Hexagon - 2017 Agreement - Citywide Traffic Safety StudyAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 10th day of March, 2017, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: 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 March 10. 20.17 and will continue in effect through
February 24, 2020 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. ze�--
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in
Exhibit "C" ("Milestone Schedule").
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above-
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT'S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONSULTANT exceed $23.000.
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 M 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
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONSULTANT'S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising
or resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
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including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately above via a specific endorsement) and
requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior, written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT'S
payments;
Y 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.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT'S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days. prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days, after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT'S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT'S breach of any of its representations, warranties or covenants
contained in this Agreement.-
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT'S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
S. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
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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 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.
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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
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:
Hexagon Transportation Consultants, Inc.
By 4jere O
Nam A. Elia
Title: Principal Associate
Social Security or Taxpayer
Identification Number 77- 0478675
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CITY:
CITY OF GILROY
By_ -11.
Name: Gabriel A. Gonzalez
Title: City Administrator
Approved as to Form
City Attorney
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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 Jeffrey A. Elia, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED /COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
"Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Gilroy City
Traffic Engineer shall be the designated City contact person(s). Notice to Proceed shall be
deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered
as provided in the Section V.H. ( "Notices ") of this Exhibit "A ".
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final
Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONSULTANT
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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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. 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.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement .
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance. of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY. .
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates; specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall. indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Kristi Abrams P.E., Community Development
Director
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Jeffrey A. Elia
Hexagon Transportation Consultants, Inc.
8070 Santa Teresa Blvd., Suite 230
Gilroy, CA 95020
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.
DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City - adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
Attach scope of services
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EXHIBIT "C"
MILESTONE SCHEDULE
Start work in early February. We can start as soon as the contract is approved.
• Within a week, we will get a list of study locations over to you so that Public Works and
the Police Department can review to finalize the last few locations that were left unidentified.
• Once we have the location list finalized, we will put a request into the CHP for the
accident data and will work with GPD to get the City's accident data.
• It used to take a long time (like months) to get data from the CHP, but I have heard that it
is much quicker now. Perhaps assume 3 to 4 weeks to get SWITRS data. I'm not sure how
quickly GPD can get us their data, but I assume it would be the same or faster than the CHP.
• Once we have all of the data, we will need 6 to 8 weeks to work with the data, assemble a
database that combines all of the data, conduct field work, and write up a draft report.
• After we submit the draft report to the City and get review comments, we can turn around
a final report that addresses City comments in one to two weeks.
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EXHIBIT "D"
PAYMENT SCHEDULE
See attach fee schedule.
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WIXAM TPANSPOPTATION CONSULTANTS, INC
November 4, 2016
Mr. Michael Fisher
City of Gilroy
Public Works Department
7351 Rosanna Street
Gilroy, California 95020
Re: Citywide Traffic Safety Evaluation Study Proposal
Dear Mr. Fisher:
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to conduct a citywide traffic
safety evaluation study.
Project Understanding
In 2013, the City of Gilroy had a Traffic Safety Evaluation study completed through the ITS Berkeley Tech
Transfer program. That study summarized the accident statistics for the top 10 accident locations in the
City and went on to further investigate six of those locations with detailed traffic engineering evaluations
and recommended improvement measures. The 2013..study evaluated accident data reported in the
Statewide Integrated Traffic Records System (SWITRS) database for 2007 through 2011.
Prior to that, in 2005, T Y Lin International completed a Traffic Collision Analysis Study for the City of Gilroy
that compared the top 10 accident locations in the Gilroy Police Department's database to the top 10
accident locations in the SWITRS database. That study first evaluated how closely the two,databases
matched in terms of reported accidents at each location and how closely the ranking of top 10 locations
matched between the two databases. The study also included a detailed evaluation of the accident data at
the top 10 locations from the SWITRS database and potential remediation measures were identified for
each location. The 2005 study was based on accident data from January 2000 to October 2004 from the
Police Department database and January 2000 to December 2003 for the SWITRS database.
It is our understanding that the City of Gilroy would like to conduct an updated study of the highest
accident locations and other perceived problem locations in the City. To reduce the cost of the project, the
study does not include the collection of new traffic volume data or.the calculation of accident rates at each
location. Traffic volume data and accident rate calculations could be added as an additional task if deemed
necessary by the City...
Scope of Work
The scope of services presented below describes the various tasks Hexagon would complete and a brief
introduction to some of the methodologies proposed. The scope of work has been developed based on our
understanding of the Cites need for the study and on the previous studies completed for the City.
The goal of the safety study is to identify existing safety issues at the key study locations throughout the
City and to identify potential remedial measures that could be implemented to mitigate the safety issues.
Hexagon will collect and evaluate Citywide accident data from both the Statewide SWITRS database and
the Gilroy Police Department Database. Hexagon staff will conduct a field visit at the 10 locations with the
most accidents to review roadway geometries, existing traffic control devices, and existing traffic patterns.
8070 Santa Teresa Boulevard, Suite 230 • Gilroy, California 95020 • phone 408.846.7410 - fax 408.846.7418 • www.hextrans.com.
Mr. Michael Fisher
November 4, 2016
Page 2 of 5
Proposed Study Intersections
The list of proposed study locations presented below is based on the locations evaluated in the 2005 and
2013 safety studies, on input from Henry Servin (former City of Gilroy Transportation Engineer), and on
Hexagon's knowledge of local traffic issues. Our scope leaves five additional study intersections
unidentified so that any additional critical study locations not already identified can be added by City staff
before the study begins. We would be happy to meet with City staff at project kick-off to refine the list of
intersections such that it meets the City's needs.
1. Chestnut Street and 10th Street
2. US 101 southbound ramps and Leavesley Road
3. Wren Avenue and First Street (SR 152)
4. . Camino Arroyo and Pacheco Pass Highway (SR 152)
S. Murray Avenue and Leavesley Road (SR 152)
6. Wren Avenue and Mantelli Drive
7. Monterey Road and Leavesley Road (SR 152)
8. US 101 northbound off- ramp /San Ysidro Avenue and Leavesley Road
9. US 101 southbound ramps and 10th Street
10. Santa Teresa Boulevard and Longmeadow Drive
11. Monterey Road and 10th Street
12. Monterey Road and 1st Street (SR 152)
13. Miller Avenue/Wayland Lane and 1st Street (SR 152)
14. Westwood Drive and 1st Street (SR 152)
15. Monterey Road and 7th Street
16. Santa Teresa Boulevard and Club Drive
17. Club Drive and Club Drive Circle South
18. Club Drive and Eagle Ridge Drive
19. Location to be: selected based on input from City staff
20. Location to be selected based on input from City staff
21. Location to be selected based on input from City staff
22. Location to be selected based on input from City staff
( D
23. Location to be selected based on input from City staff I j
Mr. Michael Fisher
November 4, 2016
® Page 3 of 5
* These locations were added based on direction from Henry Servin to be able to better respond to the
Eagle Ridge Home Owners Association's request for Gilroy Police Department speed enforcement
throughout the eagle Ridge community. However, as we understand it, the Gilroy City Council has already
agreed to provide police enforcement in the Eagle Ridge community. As such, there may no longer be a
need to study these locations.
Study Tasks
1. Project Scoping. Prior to initiating work, Hexagon staff will meet with City staff to discuss the goals and
objectives of the study, identify the project schedule, and refine our proposed work scope.
2. Data Collection. Accident data will be obtained from the California Highway Patrol Statewide
Integrated Traffic Records System (SWITRS) and the Ciityof Gilroy Police Department (GPD). The date
range for the accident data ideally will cover 2012 through the date of the latest data available from
each database.
3. Traffic Data Processing. The accident data will be processed and analyzed by Hexagon staff. The
accident data contained in the SWITRS and GPD databases will need to be consolidated to create a
single database representing all available accident data for the study locations.
4. Accident Analysis. Accident data for the study intersections will be evaluated and summarized by type.
The collision history for each location will be reviewed to identify accident trends, such as an unusually
high percentage of accidents involving a specific turn movement or occurring during a certain time of
day, that may indicate a correctable problem at the intersection.
S. Observation of Existing Conditions. At the 10 locations with the highest number of accidents, the
physical characteristics of the intersection will be reviewed in the field to identify existing roadway
cross - sections, lane configurations, traffic control devices, any signing and striping deficiencies,
potential sight distance issues, and prevailing traffic patterns. The goal of the field observations will be
to identify potential operations and safety issues that may not be apparent from analysis of the traffic
data alone and to determine if anything in the field maybe contributing to any unusual traffic accident
trends identified through the accident analysis.
6. Evaluation of Results. The results of the traffic accident analysis and field observations will be
evaluated to identify existing roadway deficiencies or conditions that may be contributing to higher
than expected accident rates, which could be improved by implementation of improvements or other
safety measures. Examples of deficiencies could include: lack of available stopping sight distance,
insufficient lane capacity, insufficient lane width, lack of signage, unsafe pedestrian crossings, absence
of traffic control devices, unusual traffic patterns at or near an intersection, etc. A list of potential
improvement measures will be developed for each location.
7. Documentation. Our findings and recommendations will be summarized in a draft report for review by
City staff. Hexagon will respond to editorial comments on the draft report and prepare a final report.
8. Meetings. Our cost estimate includes Hexagon staff attendance at up to three (3) meetings with City
staff in connection with the project. Attendance at additional meetings, public hearings, or
neighborhood meetings would require authorization and additional budget and would be billed as
Additional Services.
r _w_�
r. � i Mr. Michael Fisher
November 4, 2016
t,* Page 4 of 5
Project Schedule
Barring any unforeseen delays, the draft report will be submitted for review eight weeks after all data
collection is completed for the project (including the receipt of SWITRS data from the State, which can take
quite some time). The final report will be delivered one week after receipt of all respective review
comments.
Fee
The cost for services rendered under this agreement will be billed on a time - and - expenses basis, not to
exceed $23,000, for work items 1 through 8, as outlined in our Scope of Services. Our cost breakdown is
summarized in the table below. Billings will be conducted monthly.
Project Cost Breakdown
City of Gilroy Accident Study Gilroy, CA
Task
Description
Hexagon
Staff Hours
Hex. Task
Labor Cost
Hex. Direct
Cost /a/
Project
Totals
Project
1
2
Work Tasks
Project Scoping
Data Collection
4
6
$815
$920
$0.00
$0.00
$815
$920
3
Traffic Data Processing
25
$3,460
$0.00
$3,460
4
5
6
Accident Analysis
Observations of Existing Conditions
Evaluation of Results
41
20
18
$5,860
$3,065
$2,665
$0.00
$0.00
$0.00
$5,860
$3,065
$2,665
7
Documentation
Meetings
37
$5,500
$55.00
$5,555
8
3
$660
$0.00
$660
Project Totals
154
$22,945
$55
$23,000
/a/ Direct costs are associated with data collection, document production costs, and mileage.
Additional Services
Any work not described in our scope services shall be considered "Additional Services ". This includes, but is
not limited to, collecting new traffic count data, calculating accident rates at the study intersections,
conducting field investigations at more than 10 locations, collecting /analyzing accident data at more than
the number of locations described in our scope of services, and providing engineering drawings and other
analyses other than those discussed in our scope of services. Should additional services be required, they
will be performed for an additional fee to be authorized in advance by the City of Gilroy.
-Mr. Michael Fisher
November4, 2016
' ®® Page 5 of 5
We look forward to working with the City on this project and appreciate your consideration of Hexagon for
this assignment. If you have any questions or would like to discuss our proposed scope of work, please do
not hesitate to call me at (408) 846 -7413. Thank you.
Sincerely,
HEXAGON TRANSPORTATION CONSULTANTS, INC.
J# a. PAW--
Jeffrey A. Elia, P.E.
Principal Associate
n
o a
r
0
Ot0
J U
PM-11
(hexagon Transportation (onsuitants, Inc.
Hexagon 2017 Billing Rates
Professional Classification
Rate per Hour
President
$270
Principal
$225
Senior Associate II
$210
Senior Associate 1
$195
Associate II
$175
Associate 1
$160
Planner /Engineer II
$140
Planner /Engineer 1
$125
Admin /Graphics
$105
Senior CAD Tech
$95
Technician
$75
Direct expenses are billed at actual costs, with the exception of mileage, which is
reimbursed at the current rate per mile set by the IRS.
Billing rates shown are effective January 1, 2017 and subject to change January 1, 2018.
AC�R ®®
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM /DD/YYYY)
r3/16/2017
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
RC Fischer Co
1301 Ygnacio Valley Rd #100
Walnut Creek CA 94596
NAMEACT Melissa Rivera
a "oNE 925- 627 -5467 IFAX
EMAIL
ADDRESS. mrivera @rcfischer.corh
INSURER(S) AFFORDING COVERAGE
NAIC #
Y
INSURERA :Travelers Indemnity of CT
25682
3/1/2017
INSURED HEXAG -1
INSURER B :Travelers Prop Cas Co of Amer
25674
Hexagon Transportation Consultants, Inc.
INSURER C:Technology Insurance Company
CLAIMS -MADE ❑ OCCUR
4 North Second St., #400
San Jose CA 95113
INSURER D,Ar onaut Insurance Company
INSURER E: Travelers Indemnity CO.
DAMAGE TO RENTED
PREMISES Ea occurrence
INSURER :
MED EXP (Any one person)
COVERAGES CERTIFICATE NUMRFR- 1170904063 RFVISInN NIIMRFR-
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS'.
IITR
TYPE OF INSURANCE '..
INSD'
WVD
POLICY NUMBER
POLICY
MWIDYEXP
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
Y
68088411-482
3/1/2017
3/1/2018
EACH OCCURRENCE
$2,000,000
CLAIMS -MADE ❑ OCCUR
DAMAGE TO RENTED
PREMISES Ea occurrence
$300,000
MED EXP (Any one person)
$5,000
PERSONAL 8 ADV INJURY
$2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$4,000,000
POLICY JPRO-- LOC
PRODUCTS - COMP /OP AGG
$4,000,000
OTHER:
$
E
'AUTOMOBILE
LIABILITY
Ea
1,000,000
BODILY INJURY (Per person)
$
AUTO
-
ALL OWNED SCHEDULED
IANY
BODILY INJURY (Per accident)
$
NON -OWNED
HIRED AUTOS X AUTOS
X
PR P RTY DAMAGE
Per accident
$
B
X
UMBRELLA LIAR
X
OCCUR
CUP5819P929
3/1/2017
3/1/2018
EACH OCCURRENCE
$5,000,000
AGGREGATE
$5,000,000
EXCESS LIAB
CLAIMS -MADE
DED I I RETENTION $
$
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
TWC3611791
3/1/2017
3/1/2018
X PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
$1,000,000
ANY PROPRIETOR/PARTNER/EXECUTIVE ❑
OFFICER/MEMBER EXCLUDED?
NIA
E.L. DISEASE - EA EMPLOYEE
$1,000,000
(Mandatory In NH)
If yes, describe under
E1L. DISEASE -POLICY LIMIT
$1,000,000
DESCRIPTION 'OF-OPERATIONS below
D
Professional Liability
IAE134550
311/2017
3/1/2018
Each Claim $2,000,000
Claims -Made Form
Aggregate $2,000,000
Deductible $5,000
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
re: Various City of Gilroy projects as assigned
Thirty (30) Day notice of cancellation; Ten (10) day notice in the event of cancellation for non - payment of premium
City of Gilroy
7351 Rosanna Street
Gilroy CA 95020 -6141
ACORD 25 (2014/01)
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
@ 1988 -2014
The ACORD name and logo are registered marks of ACORD
All rights reserved
POLICY NUMBER: 680- 8841L482- TCT -16
COMMERCIAL GENERAL LIABILITY
ISSUE DATE 01 -05 -16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
(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 MOLOYEBS,
OFFICERS, OFFICIALS AND VOLU TESRS
7351 ROSANNA STRBBT
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 orgy 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 ads 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-oompleted 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 111) for this Coverage
Pert.
B. The following is added to Paragraph a. of 4.
Other Insurance in COMMERCIAL GENERAL
LIABILITY CONDITIONS (Section ill):
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 0 2007 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 & Transfer
Of Rights Of Recovery Against Others To Us
in COMMERCIAL GENERAL LIABILITY CON-
DITIONS (Section M:
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 Njt
"Contract or agreement requiring insurance"
means that part of any contract or 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" oo-
aus, 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