Hexagon Transportation Consultants - Traffic Impact Trigger Analysis at First Street and Santa Teresa BlvdAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONTRACTOR)
This AGREEMENT made this 12th day of Januga, 2018, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONTRACTOR: Hexagon Transportation Consultants, Inc., having a principal place of
business at 8070 Santa Teresa Boulevard, Suite 230, Gilroy, CA 95020.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on January 15, 2018 and will continue in effect through
June 30, 2018 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. ,e�:
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONTRACTOR is an independent contractor and
not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties
acknowledge that CONTRACTOR is not an employee for state or federal tax purposes.
CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONTRACTOR shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Specific Services
CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in
Exhibit "C" ( "Milestone Schedule ").
B. Method of Performing Services
CONTRACTOR shall determine the method, details and means of performing the above -
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONTRACTOR'S services.
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C. Employment of Assistants
CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as
CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the
performance of those services. CONTRACTOR assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONTRACTOR shall perform the services required by this Agreement at any place or location
and at such times as CONTRACTOR shall determine is necessary to properly and timely
perform CONTRACTOR'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay
CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONTRACTOR exceed $8,000.00.
B. Invoices
CONTRACTOR shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment
will be made unless CONTRACTOR has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONTRACTOR shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against
CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONTRACTOR in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONTRACTOR
A. Tools and Instrumentalities
CONTRACTOR shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONTRACTOR'S employees.
C. Indemnification of Liability, Duty to Defend
As to professional liability, to the fullest extent permitted by law, CONTRACTOR shall
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, to the extent arising or resulting directly
or indirectly from any willful or negligent acts, errors or omissions of CONTRACTOR or
CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or
death of any person or damage to any property.
D. Insurance
In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
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
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claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONTRACTOR must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONTRACTOR shall 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 CONTRACTOR under this Agreement may be assigned or subcontracted by
CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONTRACTOR
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONTRACTOR'S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONTRACTOR'S behalf;
• CITY will not withhold state or federal income tax from payment to
CONTRACTOR;
• CITY will not make disability insurance contributions on behalf of
CONTRACTOR;
• CITY will not obtain workers' compensation insurance on behalf of
CONTRACTOR.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONTRACTOR'S duties under this Agreement.
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B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONTRACTOR. Such assignment shall not release
CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR.
CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated
upon death of CONTRACTOR.
B. Termination by City for Default of CONTRACTOR
Should CONTRACTOR default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONTRACTOR. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
CONTRACTOR'S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONTRACTOR'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONTRACTOR shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONTRACTOR'S default in the performance of this Agreement or material breach by
CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY
may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONTRACTOR for the performance of that
task pursuant to this Agreement.
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C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONTRACTOR to CITY.
D. Transition after Termination
Upon termination, CONTRACTOR shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONTRACTOR shall
cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in
connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR hired by
the CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current
form and as it may be amended from time to time. CONTRACTOR shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or
representatives of either.
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.
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D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONTRACTOR shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONTRACTOR and that no person associated with CONTRACTOR has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONTRACTOR for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each parry to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any parry, 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.
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.
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I. Notices
Any notice to be given hereunder by either parry to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit "A ", Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONTRACTOR:
Hexagon Transportation Consultant, Inc.
By:
Vi
Name: Jlftrey A. Elia, P.E.
Title: Principal Associate
Social Security or Taxpayer
Identification Number -7%-047g6 76�—
Approved as to Foq)
City Attorney
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CITY:
CITY OF GILROY
By:
Na e: Girum Awoke
Title: Public Works Director
EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the services indicated on the attached Exhibit "B ", Scope of
Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONTRACTOR agrees to assign Jeffrey A. Elia, P.E., who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED /COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written
"Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Gary Heap,
P.E. shall be the designated City contact person(s). Notice to Proceed shall be deemed to have
been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in
the Section V.H. ( "Notices ") of this Exhibit "A ".
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final
Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONTRACTOR within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement.
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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.
CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONTRACTOR'S representations and
warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well - organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any
and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONTRACTOR), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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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 CONTRACTOR and all other written and oral
information developed or received by or for CONTRACTOR and all other written and oral
information submitted to CONTRACTOR in connection with the performance of this Agreement
shall be held confidential by CONTRACTOR and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may
retain and use copies thereof subject to Section V.D of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
parry 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: Gary Heap, P.E.
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONTRACTOR: Jeffrey A. Elia, P.E.
Hexagon Transportation Consultants, Inc.
8070 Sant Teresa Boulevard, Suite 230
Gilroy, CA 95020
I. FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this - Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
DBE Program
CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONTRACTOR, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
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kXA CIN TRANSPORTATION CONSULTANTS, INC.
September 26, 2017
Mr. Michael Fisher
City of Gilroy
Engineering Division
7351 Rosanna Street
Gilroy, CA 95020
Subject: Proposal to Conduct a Traffic Impact Trigger Analysis at First Street and Santa Teresa Boulevard for
the Hecker Pass Specific Plan Project in Gilroy, California
Dear Mr. Fisher:
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to conduct a traffic impact trigger
analysis for the intersection of First Street /Hecker Pass Highway and Santa Teresa Boulevard for the Hecker Pass
Specific Plan (HPSP) project. The City would like to know approximately when traffic mitigation measures will need
to be implemented at the intersection of First Street and Santa Teresa Boulevard.
PROJECT BACKGROUND
In June 2016, Hexagon completed an updated traffic analysis for the HPSP to determine if traffic mitigation
measures to add additional lanes to Hecker Pass Highway at Santa Teresa Boulevard (specifically the second
westbound through lane) could be removed. That study found that under "background plus project" conditions
(i.e., buildout of the HPSP plus buildout of all approved projects at that time), the intersection of First Street /Hecker
Pass Highway would have an unacceptable level of service (LOS) without the additional westbound through lane.
That study found that in order to restore acceptable levels of service, without the benefit of a second westbound
through lane, the following alternative mitigation measures are needed: add a second westbound left -turn lane,
add a second eastbound left -turn lane, and add a second eastbound through lane.
It is important to note that the background plus project conditions study scenario used in most traffic impact
analyses can be conservative in some cases, especially in areas where there are large approved residential
developments (such as Glen Loam Ranch Specific Plan). In those areas, the traffic from those large projects will
appear gradually over time as the project is built out in phases — sometimes taking 5 to 10 years. However, the
assumption used in traffic impact analyses is that every project on the list of approved projects is built and
occupied under the background scenario. This is because there is no methodology or mechanism for accurately
predicting when approved projects will begin construction and how quickly they will build out once construction
has started.
Now that both the HPSP and the Glen Loma Ranch Specific Plan projects are midway through construction, a near -
term traffic evaluation could be completed in which the predicted buildout schedules for both projects can be
estimated over the next several years to get a better sense of how traffic conditions might look as those projects
build out. Additionally, any other projects in the area that are currently under construction or will be starting soon
can also be looked at in this more detailed way to determine how they might build out over the next several years.
8070 Santa Teresa Boulevard, Suite 230 • Gilroy, California 95020 • phone 408.846.7410 • fax 408.846.7418 • www.hextrans.com
�\ Mr. Michael Fisher
September 26, 2017
Page 2 of 3
SCOPE OF SERVICES
This analysis will be based on the anticipated buildout schedules for approved development projects in the vicinity
of First Street /Santa Teresa Boulevard over the next 12 to 36 months. Our scope and fee assumes that the City of
Gilroy will provide the buildout schedules for all such projects. Additionally, we will need the City to identify when
the planned new traffic circle (and second access point to HPSP) will be completed on Hecker Pass Highway.
Study Intersection
1. Santa Teresa Boulevard and First Street /Hecker Pass Highway
Study Scenarios
• Existing Conditions — based on 2017 traffic count data.
• Existing Conditions + 12 months of growth*
• Existing Conditions + 18 months of growth*
• Existing Conditions + 24 months of growth*
• Existing Conditions + 30 months of growth*
• Existing Conditions + 36 months of growth*
*We assume that the City can provide the number of residential units (and the size of any other on -site uses that
would be occupied) within the HPSP project site, Glen Loma Ranch Specific Plan project site, Imwalle development
project, and any other residential project in the vicinity of the study intersection for these time periods. Similarly,
any commercial projects, or portions thereof, that are anticipated to be completed during these time period will
need to be identified by the City. Finally, The City will need to identify during which of these time periods the new
roundabout on Hecker Pass Highway would come on line so that can be factored into the analysis.
Project Tasks
The following work tasks will be completed by Hexagon.
1. Existing (Baseline) Intersection Level of Service Analysis. We will evaluate existing intersection levels of service
at the study intersection using current (2017) turning movement volumes.
2. Trip Generation and Trip Assignment. Based on the development buildout schedules provided by the City,
Hexagon will develop trip generation estimates for the affected approved development projects at up to five
(5) different buildout time horizons. These trips will be assigned to the study intersection based on the trip
distribution patterns used in other the traffic studies completed in the city.
3. Level of Service Analysis for Existing + Project Development Phases. Intersection levels of service at the study
intersection will be evaluated for up to five (5) different development time frames to determine approximate
operating conditions at the study intersection over the next several years as development projects in the area
continue to develop.
4. Documentation. Our findings and recommendations will be summarized in a draft letter report for review by
City staff. We will respond to editorial comments on the draft report and will produce a final report for the
City's use.
5. Meetings. Our budget includes attendance at meetings, as necessary, with City staff in connection with the
project.
�\ Mr. Michael Fisher
September 26, 2017
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ADDITIONAL SERVICES
Any work not specifically referenced in the above Scope of Services —for example, conducting additional
intersection counts, analyzing additional intersections or scenarios, attending public hearings, and providing
engineering drawings or cost estimates —shall be considered additional services.
TIME OF PERFORMANCE
We are prepared to start work on this project immediately upon notice to proceed. Barring any unforeseen delays,
the administrative draft letter report will be submitted three weeks after notice to proceed and receipt of the
necessary approved project information from the City.
COST OF SERVICES
The cost for services rendered under this agreement will be a lump sum amount of $8,000 for the scope of work
described above. Additional Services shall be provided upon authorization and, if requested, will be billed
separately. Billing will be conducted monthly, on a percent complete basis. This price quote is good for 30 days and
assumes that all project - related activities will be completed within one year. An extended project schedule will
require additional budget for project administration.
We appreciate your consideration of Hexagon Transportation Consultants for this assignment. If you have any
questions, please do not hesitate to call.
Sincerely,
HEXAGON TRANSPORTATION CONSULTANTS, INC.
J # a Ar__
Jeffrey A. Elia, P.E.
Principal
EXHIBIT "C"
MILESTONE SCHEDULE
The milestone /timeline will start immediately upon notice to proceed. Barring any unforeseen
delays, the administrative draft lette report will be submitted three weeks after notice to proceed
and receipt of the necessary approved project information from the City.
4835-2267-0361A
LAC104706083
EXHIBIT "D"
PAYMENT SCHEDULE
The cost for services rendered under this agreement will be a lump sum amount of
$8,000.00.
4835 - 2267- 0361v1
LAC104706083