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Agreement - W-Trans - Downtown Parking Management Plan - Signed 2022-09-13 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 29th day of August, 2022, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Whitlock & Weinberger Transportation, Inc. dba W-Trans, having a principal place of business at 490 Mendocino Ave, Suite 201, Santa Rosa, CA 95401. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on September 13, 2022 and will continue in effect through March 31, 2024 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that 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. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $300,761.00. 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 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -3- 4835-2267-0361v1 LAC\04706083 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, 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 DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -4- 4835-2267-0361v1 LAC\04706083 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. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.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 DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -6- 4835-2267-0361v1 LAC\04706083 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 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. 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 DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -7- 4835-2267-0361v1 LAC\04706083 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. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -8- 4835-2267-0361v1 LAC\04706083 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: CITY: Whitlock & Weinberger Transportation, Inc. dba W-Trans CITY OF GILROY By: By: Name: Name: Jimmy Forbis Title: Title: City Administrator Social Security or Taxpayer Identification Number 77-0390893 DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87 President/Senior Principal Dalene J. Whitlock DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -1- 4835-2267-0361v1 LAC\04706083 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 Brian Canepa, 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, Gary Heap 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. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -2- 4835-2267-0361v1 LAC\04706083 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. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -3- 4835-2267-0361v1 LAC\04706083 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. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Gary Heap, City Engineer/Transportation Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: W-Trans 490 Mendocino Avenue, Suite 201 Santa Rosa, CA 95401 Attn: Brian Canepa 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. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 Scope of Services Task 1 – Project Kick-Off W-Trans will convene a meeting with City staff to commence the project. The primary agenda items for the meeting will include a confirmation of the scope of work, schedule, and team member responsibilities; confirmation of data collection dates and methods; discussion of key stakeholders and the public engagement process; and potential approaches to setting phased recommendations. It is assumed in this task and all subsequent ones that W-Trans will be responsible for preparing meeting materials and leading presentations as necessary. Immediately following the kick-off meeting, W-Trans proposes a tour of the downtown with City staff and relevant stakeholders. The tour will not only give W-Trans and City staff a chance to better discuss potential project opportunities and challenges but will also allow the group to observe and photograph on- and off-street, public and private, parking conditions in various parts of the downtown. Deliverables: Finalized Scope of Work and schedule; confirmed data collection dates and methods; city tour; meeting materials Task 2 – Existing Conditions Review W-Trans will work with City staff to identify and compile all available data, reports, and studies related to parking and relevant programs in downtown Gilroy. This step will allow the team to identify existing data and document the current policy and regulatory framework for on- and off street parking within the study area. W-Trans will record policies, objectives, strategies, and tactics identified in previous planning efforts that can inform the parking management study and minimize duplicative effort. Analysis of these materials will enable the team to cost-effectively develop an accurate and specialized data collection plan. At a minimum, the existing data collection effort will include gathering and analyzing the following: • 2005 Gilroy Downtown Specific Plan Parking Study • 2006 Downtown Gilroy Strategic Plan • 2019 Gilroy Downtown Business Association Parking Study • Gilroy 2040 General Plan • City Code Article 31: Off-Street Parking Requirements • Parking management programs and existing enforcement policies • Inventory of City-owned, public, and private parking facilities • Inventory of downtown employers and employees • Existing land use quantities • Future development plans and projected land uses As part of the existing conditions evaluation, Strategic Economics will analyze existing retail sales performance within the Study Area to assess how businesses are currently performing given the existing parking supply by number of spaces, location of the spaces, etc. Sales performance will be broken out by block or subarea, and to the extent the data can be analyzed without violating confidentiality restrictions, the analysis will also assess performance by business type. This analysis will establish a baseline against which potential parking management strategies can be tested to determine which, if any, has the most significant positive impact on business performance. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 Task 3 – Parking Data Collection W-Trans will conduct a field survey of the downtown to inventory the total parking supply by block face (on-street) and lot (off-street). This review will include documenting the on-street parking supply by space type (unregulated, time limited, loading, etc.); verifying the off-street parking inventory (public and private); marking the presence of disabled, compact, carpool spaces or other markings; and documenting posted time restrictions and limits. The downtown study area is assumed to be from First Street on the north end to 10th Street on the south and Railroad Street (including the City Lot on Railroad) to the east and Eigleberry Street to the west. The alley on the east side of Railroad Street will serve as the primary boundary on the east side of Downtown, and the alley between Eigleberry Street and Church Street as the primary boundary on the west (extending westward to Dowdy Street in the area between Sixth Street and Seventh Street, to include the Civic Center area). Following the inventory, W-Trans will conduct a comprehensive survey of all accessible public and private parking facilities within the downtown. The surveys will include parking facilities and properties that are readily accessible and where permission has been granted to enter. Parking occupancy surveys determine the peak demand for parking systemwide and for each facility, the pattern of demand across the study area, and where/when there is excess parking available. The surveys will measure parking occupancies on three (3) days, likely one (1) typical weekday, one (1) typical Saturday, and one (1) special event day for all on- and off-street public and private spaces to determine occupancy by hour of day. The utilization counts will be taken hourly from 8 a.m. to 8 p.m. to ensure peak employee and patron parking demands are assessed. During the occupancy surveys, on-street parking duration data will be collected. This process will involve surveyors noting at least the last four digits of each license plate to calculate how long (to the hour) a vehicle has been parked without collecting any identifying information. Duration surveys are an important step in parking analysis as turnover data can reveal trends that indicate the types of users frequenting spaces. For example, this data can help identify areas that experience high-turnover shopper parking versus long-term employee parking. In addition, this data can be useful to discover whether long-term parkers are occupying spaces in front of retail businesses that would be better suited for customers. Task 4 – Current & Future Parking Demand Analysis W-Trans will analyze parking utilization and turnover rates and patterns to assess available capacity and the resulting ability for the existing supply to meet current demand. Based on these observations, a parking surplus or deficit will be calculated and will serve as a baseline to measure future parking demand projections and the potential for growth in land uses. Peak hours of parking demand will be mapped, detailing peak usage by lot and for each block face in the downtown. In addition, W-Trans will develop a comprehensive list of land use quantities within the downtown using the most current land use data provided by the City. This data will be used to calculate both the built ratio and the demand ratio of parking. The built ratio compares the total number of existing parking spaces to the total existing square footage of occupied building space within the study area. The demand ratio represents peak hour parking occupancy within the downtown. By conducting this analysis, actual parked vehicles can be correlated to actual occupied building area to develop ratios that can be effectively compared to Code requirements and rates published in the Institute of Transportation Engineers’ (ITE) Parking Generation. To estimate future parking demand in the downtown W-Trans will apply the demand ratios to the projected land use quantities gathered in Task 2. Based on available data as well as input received DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 C August 2022 from City staff and key stakeholders, future parking demand may be calculated in phases to better schedule parking management recommendations and inform the necessary placement of needed future parking resources. Deliverables: Current and Future Parking Demand Technical Memorandum Task 5 – Community Engagement RRM will work with City staff to develop, refine, and customize an effective outreach process to build collaborative interest in and consensus with the project given the diverse group of stakeholders that may have conflicting needs and expectations. Meeting/event design and setup, clear and easy to understand informational materials and distribution, and assistance in planning, staffing, and coordinating outreach events will also be provided by RRM in coordination with W-Trans and City staff. All interviews, events, and workshops are assumed to be in-person. The process will include the following. • Stakeholder Interviews – W-Trans, Strategic Economics, and RRM and will collaborate with City staff to identify stakeholders and conduct a series of stakeholder interviews to solicit input from individuals and interest groups. The interviews will involve a series of half-hour to one-hour confidential meetings. Stakeholders could include neighborhood representatives, business owners, property owners, members of the Chamber of Commerce, and other interested parties. Individual interviews with each City Council member will also be included in this task. It is assumed City staff will manage meeting invitations. • Community Outreach Media – RRM will prepare notices, flyers, and other media for outreach and meetings. The effort will include preparing material for an online project webpage (to be hosted on the City of Gilroy’s website) and e-updates to distribute information to interested community members and residents to keep them informed regarding project status and opportunities to participate. RRM will provide outreach materials in Spanish (if desired) and English including content for email blasts/social media posts (assumes four posts) and the development of flyers for the community workshop. • Community Workshop – W-Trans, Strategic Economics, and RRM will organize, prepare for, and facilitate a community workshop to present the project findings and options and gain feedback from community members. The meeting will begin with a brief presentation of the project background, community outreach to date, followed by an introduction of the project goals and findings. Following the presentation, community members will discuss the findings and options and provide feedback on their likes, dislikes, and preferences. RRM and W-Trans staff will facilitate the discussion, and it is assumed that City staff will provide assistance including notices about the meeting and meeting facility. RRM Design Group will also provide Spanish interpretation services, if desired. • Pop-up events – In addition to facilitating the community workshop, two pop-up events will be held. Pop-up events provide an opportunity to present project material and inform and gain feedback from the public where they live, work, and play. Pop-up stations will typically include a table, E-Z Up, graphic boards, and easels displaying project materials. They can be very effective in reaching the community members who do not attend workshops/charrettes and meetings. Locations could include a farmers market, community events, school events, or a library. • Online Community Questionnaire – It has become evident in recent years that there is proportionately more participation when an individual can provide input on their own time and in a location that best suits their availability and needs. This does not replace the synergy that can come from a workshop, but it does allow for a broader audience of participants. RRM will develop DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 D August 2022 an online questionnaire (utilizing Survey Monkey, Social Pinpoint or similar program) to gather initial public input. The Social Pinpoint survey tool is an interactive mapping tool that allows stakeholders to pinpoint their comments, ideas, and concerns regarding the downtown. The map will be focused on the study area, and custom icon labels will be developed to help group comments by relevant categories. While this platform’s main feature is the mapping component, a traditional multiple-choice survey can also be incorporated if needed. Social Pinpoint is available on desktop, mobile, and tablet devices. RRM will ensure the platform is public focused with no technical jargon and easy for the public to use in both English and Spanish. • Key City Group Meetings – W-Trans, Strategic Economics, and RRM will prepare for and meet with key City groups early in the process. These groups can include Chamber of Commerce, Gilroy Downtown Business Association (GDBA), Economic Development Group, and Visit Gilroy as directed by the City. These early meetings will allow our team to give an overview of the Parking Management Plan scope and goals, and to garner feedback on parking issues and ideas at the beginning of the process. These meetings can be in person or virtually per City and committee preference. This scope includes up to four initial in-person meetings over no more than three days. After the draft Parking Management Plan is complete, W-Trans and RRM will circle back to these City groups to present the plan and garner feedback. This scope includes up to four follow-up in- person meetings over no more than three days. Deliverables: • Attend and assist in capturing input for up to twelve (12) hours of half-hour to one-hour stakeholder meetings • Provide summary memorandum of stakeholder input • Prepare one (1) e-blast/social media post and website update for engagement events (a total of four [4] posts and website updates) • Prepare for, organize, and facilitate one (1) community workshop • Prepare workshop materials, including PowerPoint presentation and graphic materials • Provide one (1) summary memorandum of workshop feedback (to be combined with the online questionnaire summary memorandum) • Provide one (1) online questionnaire and/or Social Pinpoint survey, including one (1) round of edits if necessary, before release to the public • Provide one (1) summary memo of online survey results • Attend two (2) pop-up events • Prepare for and attend up to eight (8) Key City Group meetings over no more than six (6) days • Summary of each Key City Group meeting Task 6 – Parking Management Strategies Based on the analysis in Task 4 and the community input received in Task 5, W-Trans will develop a phased set of parking management strategies (short-term and long-term). Proposed strategies will address managing both the demand and supply of public and private parking. Potential strategies may include the following. • Evaluation of opportunity sites to determine the development of future parking facilities and/or the restriping or reconfiguration of spaces to accommodate additional parking supply. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 E August 2022 • Shared parking or public/private partnerships in which parking resources and funding can be shared between compatible uses, whether private or public. • Peak period parking strategies including short-, mid-, and long-term strategies to provide parking availability during peak periods and special events, such as valet services. • Optimization of existing spaces including enhanced wayfinding and information about parking availability. • Parking regulation strategies including modifying the hours of operation or time limits to prioritize patron use of front-door parking spaces and incentivizing visitors to stay, shop, and dine in the downtown. • Residential and/or employee parking permit programs to alleviate employee use of prime on-street spaces and prevent spillover into residential neighborhoods. • Updated enforcement practices to encourage compliance with parking regulations and minimize punitive measures. • Technology enhancements to better guide motorists to available parking resources or enforce parking regulations. • Electric vehicle charging stations including the placement of appropriate stations and their respective costs and funding. • Zoning code recommendations designed to assist in the transition of businesses and their ability to contribute to the parking situation in the space-constrained downtown. This task includes an analysis of potential boosts retail and other customer-facing businesses receive from increases in parking supply based on such factors as the space’s proximity to the business, parking costs, parking visibility, etc. Using this data, Strategic Economics will then assign a potential business performance increase factor for each parking strategy option under consideration for the Study Area. This information will enable key stakeholders and community members to weigh the potential benefits of the different parking solutions against costs and other issues under consideration. It should be noted, however, that a direct cost/benefit analysis may not be possible and that the results of this task may rely on both qualitative and quantitative measures. All proposed parking demand and supply strategies and economic analyses will be summarized in a technical memorandum that includes a user-friendly matrix which clearly describes the proposed strategy, details its implementation timeline, highlights strengths and potential challenges, identifies responsible parties, and estimates annual costs or funding sources. Deliverables: Parking Management Strategies Technical Memorandum Task 7 – Parking Management Plan W-Trans will compile all data analysis and recommendations into a comprehensive Parking Management Plan. The Plan will include a summary of the project goals and objectives, study approach, and data analysis and methodology. In addition, the Plan will include the comprehensive parking inventory, a summary of key findings, specific recommendations based on the quantitative analysis and public input, management, and implementation procedures that will be designed to meet the specific needs of the City. The Plan will be written in a concise and clear style that will incorporate appropriate graphics to ensure that it is a user-friendly document. W-Trans will submit a Draft Parking Management Plan for City staff review. Based on a single set of electronic comments from the City, W-Trans will revise and submit a Final Parking Management Plan. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 F August 2022 Deliverables: Draft Parking Management Plan; Final Parking Management Plan (one electronic copy and two (2) bound copies) Task 8 – Public Meeting Attendance W-Trans will attend and present at up to three (3) public meetings (e.g. Planning Commission, City Council). Deliverables: Three (3) public meetings DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 Task 09/26/2210/03/2210/10/2210/17/2210/24/2210/31/2211/07/2211/14/2211/21/2211/28/2212/05/2212/12/2212/19/2212/26/2201/02/2301/09/2301/16/2301/23/2301/30/2302/06/2302/13/2302/20/2302/27/2303/06/2303/13/231. Project Kick-Off 2. Existing Conditions Review 3. Parking Data Collection 4. Current & Future Parking Demand Analysis 5. Community Engagement ****◊ 6. Parking Management Strategies 7. Parking Management Plan 8. Public Meeting Attendance LEGEND:* = meeting ◊ = deliverable Task 03/20/2303/27/2304/03/2304/10/2304/17/2304/24/2305/01/2305/08/2305/15/2305/22/2305/29/2306/05/2306/12/2306/19/2306/26/2307/03/2307/10/2307/17/2307/24/2307/31/2308/07/2308/14/2308/21/231. Project Kick-Off 2. Existing Conditions Review 3. Parking Data Collection 4. Current & Future Parking Demand Analysis 5. Community Engagement 6. Parking Management Strategies 7. Parking Management Plan 8. Public Meeting Attendance *** ◊ ◊ Downtown Gilroy Parking Management Plan W-Trans Schedule ◊ ◊ ◊◊ ◊ DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 LEGEND:* = meeting ◊ = deliverable DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99 Task Dalene Whitlock QA/QC Mark Spencer PIC Brian Canepa PM Engineer/Pl anner Admin 2 Misc Strategic Economics RRM NDS Total Hours Project Initiation 0 0 11 0 0 $166 $2,750 $2,852 $0 11 Existing Conditions Review 0 0 9 26 0 $0 $5,500 $0 $0 35 Parking Data Collection 0 0 7 13 2 $0 $0 $0 $30,690 22 Current & Future Parking Demand Analysis 2 4 31 51 2 $0 $0 $0 $0 90 Community Engagement 0 0 128 97 0 $2,720 $13,640 $62,150 $0 225 Parking Management Strategies 2 7 35 59 2 $0 $16,500 $0 $0 105 Parking Management Plan 7 7 31 57 7 $0 $0 $0 $0 109 Public Meeting Attendance 0 0 33 13 0 $480 $0 $0 $0 46 Project Management 2 7 22 0 2 $0 $0 $0 $0 33 13 25 307 316 15 $3,366 $38,390 $65,002 $30,690 676 Task $330 $290 $260 $135 $130 Misc Strategic Economics RRM NDS TOTAL Project Initiation $0 $0 $2,860 $0 $0 $166 $2,750 $2,852 $0 $8,629 Existing Conditions Review $0 $0 $2,340 $3,510 $0 $0 $5,500 $0 $0 $11,350 Parking Data Collection $0 $0 $1,820 $1,755 $260 $0 $0 $0 $30,690 $34,525 Current & Future Parking Demand Analysis $660 $1,160 $8,060 $6,885 $260 $0 $0 $0 $0 $17,025 Community Engagement $0 $0 $33,280 $13,095 $0 $2,720 $13,640 $62,150 $0 $124,885 Parking Management Strategies $660 $2,030 $9,100 $7,965 $260 $0 $16,500 $0 $0 $36,515 Parking Management Plan $2,310 $2,030 $8,060 $7,695 $910 $0 $0 $0 $0 $21,005 Public Meeting Attendance $0 $0 $8,580 $1,755 $0 $480 $0 $0 $0 $10,815 Project Management $660 $2,030 $5,720 $0 $260 $0 $0 $0 $0 $8,670 $4,290 $7,250 $79,820 $42,660 $1,950 $3,366 $38,390 $65,002 $30,690 $273,419 Gilroy Downtown Parking Management Plan W-Trans Fee Estimate HOURS BY STAFF MEMBER FEE AT HOURLY RATES INDICATED These rates are valid for work performed prior to December 31, 2022. Work performed after January 1, 2023, and any subsequent year may be billed at the revised rates established for that year. * Mileage charge will be based on the IRS Standard Mileage Rate (set at $0.585/mile effective January 1, 2022) plus 10 percent. Miscellaneous expenses may include mileage, hotel, meals, or other related travel costs. DocuSign Envelope ID: 02B062D5-F60A-459B-B4AE-0CC16F6B6A87DocuSign Envelope ID: DB694BEB-84B7-40DC-8A85-B5FA8B1F49AFDocuSign Envelope ID: 58C3F364-559B-4074-AA03-6E76A2388C99