Hexagon Transportation - Welburn Traffic Calming Study AgreementAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this jZ�iay of March. 2017 between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Hexacon Transportation Consultants Inc., having a principal place of
business at 4 North Second Street. Suite 400 San Jose CA 95113.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on March 17. 2017 and will continue in effect through
June 30. 2017 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein.
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR S'T'ATUS
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 "I3" ( "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 xight 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 $28,000.00 plus up to a
$5,000.00 contingency for additional meetings as needed for a total of up to $33,000.00.
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
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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. 'fools 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;
® 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.
B. 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 1.990 ( "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.
1. 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 waivers) 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:
Name: Ga ck
Title: President
Social Security or Taxpayer
Identification Number 77- 0475675
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CITY:
CITY OF GILROY
By:
Name: Garbriel 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 Gary K. Black, 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, Michael
Fisher /Glenn Roberts /Gabriel A. Gonzalez 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.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but 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: Public Works Director, Enaineerinf?
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Hexagon Transportation Consultants, Inc.
Attention: Gary K. Black
4 North Second Street, Suite 400
San Jose, CA 95113
I. FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
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
Welbum Traffic Calming Study Scope of Services:
1. Existing Traffic Counts. Hexagon understands that Gilroy has collected, or will collect,
before and after traffic and speed counts on Welbum Avenue, Mantelli Drive, and Ousley Drive.
Hexagon will review the counts and determine whether volume and speed has changed since the
installation of the "No Right Turn" signs.
2. Turning Movement Counts. Hexagon will conduct peak -hour turning movement counts at
the intersection of Welbum Avenue and Mantelli Drive. The peak hours will be determined by
reviewing the existing tube counts in Task 1. The turning movement counts will show whether
any traffic is violating the "No Right Turn" signs.
3. Volume and Speed Evaluation. Hexagon will evaluate the volume and speed counts to
determine whether any speeding is occurring on the study streets and to determine whether there
have been any changes since institution of the turn restrictions. We will also determine whether
there was any evidence of cut - through traffic on Welbum. Avenue prior to implementation of the
turn restrictions. We will determine the times when volume is highest, which could influence the
recommendations for changes.
4. Traffic Observations. Hexagon will observe traffic operations during the peak hours. We
will note the cause of any observed congestion. To the extent feasible, we will observe any
traffic diversions caused by congestion.
5. Diverted Traffic. Hexagon will review the before and after traffic counts to estimate
whether the turn restrictions have caused any traffic diversions. It is possible that vehicles are
ignoring the restrictions and continuing to use Welbum. Or the vehicles might be staying on
Mantelli Drive, or they could have been diverted to other streets. While before counts are not
available on other streets in the area, diversions can be estimated by comparing before and after
counts on Welbum Avenue and Mantelli Drive.
6. Welbum Avenue Design Evaluation. Hexagon will field -check Welbum Avenue to
determine various design parameters such as street width, on -street parking, vertical and
horizontal alignment, and sight distance. These various design parameters can affect the
suitability of the street to accommodate additional traffic from the surrounding neighborhood.
7. Recommendations. Hexagon will consider the results of the evaluation of Welburn
Avenue and make recommendations for changes to the street design or traffic control, if
necessary.
8. Documentation. Hexagon will prepare a study report that documents the findings and
recommendations of the study. We will first prepare a draft report for review and comment by
city staff. We will then prepare a final report that addresses the comments.
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9. Meetings. This proposal includes Hexagon attendance at two staff meetings and one City
Council meeting for the project.
Traffic Calming Policy Study/Paper Scope of Services:
Hexagon will research the adopted traffic calming policies in other Santa Clara County and Bay
Area cities. Based on that research, we will prepare a paper that describes the typical parameters
of a traffic calming policy. We anticipate that the paper will include the following topics.
1. Definition of traffic calming issues (speed, volume, cut - through traffic)
2. What streets qualify (classification, speed, volume, cut - through)
3. Typical traffic calming devices
4. Different stages of traffic calming (operational changes & signage versus physical
features)
5. Typical implementation procedures (requests, petitions, neighborhood meetings, studies)
6. Typical funding mechanisms
Our product will be a draft traffic calming policy paper. Following review and comment by staff,
we will revise the paper for presentation to the City Council. This proposal includes a
presentation of the policy paper to the Council.
4835- 2r- 0361vl -2-
LAC104706083
EXHIBIT "C"
MILESTONE SCHEDULE
Welburn Traffic Calming Study Milestones:
Barring any unforeseen delays, a draft traffic report will be submitted three weeks after
authorization to proceed. The final traffic report will be delivered one week after receipt of all
review comments.
Traffic Calming Policy Study/Paper Milestones:
Hexagon Transportation Consultants, Inc., anticipates being able to complete the draft paper
within four weeks of authorization to proceed.The final paper will be delivered one week after,
receipt of all review comments. Hexagon will be present to present the final paper to the Gilroy
City Council at a City - designated, City Council meeting following completion of the final paper.
4835- 2267 -03610
i erme7nFnal -1-
EXHIBIT "D"
PAYMENT SCHEDULE
Welburn Traffic Calming Study Payment Schedule
Payment of $16,000.00 will be made upon completion of the final Welbum Traffic Calming
Study report.
Traffic Calming Policy Study/Paper Payment Schedule:
Payment of $12,000.00 will be made upon completion of the final Traffic Calming Policy
Study Paper and Presentation to the Gilroy City Council.
4835-2267.0361 v1
LAC104706083
PPP'
HUAHN TPANSPOPTATION
March 15, 2017
Mr. Michael Fisher
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANTS, INC
Re: Proposal for Welburn Traffic Calming Study
Dear Mr. Fisher:
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a traffic
calming study for Welburn Avenue between Mantelli Drive and Santa Teresa Boulevard. We
understand that residents on Welburn Avenue have expressed concern about traffic volume and
speed. As a result, "No Right Turn" signs and pavement markings have been installed at the
intersection of Welburn Avenue and Mantelli Drive. We understand the City Council would like to
re- evaluate the turn restrictions. The purpose of this traffic calming study is to evaluate Welburn
Avenue and make recommendations for changes, if necessary.
Hexagon proposes the following scope of work.
Scope of Services
1. Existing Traffic Counts. Hexagon understands that Gilroy has collected, or will collect,
before and after traffic and speed counts on Welburn Avenue, Mantelli Drive, and Ousley
Drive. Hexagon will review the counts and determine whether volume and speed has
changed since the installation of the "No Right Turn" signs.
2. Turning Movement Counts. Hexagon will conduct peak -hour turning movement counts at
the intersection of Welburn Avenue and Mantelli Drive. The peak hours will be determined
by reviewing the existing tube counts in Task 1. The turning movement counts will show
whether any traffic is violating the "No Right Turn" signs.
3. Volume and Speed Evaluation. Hexagon will evaluate the volume and speed counts to
determine whether any speeding is occurring on the study streets and to determine
whether there have been any changes since institution of the turn restrictions. We will also
determine whether there was any evidence of cut - through traffic on Welburn Avenue prior
to implementation of the turn restrictions. We will determine the times when volume is
highest, which could influence the recommendations for changes.
4. Traffic Observations. Hexagon will observe traffic operations during the peak hours. We
will note the cause of any observed congestion. To the extent feasible, we will observe any
traffic diversions caused by congestion.
5. Diverted Traffic. Hexagon will review the before and after traffic counts to estimate
whether the turn restrictions have caused any traffic diversions. It is possible that vehicles
are ignoring the restrictions and continuing to use Welburn. Or the vehicles might be
staying on Mantelli Drive, or they could have been diverted to other streets. While before
4 North Second Street, Suite 400 - San Jose, California 95113 - phone 408.971.6100 - fax 408.971.6102 • www.hextrans.com
Popp-`
hh1.A NIXA60N TPANSPOPTATION CONSULTANTS, INC.
March 15, 2017
Mr. Michael Fisher
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Re: Proposal to Prepare a Traffic Calming Policy Study
Dear Mr. Fisher:
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a traffic
calming policy paper for the City of Gilroy. The purpose of the paper is to describe typical traffic
calming approaches in other cities. This paper will be the first step in adopting a traffic calming
policy in Gilroy.
Hexagon will research the adopted traffic calming policies in other Santa Clara County and Bay
Area cities. Based on that research, we will prepare a paper that describes the typical parameters
of a traffic calming policy. We anticipate that the paper will include the following topics.
1. Definition of traffic calming issues (speed, volume, cut - through traffic)
2. What streets qualify (classification, speed, volume, cut - through)
3. Typical traffic calming devices
4. Different stages of traffic calming (operational changes & signage versus physical
features)
5. Typical implementation procedures (requests, petitions, neighborhood meetings, studies)
6. Typical funding mechanisms
Our product will be a draft traffic calming policy paper. Following review and comment by staff, we
will revise the paper for presentation to the City Council. This proposal includes a presentation of
the policy paper to the Council.
The cost for the study will be $12,000. We anticipate being able to complete the draft paper within
four weeks of authorization to proceed.
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.
.,4-
Gary K. Black
President
4 North Second Street, Suite 400 - San Jose, California 95113 - phone 408.971.6100 - fax 408.971.6102 - www.hextrans.com
ACOR ®®
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY) 3/16/2017
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
CONTACT Melissa Rivera
RC Fischer Co
1301 Ygnacio Valley Rd #100
Walnut Creek CA 94596
PHONE g25 -627 -5467 IF
EMAIL
AnDRESS, mrivera @rcfischer.com
INSURER(S) AFFORDING COVERAGE
NAIC #
3/1/2018
INSURERA:Travelers Indemnity of CT
25682
INSURED HEXAG-1
INSURER B iTravelers Prop Cas Co of Amer
25674
Hexagon Transportation Consultants, Inc.
INSURER C:Technology Insurance Company
4 North Second St., #400
San Jose CA 95113
INSURER D :Ar onaut Insurance Company
$2,000,000
INSURER E: Travelers Indemnity Co.
GENERAL AGGREGATE
INSURER F:
PRODUCTS - COMP /OP AGG
$4,000,000
COVERAGES CERTIFICATE NUMBER: 1170904063 REVISION NUMBER-
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
IN SD
WVD
POLICY NUMBER
POLICY EFF
MMIDDIYYYY
POLICY EX?
MM DD
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE XX OCCUR
Y
6808841L482
3/1/2017
3/1/2018
EACH OCCURRENCE
$2,000,000_
DAMAGE TO
PREMISES Ea a , __
$300,000
MED EXP (Any one person )
$5,000
PERSONAL 8 ADV INJURY
$2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY a jEC7 F-1 LOC
OTHER:
GENERAL AGGREGATE
$4,000,000
PRODUCTS - COMP /OP AGG
$4,000,000
$
-
E
AUTOMOBILE LIABILITY
ANY AUTO
AALULTQISAMED AUTOS LEO
X HIRED AUTOS X NON-OWNED
AUTOS
BA911798647
' 311/2017
.3/1/2018
o accident -
$1,000,000.
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
ROPERTY A A
Per accident
$
B
X
UMBRELLA LIAR
EXCESS LIAS
X
OCCUR
CLAIMS -MADE
CUP5819P929
3/1/ 2017
3/1/2018
EACH.000URRENCE
$5,0001000
AGGREGATE
$5,000,000
DED RETENTION $
$
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNER/EXECUTIVE ❑
OFFICER/MEIu18ER EXCLUDED?
(Mandatory In NH)
If yyeess describe under
DESCRIPTION OF OPERATIONS below
NIA
TWC3611791
3/1/2017
3/112018
X SPTEATUTE I I ER H-
EL EACH ACCIDENT
$1,000,000
E.L. DISEASE - EA EMPLOYEE
$1,000,000
E.L DISEASE - POLICY LIMIT
$1,000,000
D
Professional Liability
Claims -Made Form
IAE134550
3/1/2017
31112018
Each Claim $2;000,000
Aggregate $2,000,000
Deductible $5,000
DESCRIPTION OF OPERATIONS / LOCATIONS / 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
W. MIN I IrAlm I c nvwclC
City of Gilroy
7351 Rosanna Street
Gilroy CA 95020 -6141
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
@ 1988 -2014 ACORD CORPORATION. All riahts
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 680- 8841L482- TCT -16
COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 01 -05 -16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSUREiD;
(ARCHITECTS, ENGINEERS D
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
NAME OF PERSON(S) OR ORGANIZATION(S):
CITY OF GILROY, ITS EMPLOYEES,
OFFICERS, OFFICIALS AND VOLUNTEERS
7351 ROSANNA STREET
GILROY CA 95020 -6141
PROJECT/LOCATION OF COVERED OPERATIONS:
PROVISIONS
A- The following is added to WHO IS AN INSURED
(Section II):
The person or organization shown in the Sched-
ule above is an additional insured on this Cover-
age Part, but only with respect to liability for "bod-
ily injury", "property damage" or "personal injury"
caused, in whole or in part, by your acts or omis-
sions or the acts or omissions of those acting on
your behalf:
a. In the performance of your ongoing opera-
tions;
b. In connection with premises owned by or
rented to you; or
c. In connection with "your work" and included
within the "products - completed operations
hazard ".
Such person or organization does not qualify as
an additional insured for 'bodily injury", "property
damage" or "personal injury" for which that per-
son or organization has assumed liability In a con-
tract or agreement.
The insurance provided to such additional insured
is limited as follows:
d. This insurance does not apply to the render-
ing of or failure to render any "professional
services ".
e. The limits of insurance afforded to the addi-
tional insured shall be the limits which you
agreed in that "contract or agreement requir-
ing insurance" to provide for that additional
insured, or the limits shown in the Declara-
tions for this Coverage Part, whichever are
less. This endorsement does not increase the
limits of insurance stated in the LIMITS OF
INSURANCE (Section Ili) for this Coverage
Part.
B. The following is added to Paragraph a. of 4.
Other Insurance in COMMERCIAL GENERAL
LIABILITY CONDITIONS (Section M:
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, Inca Page 1 of 2
Includes the copyrighted material of Insurance services Office, Inc., with its permission
COMMERCIAL GENERAL LIABILITY
Coverage Part must apply on a primary basis, or
a primary and non - contributory basis, this insur-
ance is primary to other insurance that is avail-
able to such additional insured which covers such
additional insured as a named insured, and we
will not share with the other insurance, provided
that:
(1) The "bodily injury" or "property damage" for
which coverage is sought occurs; and
(2) The "personal injury" for which coverage is
sought arises out of an offense committed;
after you have entered into that 'contract or
agreement requiring insurance" for such addi-
tional insured. But this insurance still is excess
over valid and collectible other insurance.
whether primary, excess, contingent or on any
other basis, that is available to the additional in-
sured when the additional insured is also an addi-
tional insured under any other insurance.
C. The following is added to Paragraph 8. Transfer
Of Rights Of Recovery Against Others To Us
in COMMERCIAL GENERAL LIABILITY CON-
DITIONS (Section IV):
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 V):
"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" oc-
curs, and the "personal injury" is caused by an of-
fense committed:
a. After you have entered into that contract or
agreement;
b. While that part of the contract or agreement is
in effect; and
c. Before the end of the policy period.
Page 2 of 2 ® 2007 The Travelers Companies, Inc. CG D3 82 09 07
Includes the copyrighted material of Insurance services Office, Inc., with its permission