An assessment of the use and preservation of open space lands will also be included. • Traffic: Hexagon will prepare an analysis of the traffic and circulation effects of implementa- tion of the Initiative. This analysis will utilize the City's current traffic model, and will include an assessment of the difference in impact fees that would be collected under the Initiative versus under implementation of the City's existing General Plan and the Gilroy 2040 General Plan. Hexagon's full scope of work for preparation of the traffic analysis is included as an attachment to this letter. 4/20/16 (OAPROPOSAL16010- Gilroy 9212\LSA 9212 Report Proposal 04- 20- 16_REVISED.docx) 2 LSA ASSOCIA'I'1(S, INC. o Public Facilities and Services: LSA will assess the effects of the Initiative on the ability of public service agencies and utility providers to continue to provide services within the City, based on available information. This analysis will include an assessment of the effects on police, fire, and emergency services, as well as on school facilities and services. This analysis will also include an assessment of the effects of the Initiative's implementation on water supply and delivery; wastewater collection, treatment, and disposal; stormwater drainage; solid waste disposal; and electric, gas; and telecommunications utilities. Additional topics may be included in the report at the City's discretion. It is assumed that other matters the City wishes to be analyzed in the report will be discussed at the March 29, 2016 meeting, including the City, LSA, Hexagon, and BAE. The report will include the following sections: 1) background/introduction; 2) executive summary; 3) description of the Initiative and the potential effects /outcomes of its implementation; 4) a general comparison of the Initiative outcomes with the proposed Draft General Plan land uses and existing General Plan land uses; and 5) analysis of issues and questions. LSA will confirm the framework of the report with City staff prior to preparing the Administrative Draft Report. This proposal is based on the assumption that LSA would rely on existing documents, and that no new technical analysis (excluding the TIA and economic reports) would be required. The Administrative Draft Report will be distributed to reviewers in digital format. • Prepare Screencheck Draft Report. After receipt of one set of non- contradictory comments from the reviewers (either at an in- person work session or via email), LSA will prepare a Screencheck Draft Report. The Screencheck Draft Report will be distributed in digital form to reviewers to verify that all requested changes have been made and all final graphics and appendices are acceptable. • Prepare Final Report. Working from a set of consolidated non - contradictory comments, LSA will amend the Screencheck Draft Report to prepare a Final Report. The Final Report will be provided to the City in digital form for distribution. • Meetings and Hearing. Up to two full -day meetings with City staff and report reviewers (or an equivalent mix of meetings and conference calls) are assumed. In addition, LSA will attend the City Council hearing at which the Council will consider the 9212 Report. LSA will be available to present the key conclusions of the report and answer questions. Based on our discussion with the City at our March 29, 2016 meeting, the analysis contained in the 9212 Report and supporting technical documents would. be based on the following parameters: 1) The Report will present two development scenarios for comparison: a) development under the City's existing General Plan; and b) development under the existing General Plan with implementation of the Initiative; 2) Given that the 2040 General Plan update has not yet been approved by the City, it is assumed that the existing General Plan remains the City's governing land use planning and policy document, and that the analysis contained in the 9212 Report should focus on implementation of the Initiative under the existing General Plan; 4/20/16 (0:\PROPOSAL \16010 - Gilroy 9212\LSA 9212 Report Proposal 04- 20- 16_REVISED.docx) LSA ASS 0CIA'I ES, INC. 3) For the purposes of analysis, it is assumed that no new development will take place outside of the UGB with passage of the Initiative;' and 4) For the purposes of analysis, it is further assumed that any future development inside of the UGB that would be spurred by the imposition of the UGB, and would be in excess of what is allowable under the current General Plan, would require approval of future amendments to the General Plan, and is not analyzed in this report. ASSUMPTIONS This scope of work is based on the following assumptions: • No additional technical analysis (excluding preparation of the TIA and economic reports) will be required to prepare the report beyond what is already available and/or included in this proposal. • The City will make legal counsel available to assist LSA and answer questions. • City staff will provide existing Initiative - related documents to LSA in digital or paper format. • City staff will provide LSA with land use /zoning data for the existing General Plan and Draft. General Plan (including the Draft EIR sections and background reports prepared for the 2040 Draft EIR), a vacant lands inventory, a list of current pipeline projects (permitted and in construction) for the existing General Plan and Draft General Plan, any technical reports and studies associated with the Draft General Plan update that are not available on the www.gilroy 2040.com website, and if available, administrative draft sections of the General Plan EIR. • One set of comments (including City attorney comments) would be provided on the Administrative Draft Report and Screencheck Draft Report; comments will be non - contradictory and consolidated to the extent possible. BUDGET AND SCHEDULE L.SA will complete the scope of work discussed above under a not -to- exceed budget limit of $140,000. This not -to- exceed budget. assumes intensive, sustained work over the course of the project and under a schedule to be determined between LSA and City staff, focused assistance from LSA technical and support staff, and materials /direct costs (printing, travel, etc.). LSA has also included a contingency of $10,000 which would not be used without written authorization from the City. With the contingency, the total budget would be $150,000. A detailed budget is included as an attachment to this letter. L LSA will work with the City to confirm with Gilroy Unified School District that no new schools would be required outside of the UGB. 4/20/16 (0: \PROPOSAL \16010 - Gilroy 9212\LSA 9212 Report Proposal 04- 20- 16_REVISED.docx) 4 I.SA ASSOC I A I FS, INC, LSA understands that the Final Report must be completed within 30 days after verification of the Initiative signatures. LSA will discuss a detailed schedule, including dates for submittal and review of the Administrative Draft Report and Screencheck Draft Report at our kick -off meeting with the City. We appreciate the opportunity to submit this proposal and look forward to undertaking this interesting project. Sincerely, LSA ASSOCIATES, INC. <�'44 Jk-. V'k� ith H. Malamut, AICP G to Brownlow, PhD Principal Associate Attachments: Budget BAE Scope of Services Hexagon Scope of Services 4/20/16 (0:\PROPOSAL \16010 - Gilroy 9212\LSA 9212 Report Proposal 04- 20- 16_REVISED,docx) I.SA ASSOCIATES, INC. This page intentionally left blank. 4/20/16 (0:\PROPOSAL \16010- Gilroy 9212\LSA 9212 Report Proposal 04- 20- 16_REVISED.docx) Table 2: Cost Estimate 0iPROPOSA01,9010 -Gilroy 9212\O1roy9212 Bud9et_042016.xis (4202016) _ Hoarly Rate: _ ? m & e t7 v e m W 9 h o v m- T � o: 2 a U a 3 E 3 TOTAL Total S. S?OS x170 S80 5155 1 $150 5120 1 $115 $105 I 5 /00 S.6raedf 101 321 161 21 101 21 21 511,050 Tasks. Technical Memorandum Administrative Draft Memorandum 241 40 40 10 55 4 4 81 8 $27,300 Screenc6eck Draft Memorandum 121 20 24 4 24 2 2 4 4 513,290 Final Memorandum 61 8 8 2 8 4 4 $5,560 Sabt9w 42 68 72 16 87 61 6 16 16 546,150 Task 3._ Meetings and Ptro'ect.Management - Sitbtotb! 1 161 -401 101 41 8 - I - - -- 112,700 Total Hoard 681 140 981 22 105 8 8 161 16 .$69.900 Subtotal Coat 513,9401 523,800 57,840 f3A10 $15,750 S%0 S9201 SIAW1 51,600. .569,900 Item Total S 1, Mileage, deliveries, mailings, reports $500, 2. Production; copies,. printing $112001 3 Hmion'Traffic Impact Analysis $42;600' 4. Bac Urban Economics Evaluation .$25,800 TOTAL MISCELLANEOUS COSTS 570,100 $10,000 $150,000- 0iPROPOSA01,9010 -Gilroy 9212\O1roy9212 Bud9et_042016.xis (4202016) bae urban economics April 6, 2016 Greta K. Brownlow, PhD Associate LSA Associates, Inc. 2215 Fifth Street Berkeley, CA 94710 Re: REVISED Proposal for City of Gilroy 9212 Study Scope of Work and Budget Dear Ms. Brownlow: BAE Urban Economics, Inc. (BAE) is pleased to submit to LSA Associates, Inc. ( "LSA ") the enclosed quotation for professional services related to the preparation of a 9212 economic and fiscal impact analysis for the City of Gilroy. BAE Urban Economics, Inc. (BAE) is urban economics and real estate consultancy headquartered in Berkeley, CA with additional offices in Sacramento, Washington D.C., Los Angeles, and New York. A full description of our firm can be found at: www.bael.com. Introduction BAE proposes to prepare an economic benefits and fiscal impact study related to a proposed petition drive sponsored by a Gilroy citizens group that would require voter approval for large housing projects outside Gilroy's current city limits. The study will focus on quantifying the economic and fiscal impacts associated with changes in development that would arise from the adoption of the proposed general plan policies. Scope of Work The economic and fiscal benefits study would be structured as follows: Task 1: Start-up The purpose of Task 1 is to work with LSA and the client to confirm and refine, as necessary two scenarios for analysis and to identify key documents and data for use in BAE's analysis. The scenarios established by the City and LSA are: (1) the impacts of the current General Plan upon build -out; and (2) the impacts on the current General Plan subject to the constraints of the initiative. BAE will participate in a start up meeting with LSA and the City. BAE will rely upon LSA and the City to determine the number of parcels and development envelop by land use that would be subject to the initiative constraints. San Francisco Sacramento Los Angeles Washington DC New York City 2600 10`h St., Suite 300 803 2ntl St., Suite A 706 South Hill St., Suite 1200 1400 1 St. NW, Suite 350 49 West 27`h St., Suite 10W Berkeley, CA 94710 Davis, CA 95616 Los Angeles, CA 90014 Washington, DC 20005 New York, NY 10001 510.547.9380 530.750.2195 213.471.2666 202.588.8945 212.683.4486 www.bael.com Task 2: Setup IMPLAN Model and Data Purchase Under this task for the economic impact analysis, BAE proposes to scope the analysis to measure the impacts on the City of Gilroy and Santa Clara County. BAE will purchase and use the IMPLAN 2014 data set. IMPLAN is a widely accepted economic modeling software package used to estimate economic impacts. Task 3: Estimate Economic Impacts for 9212 Analysis Using the IMPLAN model with local regional economic data and data from the two alternatives, BAE will undertake an analysis of the economic impacts as follows: .Construction Impacts. BAE will estimate the construction impacts of the two alternatives, including: Number of direct, indirect, and induced jobs related to construction opportunities • Total annual economic activity related to construction • Total new construction salaries /wages To complete this analysis, BAE will define an appropriate absorption period to indicate annual construction impacts using data from market studies prepared as part of the General Plan 2040. BAE will rely upon the City and LSA to determine the number of square feet of residential units that would not be constructed as a result of the initiative. Permanent Employment Impacts. BAE will estimate the impacts related to ongoing employment levels associated with each of the two alternatives. The analysis will compare the job impacts for commercial uses proposed under the current General Plan and any limitation on commercial uses that may arise under the citizen's general plan policies. The permanent job impact analysis will include: • Number of direct, indirect, and induced jobs related to commercial development • Total annual economic activity related to commercial development • Total new construction salaries /wages To complete this analysis, BAE will utilize the types of permanent employment typically associated with the commercial uses permitted under the four alternatives. BAE's estimates for jobs will need to be consistent with employment generation rates contained in the City's environmental analysis for the 2040 plan. Further, BAE will rely upon already prepared market studies that indicate the support for general manufacturing uses in Gilroy. BAE will also utilize the report prepared by ADE for the City as part of the Alternatives Report. A general description of IMPLAN and the definitions of direct, indirect, and induced impacts is presented in Attachment A. Task 4: Estimate 9212 Fiscal Impacts BAE will utilize data or estimated of fiscal impacts prepared for the Gilroy 2040 DEIR. The fiscal impact will include an estimate of current and projected revenues for the City of Gilroy and GUSD under the two alternatives, including: • Property tax revenues • Sales tax revenue • Utility user taxes • Franchise taxes • Transient Occupancy Taxes • Permit and business license fees paid to the City • Vehicle license fees • Landscape CFD revenue The analysis will focus on new expenditures required to support the following City of Gilroy and GUSD services: • General administration • Police • Fire and EMS • Recreation • Public Works • Community development • Schools • City Operating Reserves Requirements This analysis will result in an estimate of the net fiscal benefits to the City and GUSF. Task 5: Identify Qualitative Economic Impacts While the primary focus of the study is quantitatively estimate economic and fiscal impacts, under this task BAE will identify qualitative economic impacts associated with. the proposed citizen general plan policies. These impacts may include impacts on the City's economic development program and quality of life. These qualitative economic impacts will be incorporated as a separate section of the study. Task 6: Prepare Draft and Final Report Under this task, BAE will prepare a report to present the methodology and findings from the economic and fiscal analyses. BAE will submit one draft report for review by LSA and the City of Gilroy. After receipt of comments, BAE will submit a final draft within ten business days to 3 LSA. BAE will provide an electronic version of the final report in PDF format and can provide up to four hard copies of the final report upon request. Task 7: Presentation of Results Under this task, BAE will prepare a brief PowerPoint presentation and attend one City Council meeting to present the study results. Budget BAE will complete this assignment on a not to exceed budget of $24,500, plus $1,300 of IMPLAN data expenses as noted in Task 2 above. BAE will invoice LSA on the first day of each month for the duration of the contract. Invoices will be on a percent complete basis. All fees will be due and payable within 30 days of receipt of invoice. Schedule BAE will submit draft reports within five weeks of authorization to proceed. The final reports will be submitted within ten business days of receipt of comments. staff This assignment will be led by David. Shiver, Principal with support by Ray Kennedy, Vice - President and Stephanie Hagar, Senior Associate. Thank you for this opportunity to work with you and LSA. If you have any questions, please do not hesitate to contact me at 510 - 547 -9380. Sincerely, [�v David L. R. Shiver Principal 4 ATTACHMENT A Methodology: The IMPLAN Input -Output Model For years, economists have used regional and national input - output models as a tool to understand the extremely complex interactions among the various parts of an economy. The economic model used in this analysis, IMPLAN ( "IMpact analysis for PLANning "), is a widely - accepted, PC -based computer software package that automates the process of developing input- output models for regions within the United States. At the heart of the model is an input- output dollar flow table. For the specified region, the input- output table accounts for all of the dollar flows between the different sectors within the economy. Using this information, the IMPLAN software models the way income injected into one sector is then spent and re -spent in other sectors of the economy, generating waves of economic activity, or so-called "economic multiplier" effects. Regions studied using the IMPLAN model can be defined at various geographic levels to fit the particular analysis. The developers of the model maintain large databases of economic and trade data that are collected and published by the federal government. These data are compiled and formatted for use in the IMPLAN model. The data that IMPLAN uses are customized to reflect the specific, detailed economic characteristics of each area that is included within the specified regional study area. The IMPLAN model in turn is able to summarize the economic effects of a given economic "event" that is input into the model, expressing the impacts in terms of direct, indirect, and induced jobs, output, value added, and income by industry sector. Types of Economic Impacts For every dollar spent in economic activities at MIDD, some portion of that dollar remains in the local economy. For this analysis the IMPLAN model would estimate six categories of impacts: • Direct impacts • Indirect impacts • Induced impacts • Total economic impacts • Employment • Tax impacts 5 Direct Impacts Direct impacts indicate the initial change in economic activity due to the event. In other words, direct impacts are the total amount of economic value available to circulate through the economy to generate multiplier effects. For example, the direct impacts of a ship repair are equal to the cost charged to complete the repair work. Indirect Impacts Indirect impacts are changes in inter - industry transactions as supplying industries respond to increased demand (as measured by the direct effect). Put in other words, the indirect. impacts trace the direct impact as it ripples through the local and state economy. In the example of the ship repair, indirect impacts reflect business to business activities necessary to complete the repair, such as materials purchased from a supplier. These impacts occur both within and outside of the local economy. Induced Impacts Induced impacts result when wage earners directly or indirectly linked to the events spend their income in the local and state economy. For example, MIDD employees spend their income by making purchases of goods and services. Not all income is spent locally and a portion will leak out of the local economy. Total Economic Impact The total economic impact is the sum of the direct, indirect, and induced impacts. Employment Generated Based upon the inputs of Forest Service data, IMPLAN generates an estimate of total number of employees associated with a given level of output or operating income for direct, indirect, and induced impacts. 9 �� W TPANSPOPTATION CONSULTANTS, IN(. April 8, 2016 Ms. Greta Brownlow LSA Associates, Inc. 2215 Fifth Street Berkeley, CA 94710 Re: Proposal to Prepare a Traffic Analysis for the 9212 Report in Connection with the Urban Growth Boundary Initiative in Gilroy, CA Dear Ms. Brownlow: Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a traffic analysis for the 9212 Report that the City of Gilroy is preparing for the Urban Growth Boundary Initiative. Our scope of work is based on our discussions about the project and on our meeting with City staff on March 29, 2016. Our scope of work has been further tailored based on the available budget and the 30- to 60 -day schedule that will be permitted to complete all of the work. Scope of Work The "project" would be the implementation of the proposed Urban Growth Boundary (UGB) Initiative. The traffic study will include a quantitative analysis of the transportation changes within the City of Gilroy associated with the UGB Initiative relative to the current City of Gilroy General Plan (2020 GP). This analysis will evaluate traffic operations (levels of service) at key intersections throughout the City and freeway segments as well as the change in vehicle miles of travel (VMT) with and without the UGB Initiative. Additionally, the study will include an estimate of the change to the total cost of the roadway infrastructure needed to support planned development growth with and without the UGB Initiative. Based on our understanding of the analysis needed, we have developed the following scope of work for the subject study. Study Assumptions The following assumptions are made for the project and the necessary analyses: No residential or commercial development growth would occur outside of the new UGB proposed by the UGB Initiative. The City will provide justification to LSA to substantiate that low- income housing and industrial land uses would not need to be located outside of the proposed UGB. Therefore, within the traffic model, the planned development growth associated with the 2020 GP will be deleted in the traffic analysis zones (TAZs) that fall outside of the proposed UGB. Only existing land uses within those TAZs would be assumed under "2020 GP with UGB Initiative" scenario. • The School District will determine if there is a need to locate new schools outside of the proposed UGB. We assume that the school district would provide the planned student population and approximate location for any new schools needed. Similarly, if the planned student population of 8070 Santa Teresa Boulevard, Suite 230 • Gilroy, California 95020 • phone 408.846.7410 • fax 408.846.7418 • www.hextrans.com " Ms. Greta Brownlow April 8, 2016 Page 2 of 6 u any existing or planned schools in the City would need to change as a result of the UGB Initiative, then the School District would need to provide that information as well. • It is assumed that land use types, locations, and development intensities, as currently planned in the 2020 GP, would not change within the proposed UGB line as a result of the UGB Initiative. In other words, we will not make any changes to the planned build out land use information in any of the TAZs within the proposed UGB line, except as may be required for existing /new schools (as mentioned above). • New cost estimates for roadway improvements will not be prepared as part of this analysis. Cost data for planned transportation improvements will be obtained from available existing documentation. We anticipate that cost data will be obtained from current City of Gilroy Traffic Impact Fee Budget Summaries, Santa Clara Valley Congestion Management Agency VTP2050 program data, and Caltrans' FY 2018 Transportation Improvement Program data. Study Scenarios Traffic conditions will be evaluated for the weekday AM and PM peak hours at key study facilities throughout the City. The City's travel demand model will be used to generate traffic projections for the various study scenarios. Traffic conditions for the key study facilities will be quantitatively analyzed for the following study scenarios: 1. Current General Plan (2020 GP) without Project: General Plan build out conditions according to the current /existing 2020 General Plan, or "base line" General Plan conditions. The City of Gilroy travel demand model will be used to evaluate traffic conditions associated with the current City of Gilroy General Plan. This involves evaluating the traffic associated with the current General Plan land uses on the current General Plan transportation network. The City's travel demand model was last run for the 2020 GP scenario in March 2015 as part of the traffic study work that was done for the North Gilroy Neighborhoods District Urban Service Area Amendment project. The data from that model run will be reused for this analysis to determine intersection, roadway, and freeway volumes under 2020 GP conditions. Our scope and fee assumes that no new model runs will be conducted for the base line 2020 GP scenario. 2. 2020 General Plan with UGB Initiative: 2020 General Plan build out conditions with changes proposed by the UGB Initiative. Two primary changes would be associated with the UGB Initiative: (1) build out development changes and (2) build out roadway network changes. The build out development assumptions in the appropriate TAZs will be modified, as described above under Study Assumptions, to be consistent with the UGB Initiative. Determining the appropriate roadway network needed to support traffic volumes under 2020 GP with UGB Initiative conditions will require an iterative process. Our scope and fee assumes a limited number of model run iterations to arrive at the appropriate roadway network (no more than 4 iterations). The City's travel demand model will be used to evaluate traffic volumes associated with the proposed land -use changes and circulation element changes within the City. Study Facilities Study Intersections Traffic conditions, under Scenarios 1 and 2, as described above, will be evaluated at up to 15 study intersections throughout the City. We anticipate studying the intersections that make up the three existing freeway interchanges at Masten Avenue, Leavesley Road, and Tenth Street and one future interchange " Ms. Greta Brownlow April 8, 2016 Page 3 of 6 (Buena Vista Avenue), for a total of 8 study intersections. The remaining 7 study intersections would be selected in the north part of the City to help illustrate the likely changes in traffic conditions associated with the UGB Initiative. Additional study intersection would require additional budget. Study Freeway Segments The traffic study will include an analysis of levels of service at up to 5 study freeway segments on US 101 between Monterey Road and San Martin Avenue. Additional locations will require authorization and additional budget. Project Tasks The tasks to be included in the analysis are: Task 1 — Work Scope Refinement Hexagon will coordinate with the City of Gilroy and the project team to finalize the study intersections, roadway segments, and alternatives to include in the analyses and any other potential scoping changes that the City wants to make. Task 2 — Data Collection and Documentation of Existing Conditions No new traffic data will be collected for this project. Existing traffic data contained in the Gilroy General Plan update EIR traffic study, and other recent traffic studies prepared for the City of Gilroy, will be used as the basis for this study. Results of existing conditions levels of service, as presented in the Gilroy General Plan update EIR traffic study and other recent traffic studies prepared for the City of Gilroy will be used to document existing conditions for this study. No new analyses of existing conditions will be performed. Task 3 — Travel Forecasting 2020 General Plan The City of Gilroy travel forecasting model will be used to determine the traffic volumes and patterns under 2020 GP conditions. The City's travel forecasting model was used to forecast traffic volumes associated with the 2020 GP build out conditions for the North Gilroy Neighborhood District Urban Service Area amendment traffic study in early 2015. Hexagon will utilize information from that model run as the basis for the level of service analysis for the 2020 GP scenario for this study. 2020 General Plan with UGB Initiative Future Transportation Network An important assumption for the analysis of future traffic conditions under the UGB Initiative scenario is the transportation network that is assumed to be in place under that scenario. An iterative process will be required to determine which components of the 2020 GP roadway network would no longer be needed with the UGB Initiative. Our scope and fee allows for up to 4 iterations of making network refinements, running the model, and checking resulting levels of service and traffic conditions. " Ms. Greta Brownlow April 8, 2016 Page 4 of 6 Land Use Data Hexagon will modify the land use tables for the Gilroy model as discussed above u rider Study Assumptions. No changes will be made to the land use data in the TAZs within the UGB line. Forecasted Traffic Volumes The output data from the model forecasts will be reviewed to ensure that the results are reasonable and reflect expected changes in traffic as a result of the assumed land use growth and transportation improvements. Adjusted intersection turning movements and volumes will be developed for input into the level of service analyses. Task 4 — Traffic Analysis Level of Service Analyses For study scenarios 1 and 2, level of service will be computed at approximately 15 study intersections and 5 freeway segments. Traffic conditions at the study intersections will be evaluated using the HCM methodology. Freeway levels of service will be calculated using the VTA CMP methodology. Level of service deficiencies and improvements to support the projected traffic demand for 2020 GP with UGB Initiative scenario will be identified and described. Vehicle Miles of Travel Analysis Vehicle Miles of Travel (VMT) forecasts for study scenarios 1 and 2 also will be developed using the travel demand model and presented for relative comparison. Task 5 — Transportation Infrastructure Costs Evaluation of Overall Cost of Citywide Transportation Improvements An assessment of the potential effect on the overall cost of transportation improvements needed to accommodate future traffic growth will be included in the report. The cost information used to develop overall infrastructure costs will be obtained from available data on individual transportation improvement projects throughout the City provided by the City of Gilroy or other agencies. No new cost estimates will be prepared. To provide a preliminary assessment of how the UGB Initiative would affect the cost of the future transportation network within the City of Gilroy, we propose the following methodology: a) Hexagon will obtain a current list of traffic impact fee - funded transportation projects along with the current budget amounts for each transportation project on the list from the City of Gilroy. Cost estimates for other transportation projects within the City that may not be City- funded will be obtained from other agencies and sources. b) Hexagon will generate a list of all transportation projects and their associated cost estimates (from task 5a above) corresponding to the necessary transportation improvements needed to develop the 2020 GP roadway network (Study Scenario 1). A similar list and associated cost estimates will be compiled for the roadway network developed for the 2020 GP with UGB Initiative study scenario (Scenario 2). c) The lists will be used to recalculate overall cost estimates for the necessary transportation infrastructure improvements needed to support growth within the City under both Study Scenarios 1 and 2. '® Ms. Greta Brownlow April 8, 2016 Page 5 of 6 Evaluation of Potential Effect on Traffic Impact Fee Program A complete nexus study would be needed in order to have a good understanding of the effect on the City's Traffic Impact Fee (TIF) of the proposed UGB Initiative. The time and budget allotted for the 9212 Report are not sufficient for such a study. To provide a preliminary assessment of how the UGB Initiative might affect the City's TIF, we propose the following cursory review of the TIF: d) Hexagon will obtain a copy of the previous TIF nexus study from the City of Gilroy to determine the assumptions used to establish the current TIF. Currently the TIF is spread across six different land use categories: two residential uses, two commercial uses, and two industrial uses. Therefore, the build out development assumptions used in the nexus study are of particular importance. e) The build out development for the City associated with the 2020 GP and the 2020 GP with UGB Initiative will be compared to the assumptions in the TIF nexus study. The overall traffic infrastructure cost values (item 5c above) for the two study scenarios will be allocated to the build out totals associated with each study scenario utilizing the same assumptions /proportions as used in the nexus study. Equivalent TIF values will be calculated for both study scenarios based on this information for relative comparison and to get a sense of how the TIF could be affected by the UGB Initiative. Task 6 — Studv Documentation Hexagon will prepare a report summarizing the results of the study. The report will include a description of the: scope of work; methodologies; roadway network; roadway and intersection traffic volumes; level of service analyses; VMT analysis; a description of any level of service deficiencies and mitigations to the roadway network; and a summary of the assessment of the effect on transportation infrastructure costs and the City's TIF. Task 7 — Meetings Hexagon will attend up to four meetings with the project team and /or City of Gilroy staff in connection with our work. TIME OF PERFORMANCE Barring any unforeseen delays, we anticipate the draft report can be completed 5 to 7 weeks after receipt of authorization to proceed and a signed contractual agreement. The final report will be delivered one week after receipt of all review comments on the draft. We are ready to start work on this project immediately upon authorization. We understand that the City must have the 9212 report completed within 30 days of the date that the signatures on the Initiative petition are certified. Therefore, we will make that timeframe our minimum deadline for completing our work. COST OF SERVICES The cost for services rendered under this agreement will be billed on a time and expenses basis, not to exceed $42,600 for the scope of work described above. Billings will be conducted monthly. This price quote is good for 30 days. This price quote assumes all project - related activities will be completed within one year. An extended project schedule will require additional budget for project administration. Ms. Greta Brownlow April 8, 2016 Page 6 of 6 `..A OPTIONAL TASKS Public Meetings. If invited, Hexagon will attend any public hearings in connection with the project. Hexagon staff attendance at public hearings will be billed as Additional Services at a cost of $800 per meeting. Hexagon will provide these optional services upon receipt of written authorization. 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. J# a. PA4-- Jeffrey A. Elia, P.E. Principal Associate EXHIBIT "C" MILESTONE SCHEDULE Project schedule to be discussed. 4845 - 6718- 3385v1 LAC104706083 DRAFT City of Gilroy 9212 Report Schedule (April 25, 2016) Milestone Responsible Party Time to Complete Date Notes Initiative Petition Signatures Collected LSA 1 week Monday, May 02, 2016 Assumes signatures are collected by this date Signatures Verified by Elections Commission City 2 weeks Monday, May 16, 2016 Assumes signatures are verified by this date Prepare Fiscal Study BAE 2 weeks Monday, May 30, 2016 Prepare Traffic Analysis Hexagon 2 weeks Monday, May 30, 2016 Prepare Draft 9212 Report LSA 5 days Saturday, June 04, 2016 Review Draft 9212 Report City_ 3 Days Tuesday, June 07, 2016 Prepare Screencheck Draft 9212 Report LSA 2 Days Thursday, June,09, 2016 Review Screencheck Draft 9212 Report City 1 Day Friday, June 10, 2016 Prepare Final 9212 Report LSA 3 Days Monday, June 13, 2016 City Council Meeting City 3 days Thursday, June 16, 2016 EXHIBIT "D" PAYMENT SCHEDULE INVOICING Monthly invoices shall be submitted for progress payment based on work completed to date. Clients requesting changes to LSA's standard invoice may be billed for the time to develop the invoice and monthly administration of the billing. PAYMENT OF ACCOUNTS Terms are net 30 days. A service charge of 1.5 percent of the invoice amount (18 percent annual rate) may be applied to all accounts not paid within 30 days of invoice date. Any attorney's fees or other costs incurred in collecting any delinquent amount shall be paid by the client. u►c\04706083 Client#: 652 LSAASSOCI I ACOR& CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYI� TE(MWDls 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 terns 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 Dealey, Renton 8r Associates NAME_ Julie Nelson A"� "I o E>n, 510 465 =3090 510 452 -2193 A/C No :._. P. 0. Box 12675 E-MAIL ADDRESS: jnelson@dealeyrentOn.com Oakland, CA 94604 -2675 510 465 -3090 INSURER(S) AFFORDING COVERAGE ll INSURERA: Hartford Fire Ins. Co. 1-9682 - INSURED - - - INSURER B: Catlin Specialty Ins. -Co.. 15989 LSA Associates, Inc. 20 Executive Park, Suite 200, Irvine, CA 92614 INSURER C: Hartford Casualty Insurance Co. 29424 INSURER D: INSURER E INSURER F: PREMISES t aEoNc�TUr�r . $j66,000 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 CONTRACTOR OTHER DOCUMENT WITH: ,RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _. _.._. _ __ -. _._ __ -___ INSR LTR TYPE ADDL I SUBR WVD .POLICY NUMBER POLICY EFF F MMIDD YYM POLICY EXP (MMIDOMM LIMITS A X COMMERCIAL GENERAL LIABILITY 57CES004492 9/30/20.15 604020110 EEpAApCCMHHp OCCURRENCE $1 000,000 CLAIMS -MADE a OCCUR PREMISES t aEoNc�TUr�r . $j66,000 X MED EXP (Any one arson) $10,000 BI /PD Ded:5,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,0001000 X POLICY 7 JECOT LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY 57UUNIF1488 9/3012015, 09/30/201 Ee ccden SINGLE LIMIT . 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED AUTOS X NON OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAJMS-MADE AGGREGATE $ EXCE" LIAR DEC RETENTION$ $ A WbR103tS COMPENSATION AND EMPLOYERS, N A COMPENSATION ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERMIEMBER EXCLUDED? (Mandatory in NH) NIA 57WEGG5794 9/30/2015 09/30/201 PER OTH X E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1i000,000 if yes, DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional CPV6710060916 9/30/2015 09/30/2016 $2,000,000 per Claim Liability $4,000,000 Annl Aggr. .DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) General Liability Policy excludes claims arising out of the performance of professional services. Project Name /Number: Election Code 9212/CGL1601 City of Gilroy, its officers and employees are named as Additional Insured as respects General Liability and Auto Liability coverages. Should any of the above described policies be Cancelled before the expiration date thereof, the issuing Insurer will mail 30 days written notice to the Certificate Holder. Professional Liability Retroactive Date: 06/0411976 City of Gilroy Attn: Kristi' Abrams 7351 Rosanna Street Gilroy, CA 95020 ACORD 25 (2014101) 1 of 1 #S1674518/M1472271 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE`CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ,DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD AZM reserved.. POLICY NUMBER: 57CESOF4492 COMMERCIAL GENERAL LIABILITY CG 20 10.07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Name Of Additional Insured Person(s) Or Organization(s): City of Gilroy Attn: Kristi Abrams 7351 Rosanna Street Gilroy, CA 95020 SCHEDULE Location(s) Of Covered Operations NAME OF PERSON(S) OR ORGANIZATION(S) CONT.: City of Gilroy, its officers and employees Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.. CG 2010 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: 57CESOF4492 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed Or Organization(s): Operations City of Gilroy NAME OF PERSON(S) OR ORGANIZATION(S) CONT.: City of Gilroy, its officers and employees Attn: Kristi Abrams 7351 Rosanna Street Gilroy, CA 95020 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard ". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 EXCERPTS FROM CA 00001 (1001) HARTFORD BUSINESS AUTO COVERAGE Insured: LSA Associates, Inc. Policy Number :57UUNIF1488 Policy Effective Dates: 09/30/2015 Additional Insured: NAME OF PERSON(S) OR ORGANIZATION(S) CONT.: City of Gilroy, its officers and employees Additional Insured: SECTION 11— LIABILITY COVERAGE 1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured "...but only to the extent of that liability. Primary Insurance: SECTION IV — BUSINESS AUTO CONDITIONS 8. General Conditions - 5. Other Insurance a. For any covered "auto you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability assumed under an "insured contract ". Cross Liability Clause: SECTION V — DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0302) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form.